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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 24, 2003, Vol. 7, No. 80

                          Headlines

360NETWORKS: USA Unit Sues Sycamore to Recoup $16MM in Transfers
ABRAXAS PETROLEUM: 2 Registration Statements Declared Effective
AGWAY INC: N.D.N.Y. Court Fixes May 30, 2003 Claims Bar Date
AIR CANADA: Outlines CCAA Restructuring Timetable to July 31
AIR CANADA: OSFI Challenges Court Order Regarding Pension Plans

AIR CANADA: Gets Time Extension to Make Lease-Related Decisions
ALLOU DISTRIBUTORS: Consents to Creditors' Involuntary Filing
ALPHASTAR INSURANCE: Fails to Meet Nasdaq Listing Requirements
AMERCO: Board Okays Creation of Independent Governance Committee
ANC RENTAL: Wins Clearance for Unijet Group Settlement Agreement

AQUILA INC: Inks Pact to Sell Australian Interests for $445 Mil.
AVOTUS CORP: Closes $6.9 Million Convertible Debt Financing
BAY VIEW CAPITAL: Reports Net Assets in Liquidation at March 31
BEAR STEARNS: Fitch Junks B-Level 1996-3 Class B-5 Rating at CCC
BETHLEHEM STEEL: Judge Lifland OKs ISG Asset Purchase Agreement

BETHLEHEM STEEL: Plans to Close Asset Sale to ISG by Month-End
BETHLEHEM STEEL: Pushing for USWA Release Agreement Approval
BURLINGTON: Court Okays Used Equipment Sale to Gibbs for $3.9MM
COM21 INC: March 31 Balance Sheet Upside-Down by $12 Million
CORNING INC: First Quarter Results Surpass Quarterly Guidance

DEAN FOODS: Redeeming $200 Million of 5-1/2% TIPES for Equity
DELTA WOODSIDE: Narrows March Quarter Net Loss to $1.1 Million
DIRECTV LATIN AMERICA: Court Approves Young Conaway as Counsel
DOBSON COMMS: Expects to Complete BofA Loan Workout by Tomorrow
EAGLE FOOD: Turning to Huron Consulting for Financial Advice

EASYLINK SERVICES: Nasdaq Delisting Appeal Hearing on May 15
ENCOMPASS SERVICES: Claims Treatment Revision Under Amended Plan
ENRON: Cinergy Takes Legal Action vs. Debtors to Set-Off Claims
FAO INC: Successfully Emerges from Bankruptcy Proceedings
FAR WEST INDUSTRIES: Pursuing Asset Sale Talks to Cut Bank Debts

FEDERAL-MOGUL: First Quarter Net Loss Plummets to $34 Million
FLEMING: Court Approves $150MM DIP Financing on Interim Basis
FLEMING COS.: US Trustee Appointed Unsec. Creditors' Committee
FREDERICK WEISMAN: All Claims Due June 16, 2003
GASEL TRANSPORTATION: Van Krevel Expresses Going Concern Doubt

GENUITY INC: Court Sets-Up Collection Settlement Procedures
GLOBE METALLURGICAL: Taps Schoenfeld Mendelsohn as Accountants
GLOBEL DIRECT: Closes Initial Tranches of CDN$2-Mill. Financing
GOLF TRUST OF AMERICA: Sells Mystic Creek Golf Course for $3.5MM
GREENPOINT CREDIT: Fitch Junks Ratings on Three Classes of Notes

INTERLIANT, INC.: Liquidation Under Chapter 11 Possible
ISLE OF CAPRI CASINO: Names John Bohannon as VP & GM in Colorado
KMART CORP: Judge Sonderby Confirms Proposed Chapter 11 Plan
KMART CORP: Judge Sonderby Clears HTC Global Purchase Agreement
LEAP WIRELESS: Honoring Up to $2.6-Mill. of Customer Obligations

LENNOX INT'L: Reports Improved Financial Results for Q1 2003
LERNOUT: Secures Extension of Service Date for Avoidance Actions
LTV CORP: Admin. Committee Taps Deloitte & Touche as Consultants
MATLACK: Seitz Hires Schwartz Tobia as Environmental Counsel
MIRANT: S&P Keeps Watch on B TIERS Series 2001-14 Notes Rating

NATIONAL CENTURY: NMC Seeks Stay Relief to Pursue Middlesex Suit
NATIONAL STEEL: Committee Signs-Up Hatch for Consulting Services
NATIONSRENT INC: Pushing for Fourth Exclusive Period Extension
NET2000 COMMS: Section 341(a) Meeting Slated for May 15, 2003
NEXMED INC: Closes $8-Million Private Placement Transaction

OLYMPIC PIPE LINE: UST Schedules Creditors' Meeting for May 5
ONESOURCE TECHNOLOGIES: Epstein Weber Airs Going Concern Doubt
POLAROID: Plan Filing Co-Exclusive Period Stretched to July 18
PRIDE INT'L: S&P Rates Proposed $250MM Senior Unsec. Notes at BB
QUAKER CITY CASTINGS: Case Summary & Largest Unsec. Creditors

QWEST COMMS: Expanding Qwest DSL Services in 14-State Region
ROWECOM INC: Proofs of Claim Due on May 15, 2003
SPIEGEL GROUP: Court Approves Alvarez & Marsal as Consultants
TOWER AUTOMOTIVE: Mar. 31 Working Capital Deficit Tops $226 Mil.
TREND HOLDINGS: Court Fixes May 30, 2003 as Claims Bar Date

UNION ACCEPTANCE: JPMorgan Affiliate Acquires Servicing Rights
U.S. HOME: Addresses Recent Trading Activity in 9.4% Preferreds
US MINERAL: Has Until May 16 to Exclusively File Reorg. Plan
U.S. STEEL: Submits Formal Bid for Polish Huty Stali Company
UST INC: March 31 Balance Sheet Insolvency Stands at $46 Million

VIRACOCHA ENERGY: Dec. Working Capital Deficit Tops C$1-Million
WHEELING: PCC Seeks 10th Exclusive Solicitation Period Extension
WORLDCOM INC: Gets Nod to Continue Simpson Thacher as Counsel
W.R. GRACE: March 31 Net Capital Deficit Narrows to $215 Million
W.R. GRACE: PD Committee Continuing W.D. Hilton's Engagement

* Ernst & Young LLP Opens Portland, Oregon Office

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: USA Unit Sues Sycamore to Recoup $16MM in Transfers
----------------------------------------------------------------
Brenda F. Szydlo, Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that within 90 days prior to the Petition
Date, 360networks (USA) inc. made these preferential transfers
to or for the benefit of Sycamore Networks, Inc.:

      Check Number        Payment Date        Payment Amount
      ------------        ------------        --------------
        17084              06/27/2001             $250,000
         3466              05/25/2001               41,694
         3467              05/25/2001              591,440
         3468              05/25/2001              208,326
         3485              06/07/2001                  890
        17082              06/27/2001               29,285
        17083              06/27/2001              104,852
        40697              06/13/2001            2,000,000
        15582              05/04/2001               49,777
        40871              06/20/2001            2,000,000
         2764              04/02/2001           10,782,025
                                               ------------
                           TOTAL               $16,058,289

The Debtors demanded on March 26, 2002 for Sycamore to return
the Transfers, but Sycamore has failed to do so.

Ms. Szydlo points out that:

    (a) each of the Transfers was made to Sycamore for or on
        account of an antecedent debt 360 USA owed before each
        Transfer was made;

    (b) Sycamore was a creditor at the time of the Transfers;

    (c) the Transfers were made while 360 USA was insolvent;

    (d) by reason of the Transfers, Sycamore was able to receive
        more than it would otherwise receive if:

        -- these Cases were cases under Chapter 7 of the
           Bankruptcy Code;

        -- the Transfers had not been made; and

        -- Sycamore received payment of the debts in a Chapter 7
           proceeding in the manner the Bankruptcy Code
           specified.

Accordingly, the Official Committee of Unsecured Creditors and
360 USA ask the Court to:

    (a) pursuant to Section 547 of the Bankruptcy Code, declare
        that the Transfers be and are avoided;

    (b) pursuant to Section 547, declare that Sycamore pay at
        least $16,058,289, plus interest from the date of the
        Debtors' Demand Letter as the law permits;

    (c) pursuant to Section 550, declare that Sycamore pay
        $16,058,289, plus interest from the date of the Demand
        Letter as the law permits;

    (d) pursuant to Section 502(d), provide that any and all of
        Sycamore's claims against 360 USA will be disallowed
        until it repays in full the Transfers, plus all
        applicable interest; and

    (e) award to the Committee and 360 USA, all costs,
        reasonable attorneys' fees and interest. (360 Bankruptcy
        News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


ABRAXAS PETROLEUM: 2 Registration Statements Declared Effective
---------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced that the SEC
has declared two Abraxas registration statements effective. The
registration statements were filed with the SEC with respect to
the shares of common stock and notes that were issued in a
private exchange offer in connection with Abraxas' financial
restructuring in January of 2003. These registration statements
were filed in accordance with a registration rights agreement
that Abraxas entered into in connection with the financial
restructuring.

The first registration statement declared effective is a
Registration Statement on Form S-1 filed with the SEC on Feb. 7,
2003, as amended by Amendment No. 1 to Form S-1 filed with the
SEC on April 17, 2003. The effectiveness of the Shelf
Registration Statement will allow holders of the shares of
common stock (which are listed on the American Stock Exchange)
and the 11-1/2% Secured Notes due 2007, Series A, issued on
Jan. 23, 2003, to be freely traded, provided that the seller of
any such securities must deliver a final prospectus to the
buyer. Final prospectuses may be obtained by selling security
holders from Abraxas by calling or e-mailing Abraxas at the
contact set forth below. Abraxas may supplement or amend the
Shelf Registration Statement and the final prospectus from time
to time.

The second registration statement declared effective is a
Registration Statement on Form S-4 filed with the SEC on Feb. 7,
2003, as amended by Amendment No. 1 to Form S-4 filed with the
SEC on April 17, 2003. The effectiveness of the Exchange Offer
Registration Statement will allow Abraxas to commence an offer
to exchange new registered 11-1/2% Secured Notes due 2007,
Series B, for all of the currently outstanding 11 1/2% Secured
Notes due 2007, Series A. The exchange offer will commence on
April 23, 2003, and will expire on May 23, 2003, subject to
extension by Abraxas. Upon completion of the exchange offer, a
holder of Series B notes will be permitted to freely transfer
the notes without being required to deliver a prospectus, unless
such holder is an affiliate of Abraxas or is a broker-dealer
under the circumstances described in the exchange offer
materials. Exchange offer materials will be provided to the
registered holders of the Series A notes by U.S. Bank, N.A., the
exchange agent for the exchange offer.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company. The Company
operates in Texas, Wyoming and western Canada.

As reported in Troubled Company Reporter's November 27, 2002
edition, Standard & Poor's Ratings Services withdrew its 'CC'
corporate credit rating on Abraxas Petroleum Corp. In addition,
the ratings on Abraxas' $63.5 million first lien notes and $191
million second lien notes were also withdrawn.

Abraxas Petroleum Corp.'s 12.875% bonds due 2003 (ABP03USR1) are
trading at about 45 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ABP03USR1for
real-time bond pricing.


AGWAY INC: N.D.N.Y. Court Fixes May 30, 2003 Claims Bar Date
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District
of New York, May 30, 2003, is the last day for creditors of
Agway, Inc., and its debtor-affiliates, to file their Proofs of
claim against the Debtors' estates or be forever barred from
asserting their claims.

To be considered timely, Proofs of claim must be received by the
court-approved Claims Agent before 5:00 p.m. prevailing Eastern
Time on May 30. If sent by mail, claims must be addressed to:

        Agway Claims Docketing Center
        Donlin, Recano & Company, Inc.
        as Agent for the for the USBC - NDNY
        Re: Agway, Inc., et al.
        Murray Hill Station
        New York, NY 10156

if sent by messenger or overnight courier, to:

        Agway Claims Docketing Center
        Donlin, Recano & Company, Inc.
        as Agent for the for the USBC - NDNY
        Re: Agway, Inc., et al.
        419 Park Avenue South
        Suite 1206
        New York, NY 10016

Proofs of Claim need not be filed if they are on account of:

        1. Claims already properly filed with the Court;

        2. Claims not listed as contingent, unliquidated and
           diputed;

        3. Administrative claims pursuant to Sec. 503(b) and
           507(a) of the Bankruptcy Code;

        4. Claims already paid by the Debtors;

        5. Claims based solely upon an equity interest in Agway;

        6. Claims arising out of or related to employment
           benefits by employees;

        7. Claims previously allowed by Order of the Court;

        8. Claims of one Debtor against another Debtor; or

        9. Claims against non-debtor-affiliates.

Agway, Inc., is an agricultural cooperative owned by 69,000
Northeast farmer-members. On October 1, 2002, Agway Inc. and
certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
October 1, 2002, (Bankr. N.D.N.Y. Case No. 02-65872).
Agway Energy Products LLC, Agway Energy Services, Inc., and
Agway Energy Services-PA, Inc. were not included in the Chapter
11 filings. The Cooperative is headquartered in DeWitt, New
York. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C. and Marvin E. Jacob, Esq., Judy G.Z. Liu, Esq. at Weil,
Gotshal & Manges LP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from its
creditors, it reported about $1.5 billion in total assets and
debts. Visit Agway at http://www.agway.com


AIR CANADA: Outlines CCAA Restructuring Timetable to July 31
------------------------------------------------------------
Air Canada announced the following anticipated timetable to
July 31, 2003 in its restructuring plan, further to today's
hearing on various CCAA proceedings before Honorable Justice J.
Farley in Ontario Superior Court of Justice.

The Court recognized that there is much work ahead to achieve
the restructuring of Air Canada and prioritized the more
pressing matters, such as approval of financing during the
restructuring phase. Justice Farley also approved Air Canada's
request, supported by some of its unions, to a standstill on
further action impacting its collective agreements until the
earlier of May 9, 2003, or two days after the commencement of
negotiations between Air Canada, Air Canada Jazz and their
respective unions.

April 25 - Hearing on approval of General Electric Capital
           Canada Inc.'s Debtor-in-Possession Financing Facility
           and the CIBC Aerogold Financing Facility and new
           commercial agreement, consideration of extension of
           stay order until June 30, 2003 and postponement of
           Annual General Meeting of Shareholders

April 30 - Commencement of negotiations between Air Canada, Air
           Canada Jazz, the Court-appointed Monitor and Union
           leaders respecting labour cost realignment including
           immediate interim measures

Mid-May - Air Canada's Post-Restructuring Business Plan becomes
          available for key economic stakeholders

Late May - Commencement of meetings between Air Canada, Monitor
           and lessors, lenders, key suppliers and other
           economic stakeholders.

June 30 - Target date for completion of labour restructuring
          plans including pension program restructuring

July 31 - Target date for submission of proposed CCAA
          Restructuring Plan and CBCA Plan of Arrangement

These dates may change depending on events and it is likely
there will be several hearings before the Court during this
period.


AIR CANADA: OSFI Challenges Court Order Regarding Pension Plans
---------------------------------------------------------------
The Office of the Superintendent of Financial Institutions
announced that it intends to apply to amend specific elements of
the initial court order that was granted on April 1, 2003, by
the Ontario Superior Court of Justice under the Companies'
Creditors Arrangement Act, in respect of Air Canada and some of
its subsidiaries.

"As the regulator of Air Canada's pension plans, OSFI is of the
view that certain aspects of the interim order should be amended
or lifted, in the best interests of Air Canada pension plan
members and other beneficiaries," stated Nick Le Pan,
Superintendent of Financial Institutions.

Specifically, the initial order does not differentiate between
Air Canada's obligations to pension plan members and the claims
of other creditors.  OSFI believes that federal pension
legislation requires that amounts due or accrued to the pension
plans are not subject to the CCAA restructuring proceedings, and
that such amounts would therefore move ahead of other creditors.

In addition OSFI believes that Air Canada should be required to
commence and continue to make regular contributions due to the
plans.

As well, OSFI will seek clarification of the order in respect of
its ability to take certain regulatory action.  Outstanding is a
requirement that Air Canada provide to OSFI by April 30, 2003,
updated valuation reports for all of its pension plans, as of
January 1, 2003, thereby confirming the extent of the shortfall
in the plans and establishing the level of current contributions
required under the new valuations.

"In seeking clarification of OSFI's powers, we have indicated
that we remain open to working with the company and others in
the best interests of members," stated Mr. Le Pan.

"Receipt of the previously requested valuation reports would
confirm the extent of the funding shortfall in the Air Canada
pension plans as of the beginning of 2003," indicated Mr. Le
Pan. "We believe such disclosure may allow for more constructive
and informed dialogue on possible restructuring of these pension
plans among Air Canada, its unionized workers and other
representatives of the employees and retired members." If the
plans are restructured, updated valuation reports would be
filed.

Finally, OSFI has raised with the company and the court
appointed monitor the need for the interests of all members of
the pension plans, such as retirees and non-union members, to be
adequately represented in restructuring discussions.  Depending
on the company's response, OSFI has indicated that it may seek
other court orders or may take other regulatory action.

"OSFI will continue to strive to protect the interests of Air
Canada's pension plan members, retirees and other
beneficiaries," continued Mr. Le Pan, "and will work with Air
Canada, pension plan members and other stakeholders to achieve
this goal."

Additional information concerning OSFI's role and the Air Canada
pension plan situation can be viewed on OSFI's Web site at
http://www.osfi-bsif.gc.ca/eng/issues/aircanada_e.asp

Created in 1987 by an Act of Parliament, OSFI has a mandate to
safeguard depositors, policyholders and pension plan members
from undue loss, and to advance and administer a regulatory
framework that contributes to public confidence in a competitive
financial system.


AIR CANADA: Gets Time Extension to Make Lease-Related Decisions
---------------------------------------------------------------
At December 31, 2002, Air Canada has 274 total fleet and 232
operating fleet, excluding Jazz aircraft.  Jazz has 133 total
fleet and 104 operating fleet.

M. Robert Peterson tells the Court that Air Canada will require
an estimated 45 days to determine which aircraft leases are
financing leases and which are true operating leases.  The
Applicants will notify as many lessors as possible of their
determination during the initial 30-day CCAA Stay Period.

Mr. Robertson further relates that the Applicants are currently
reviewing an "exit" business model and the fleet requirements to
service that model.  While the details are not yet complete, the
broad outline calls for a streamlined fleet with fewer aircraft
types and an increasing reliance on cost-efficient, smaller
aircraft.  Air Canada also intends to negotiate new lease
arrangements reflective of the current market conditions in
order to remain competitive with other major carriers.  Mr.
Robertson notes that there is currently a surplus of aircraft as
capacity is being removed from service around the world.

Mr. Justice Farley authorizes the Applicants to conduct the
review, with the assistance of the Monitor.  Any financing
leases will remain stayed until further Court order.  With
respect to the operating leases, Mr. Justice Farley orders that:

  (a) Any aircraft which are identified as surplus will be
      returned to the lessor.  In the case a lessor has payments
      due prior to such return, the Applicants may request
      further direction from the Court;

  (b) All operating leases will be asked to agree to a 60-day
      payment moratorium -- this is equivalent to the time frame
      that lessors would be required to give the United States-
      based airlines under the United States Bankruptcy Code
      provisions; and

  (c) Any lessors unwilling to accept the moratorium and prefer
      to request the return of their aircraft may do before the
      time any normal lease payments fall due after CCAA
      Petition Date.  Air Canada will either elect to return the
      aircraft to the lessor or make payments as the Court may
      direct in order to retain the aircraft before any
      replacement can be obtained.

The Applicants, Mr. Justice Farley rules, may also terminate or
suspend any aircraft arrangements or agreements, as the
Applicants deem appropriate.

                       Real Property Leases

Air Canada also operates terminal, maintenance and cargo
facilities under long-term leases at Toronto, Montreal,
Vancouver, Calgary, London in England, and Los Angeles in the
United States.

With the consent of the Monitor, Mr. Justice Farley permits the
Applicants to vacate, abandon or quit any leased premises or
terminate or repudiate any lease and any ancillary agreement
relating to any leased premises, on not less than four days'
written notice to the affected landlord.  The Applicants are
also required to provide the affected landlords at least four
days' written notice if they intend to remove any fixtures from
a leased location to be closed or abandoned. (Air Canada
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ALLOU DISTRIBUTORS: Consents to Creditors' Involuntary Filing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
ordered the sought relief of Allou Distributors under Chapter 11
of the Bankruptcy Code.

As previously reported in the Troubled Company Reporter's April
10, 2003 issue, Congress Financial Corporation, Citibank, N.A.,
and LaSalle Business Credit, Inc., filed involuntary chapter 11
petitions against Allou Distributors and its debtor-affiliates.

The Board of Directors of each of the Debtors resolved that it
would be in the best interest of the Debtors, their creditors,
stockholders and estates, to consent to the entry of orders for
relief under the provisions of chapter 11 of the Bankruptcy
Code.

Allou Distributors, Inc., is in the business of distributing
consumer personal care products and prescription pharmaceuticals
on a national basis.  Three of the Debtors' creditors filed an
involuntary chapter 11 petitions against all Debtors on April 9,
2003, which, shortly thereafter, the Debtors consented (Bankr.
E.D.N.Y. Case No. 03-82321).  Eric G. Waxman, III, Esq., and
John Joseph Leonard, Esq., at Jenkens & Gilchrist Parker Chapin
LLP represents the Debtors in their restructuring efforts.


ALPHASTAR INSURANCE: Fails to Meet Nasdaq Listing Requirements
--------------------------------------------------------------
AlphaStar Insurance Group Limited (Nasdaq: ASIG) reported that
on April 17, 2003, it received a notification from the Nasdaq
Listing Qualifications Department that the Company has failed to
comply with the filing requirements for continued listing set
forth in NASD Marketplace Rule 4310(C)(14), and that its
securities are, therefore, subject to delisting from The Nasdaq
Stock Market, Inc. NASD Marketplace Rule 4310(C)(14) requires
that Nasdaq issuers timely file their periodic reports in
compliance with the reporting obligations under the federal
securities laws. The Company has not timely filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 2002.

The receipt of this notice was expected, as it is part of normal
Nasdaq operating procedures when a delay in filing a required
SEC document occurs. The 2002 10-K has been substantially
completed and is currently in its final stage of review by the
Company's auditors. The Company expects to be able to file the
2002 10-K with the next 10 days. The Company does not anticipate
that the 2002 Form 10-K will involve any restatement of prior
results.

As of the opening of business on April 22, 2002, the Company's
trading symbol, "ASIG," will be amended to include the fifth
character "E" to denote the Company's filing delinquency.

The Company intends to request an appeal hearing before a Nasdaq
Listing Qualification Panel to review the Staff determination in
accordance with the NASD Marketplace Rule 4820(a). The time and
place of such a hearing will be determined by the Panel.
Pursuant to the same NASD Marketplace Rule 4820(a), a request
for a hearing will stay the scheduled delisting of the Company's
securities pending the Panel's determination. Were the Company
not to request an appeal before the Panel to review the Staff's
determination, its securities would be delisted from Nasdaq at
the opening of business on April 28, 2003 without further
notice. There can be no assurance that the Panel will grant the
Company's request for a continued listing. However, the Company
believes that, if it files the 2002 10-K prior to the hearing,
the Panel will grant the Company's request for a continued
listing.

AlphaStar Insurance Group Limited is a Bermuda-domiciled holding
company with subsidiaries in the United States and United
Kingdom. Among its subsidiaries are a property-casualty
insurance company, managing general agencies, and reinsurance
intermediaries.

AlphaStar Insurance's September 30, 2002 balance sheet shows
that the company's accumulated deficit has widened to about $38
million, while total shareholders' equity stumbled to about $14
million, from close to $36 million recorded at Dec. 31, 2001.


AMERCO: Board Okays Creation of Independent Governance Committee
----------------------------------------------------------------
AMERCO (Nasdaq: UHAL) announced that its Board of Directors, as
part of the Company's commitment to be at the forefront of
corporate governance issues, has unanimously approved the
creation of an Independent Governance Committee.

The Independent Governance Committee is to be co-chaired by two
independent members of the Board, James J. Grogan and John P.
Brogan, and it will have two additional outside members that
qualify as independent under the applicable SEC, New York Stock
Exchange and NASDAQ rules and regulations. Thomas W. Hayes, the
former State Treasurer of the State of California, has agreed to
serve as one of the outside members. The Company expects to
announce an additional new member shortly.

As stated in the Charter that was approved by the Board, "The
new committee will monitor and evaluate the Company's corporate
governance principles and standards and propose to the Board any
modifications thereto as deemed appropriate for sound corporate
governance. In addition, the committee will review potential
candidates for Board membership. The committee may review, or
choose not to review, other matters as referred to it by the
Board. The committee shall have the authority to and a budget
from which to retain professionals. The committee membership
term shall be one year and each member shall be determined by
the Board to be free of any relationship that would interfere
with their exercise of independent judgment as member of this
committee."

"The new Independent Governance Committee should demonstrate to
all of our stakeholders that at AMERCO we are committed to the
high standards of corporate governance," stated Joe Shoen,
chairman of AMERCO and U-Haul.

"We are very pleased that Tom Hayes has accepted the invitation
to serve as one of the new members. He is known and respected
for his intelligence, integrity and impressive track record as a
public servant and in the private sector."

Mr. Hayes was president of Metropolitan West Financial Inc, a
diversified financial management company with over $60 billion
in managed funds on behalf of its clients. He has also served as
the State Treasurer of the State of California, California's
Director of Finance, and was responsible for overseeing the
successful restructuring of Orange County's investment pool,
following that county's Chapter 11 filing. He meets the
published SEC qualifications to be declared a "financial
expert."

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

As reported in Troubled Company Reporter's April 9, 2003
edition, AMERCO and the holders of $100 million in notes issued
by Amerco Real Estate Company and guaranteed by AMERCO, executed
another Standstill Agreement.  Terms of the Standstill Agreement
extend through May 30, 2003.

As part of the Standstill Agreement, three affiliates of
Nationwide Mutual Insurance Company (Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance Company, and
Nationwide Indemnity Company) have agreed to dismiss the lawsuit
they filed against AREC and AMERCO on March 24, 2003 in the
Southern District of New York.

AREC will continue to make all required interest payments owing
under the Note Agreement, and AMERCO will provide the
Noteholders with timely information on the progress of the
Company's recapitalization initiatives. The Standstill also
calls for AREC and AMERCO to use their best efforts to seek
other sources of funds, which will be used to repay all amounts
due under the Note Agreement.


ANC RENTAL: Wins Clearance for Unijet Group Settlement Agreement
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's permission to enter into a compromise and settlement
with Unijet Group Limited pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure granting limited relief from the
automatic stay to the extent necessary to permit Unijet to set
off mutual prepetition claims in connection with the Settlement,
and authorizing the withdrawal of any related proofs of claim.

                         Backgrounder

On March 3, 1999, Alamo Rent A Car, Inc., the predecessor to
Debtor Alamo Rent A Car LLC, entered into a Tour/Wholesale
Agreement with Unijet's predecessor, Unijet Group PLC, in which
Unijet agreed to produce a predefined level of completed Alamo
car rentals in the United States per contract period.  Other
parties to the contract were Alamo (AG), Alamo (UK) Ltd, Alamo
(BV), Alamo Autovermietung (GmbH), and Alamo (Belgium).

Alamo and Unijet subsequently amended the Agreement through
addenda that were entered into on December 3, 1999 and
January 18, 2001.  The addenda altered terms on the contract
periods, completed car rental targets per contract period, and
the consequences for Unijet meeting the completed car rental
targets.

The Second Addendum also contains a "Clawback Clause," which
relates to a separate "International Tour/Wholesale Agreement"
that Alamo entered into with Unijet subsequent to the Agreement.
Other parties to the European Agreement are Republic Industries
Automotive Rental Group (Licensing) Limited, National Car Rental
Limited, Republic Industries Automotive Rental Group (Holland)
BV, Republic Industries Autovermietung GmbH, Republic Industries
Automotive Rental Group (Belgium) Inc., and Republic Industries
Automotive Rental Group (Switzerland) AG.  The purpose of the
European Agreement was for Unijet to help Alamo develop its
European business.

Alamo and Unijet have had disagreements over amounts owing for
contract "Period 3" under the Second Addendum, which covers the
time period November 2000 through October 2001, as well as
whether the Clawback Clause in the Second Addendum has been
triggered.  The nature of this disagreement centers on an
invoice that Alamo tendered to Unijet for Period 3 under the
Second Addendum amounting to $2,274,889.95.  Alamo and Unijet
dispute the amount due related to that invoice.  Their
disagreements include differences as to whether Unijet is
entitled to offsets for, or must pursue as prepetition debts
from the bankruptcy estate:

     1. a $250,000 bonus payment from Alamo;

     2. a 100,000 Euro payment from Alamo for UK staff cars; and

     3. a pro-rated rebate from Alamo for Period 3 completed
        rentals, which amount varies between $1,300,000 or
        $1,600,000 depending on various interpretations of the
        addenda.

Under the Settlement Agreement, Alamo and Unijet agree to settle
this dispute for $750,000, which relates solely to prepetition
debts, plus $676,000 in full payment of the current postpetition
outstanding balance on their European business for amounts owing
through November 30, 2002. Unijet also agrees to withdraw any
related proofs of claim filed against Alamo.  The Debtors
believe that the Settlement represents a fair and reasonable
resolution of this matter, and that approval of the Settlement
is in the best interests of their estates and creditors. (ANC
Rental Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUILA INC: Inks Pact to Sell Australian Interests for $445 Mil.
----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) has reached an agreement to sell all of
its Australian interests for approximately US$589 million, which
after fees, expenses and taxes is projected to yield net cash
proceeds of approximately US$445 million at closing.

Aquila intends to apply the net proceeds toward its prepayment
obligations under its new 364-day secured loan and use the
remainder to carry out its restructuring plan. Aquila's
interests in Multinet Gas, United Energy and AlintaGas are to be
sold to a consortium representing AlintaGas (ASX:ALN), AMP
Henderson (ASX:AMP) and their affiliates.

Completion of the transaction is conditional upon a series of
agreed transaction steps; regulatory, shareholder and related
approvals; and the completion of the consortium's funding
arrangements. The financial close is targeted for the third
quarter of 2003. Citigroup served as Aquila's advisor on the
transaction.

"The ultimate sale of our Australian properties will be another
significant step in our plan to enhance our balance sheet and
return our focus to operating highly efficient electric and
natural gas utilities in North America," said Keith Stamm,
Aquila senior vice president and chief operating officer.

Over the past year, Aquila has had extensive discussions with
potential Australian and overseas buyers. After reviewing its
options, Aquila believes terms agreed with the AlintaGas and AMP
Henderson consortium, upon completion, will maximize the value
of its Australian assets.

Aquila had been an active participant in Australia's energy
business since 1995 when it acquired a 34.5 percent indirect
interest in United Energy Limited, the first electric
distribution utility to be privatized by the state of Victoria.
United Energy serves 583,000 customers. In 1999 Aquila acquired
a 25.5 percent equity interest (48 percent economic interest) in
Multinet Gas, a gas distribution business serving 630,000
customers in Victoria, and in 2000 Aquila acquired a 30 percent
indirect ownership in AlintaGas. AlintaGas is a gas distributor
and operates a retail gas business serving 463,000 customers in
the state of Western Australia.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada and the United Kingdom. The company also
owns and operates power generation assets. More information is
available at http://www.aquila.com

As reported in Troubled Company Reporter's April 15, 2003
edition, Fitch Ratings assigned a 'B+' rating to the new $430
million senior secured 3-year credit facility of Aquila, Inc.
Concurrently, Fitch has downgraded the senior unsecured rating
of ILA to 'B-' from 'B+'. Approximately $3 billion of debt has
been affected. The senior unsecured rating of ILA is removed
from Rating Watch Negative. The Rating Outlook for ILA's secured
and unsecured ratings is Negative.

The Facility rating was based on the structural protections of
the Facility as well as the senior secured lenders' enhanced
recovery prospects relative to unsecured creditors. Secured and
structurally senior debt together account for approximately 25%
of total debt excluding pre-payment obligations. Facility
collateral includes first mortgage bonds registered in the name
of the collateral agent (Credit Suisse First Boston) on the
regulated gas distribution utilities in MI and NE, a pledge of
stock of the holding company of the Canadian regulated
electricity distribution businesses and a second lien on certain
independent power plant investments.

Standard & Poor's Rating Services lowered its corporate credit
and senior unsecured rating on electricity and natural gas
distributor Aquila Inc., to 'B' from 'B+'. The ratings have also
been removed from CreditWatch where they were placed with
negative implications on Feb. 25, 2003. The outlook is negative.
The rating actions reflect concerns resulting from the company's
reliance on asset sales to reduce debt levels and projected weak
cash flows from operations. At the same time, Standard & Poor's
Rating Services assigned a 'B+' rating to Aquila's proposed $430
million senior secured credit facility. The issuer rating of
Aquila Merchant Services Inc. was withdrawn.

"The ratings on Aquila reflect Standard & Poor's analysis of the
company's restructuring plan, financial condition, and available
liquidity to meet near-term obligations," noted Standard &
Poor's credit analyst Rajeev Sharma. Aquila's restructuring plan
is dependent on continued asset sales. Standard & Poor's is
concerned with the heavy execution risks involved with Aquila's
asset sales strategy. Weak market conditions may lead to
increased execution risks for future asset sales, as evidenced
by the delay in the sale of Avon Energy Partners Holdings. Due
to weak cash flow generation from operations, asset sales will
be necessary for Aquila to reduce its debt levels and shore up
the company's balance sheet. However, cash flow generation
relative to total debt is likely to remain weak and not exceed
15% in the near term.

Cash flows from Aquila's regulated utilities are projected to be
stable, however, depressed power prices and negative spark
spreads will continue to be a drag on Aquila's cash flow from
operations on the nonregulated side of the business. Overall
cash flow will be strained, as the company faces restructuring
charges in 2003 and debt maturities in 2004. Expected cash flow
from the company's reconstituted business plan is insufficient
to fully offset Aquila's massive amount of debt leverage.

Aquila's liquidity will be highly dependent on continued asset
sales as the company faces $400 million in debt maturities in
2004 ($250 million in senior notes due in July and $150 million
in senior notes due in October). Aquila's liquidity will be
further strained by the cash outflows associated with its
prepaid gas delivery contracts and tolling agreements. The
aggregate cash flows for these commitments are estimated to be
$245 million in 2003 and $263 million in 2004. In addition,
substantial projected capital expenditures of $316 million in
2003 and $210 million in 2004 and working capital needs will
continue to be a drain on cash flows.


AVOTUS CORP: Closes $6.9 Million Convertible Debt Financing
-----------------------------------------------------------
Avotus Corporation (TSX Venture: AVS) has closed the $6 million
series A convertible debenture financing with Jefferson Partners
and RoyNat Capital Inc. that was disclosed as an agreement in
principle on April 4, 2003.

Under the terms of the transaction, the debentures will be
outstanding for a term of three years (subject to extension for
a further two years at the lenders' option); will have a zero
coupon; and, will be secured by a charge on all of the Company's
assets.  The debentures may be demanded by the lenders at any
time without default by the Company.  Should this happen, the
Company may not be able to obtain other financing to repay the
debentures.  The debentures will also be convertible at each
lender's option into either common shares of the Company or
series A preferred shares of the Company which are then
convertible into common shares of the Company, at the lesser of
(i) the market price at the actual time of conversion (provided
it is at least $0.16) or (ii) a price equal to $0.16 for the
first two years of the term, increasing by 10% in each of the
following three years.  These securities will be subject to a
four-month hold period under Ontario securities laws and the
rules of the TSX Venture Exchange beginning on the date the
debentures are issued.  Thereafter, the securities may be traded
in compliance with applicable securities laws.  No securities
were issued as bonuses, finders' fees or commissions in
connection with the financing.

The proceeds of the financing will be used to repay the
Company's line of credit with the Royal Bank of Canada; to repay
half of the promissory note issued to the founders of MDR
Technologies Inc.; and, for general working capital purposes.

In addition, RoyNat, the holder of a subordinated debenture
issued by the Company, has exchanged the $913,000 of outstanding
principal and interest of this indebtedness into a new series B
convertible debenture that has the same terms as described above
but ranks subordinate to the series A debentures.

Following the closing of this transaction and the payments to
the Royal Bank of Canada and the promissory note holders, the
Company is no longer in default of any debt obligations and all
forbearance agreements are terminated.

The Company has granted Jefferson an option to invest a further
CDN$6 million in series B convertible debentures that will
have the same terms as described above but rank subordinate to
the series A debentures.  These series B debentures may be
issued using an initial conversion price of $0.16 if the Company
completes this financing and delivers final documentation to the
TSX Venture Exchange no later than May 20, 2003.

Assuming the entire $6 million of series A convertible
debentures are converted by the lenders, Jefferson and its
affiliates will acquire up to an additional 32.8 million common
shares of the Company which will result in Jefferson owning up
to approximately 59% of the issued and outstanding common shares
of the Company. If Jefferson exercises the option to invest the
entire second $6 million and assuming that entire amount is
converted by Jefferson, Jefferson and its affiliates will
acquire up to an additional 37.5 million common shares of the
Company which will result in Jefferson owning up to
approximately 75% of the issued and outstanding common shares of
the Company.

The board of directors of the Company, other than those
directors related to Jefferson (who did not participate in the
negotiation of the financing documents), reviewed and approved
the foregoing transactions.  The Company received approval for
the financing from a majority of its shareholders not
participating in the financing. The Company will administer any
potential conflicts arising under the debentures held by
Jefferson through appropriate corporate governance practices.

Avotus is a leader in unified communications management with
products and services that monitor, analyze and control
communications information traveling over voice and data
networks.  These solutions help enterprises reduce costs,
provide better service to their customers and enhance employee
productivity.  The company has a premier client base that
includes 42% of the Fortune 100 and 28% of the Global Fortune
500 companies. Avotus is a public company trading on the
Canadian Venture Exchange. For more information, please visit
http://www.avotus.com

                        *   *   *

As previously reported, the Company retained the services of the
investment banking firm Sokoloff & Company to assist the
management team and Board of Directors in exploring a full range
of strategic options for the Company. Avotus' goal is to enhance
business value through a potential strategic alliance, through
joint venture, merger,
acquisition or otherwise.

"Avotus' business strategy is to broaden our product line in the
wireless and Voice over IP markets. At the same time as we are
exploring our financing options, we want to look at all
strategic options to grow our business and strengthen our
competitive advantage" said Fred Lizza, President and CEO of
Avotus.

"Over the past several quarters, Avotus has streamlined its
operations, increased financial efficiencies across all levels
of the organization and generated profits from operations. These
accomplishments have been significant, especially when viewed
against a backdrop of challenging global economic conditions and
the volatile state of the telecommunications marketplace in
which Avotus competes. Based on these facts, we believe it is
appropriate for Avotus to explore all strategic options
available to broaden the market penetration of our
communications cost management applications, increase revenues
and accelerate our strategy to achieve profitability and
sustained long term growth" said Lizza.


BAY VIEW CAPITAL: Reports Net Assets in Liquidation at March 31
---------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) reported net assets in
liquidation of $411.0 million at March 31, 2003, or $6.41 in net
assets in liquidation per outstanding share as compared to
$410.1 million, or $6.43 in net assets in liquidation per
outstanding share at December 31, 2002. On September 30, 2002,
the Company adopted liquidation basis accounting as a result of
its stockholders' approval of a plan of dissolution and
stockholder liquidity and completion of the sale of its retail
banking assets to U.S. Bank, N.A. on November 1, 2002. In
accordance with accounting principles generally accepted in the
United States of America, under the liquidation basis of
accounting, the Company is now reporting the value of, and the
changes in, net assets available for distribution to
stockholders instead of results from continuing operations.

The first quarter increase in net assets in liquidation was
primarily due to net income from operations of $0.6 million and
$2.6 million of proceeds from stock options and warrants
exercised during the quarter partially offset by $2.2 million of
dividend payments on the Company's Capital Securities. "Our
liquidation plan is on track both in timing and financial
results," commented Charles G. Cooper, the Company's President
and Chief Executive Officer.

The net income from operations consisted of $1.4 million of pre-
tax income from operations and a tax benefit of $0.8 million
partially offset by $1.6 million of net charges for additional
liquidation valuation adjustments which were largely
attributable to additional mark-to-market writedowns on the auto
lease portfolio as the residual values on these autos declined
on continued weakness in used car values.

The decrease in net assets in liquidation per outstanding share
was primarily due to an increase of 374,000 diluted common
shares outstanding resulting from exercises of stock options and
warrants during the quarter.

A comparison of pro-forma net assets in liquidation, adjusted
for estimated after-tax earnings from the Company's remaining
operations and an estimated after-tax gain on Bay View
Acceptance Corporation, the Company's auto finance company. This
pro-forma measure contains projections of future earnings and
the after-tax gain in the Company's auto finance company, and is
a non-GAAP measure. The Company believes this is a more
comprehensive measure of the economic value of the Company's net
assets in liquidation.

At March 31, 2003, total assets decreased to $595 million from
$876 million at December 31, 2002. The decrease was primarily a
result of the utilization of cash and cash equivalents to repay
maturing brokered CD's, loan sales and prepayments, and the
continued runoff of the auto lease portfolio.

During the quarter, the Company completed the sale of
approximately $115.4 million of loans and received an additional
$35.8 million in loan repayments. These loan sales and
repayments, totaling $151.2 million, were comprised of $74.0
million of asset-based loans, $57.8 million of auto loans, $7.0
million of franchise loans, $5.1 million of syndicated loans,
$4.2 million of commercial real estate loans, $2.4 million of
multifamily mortgage loans and $0.7 million of factored
receivables and commercial leases. At March 31, 2003, the
Company's remaining investment in loans to be liquidated was
reduced to $73.4 million.

Also during the quarter, the Company repaid the $224.2 million
of brokered CD's which had been outstanding at December 31, 2002
and were scheduled to mature during the quarter. Borrowings, now
consisting solely of the structured financing secured by the
cash flows from the Company's auto lease portfolio, were paid
down to $46.3 million at March 31, 2003 from $62.0 million at
December 31, 2002.

Total nonperforming assets, net of mark-to-market valuation
adjustments, were $22.0 million at March 31, 2003 as compared to
$27.3 million at December 31, 2002. Franchise related
nonperforming assets were $17.5 million at March 31, 2003 as
compared to $21.0 million at December 31, 2002.

Total loans and leases delinquent 60 days or more at March 31,
2003 were $8.5 million as compared to $17.8 million at December
31, 2002. Delinquent franchise related loans were $6.4 million
at March 31, 2003 as compared to $15.5 million at December 31,
2002.

BVAC originated $71.6 million of auto loans for the quarter
compared to $69.4 million for the fourth quarter of 2002. First
quarter loan production was below plan, at approximately 87% of
plan, as a result of a challenging business and economic
environment. Uncertainties caused by the events in the Middle
East, deteriorating consumer sentiment about the economy, and
sales incentives in the form of additional below-market auto
financing programs offered by the domestic auto manufacturers
all resulted in a soft start to the quarter's loan production.
Despite this, loan production ended the quarter on an upswing
with March production hitting 95% of plan.

First quarter auto loan production consisted of 2,533 loan
fundings representing the $71.6 million. Weighted average coupon
interest rates originated during the quarter were 8.70%; FICO
credit scores originated in the quarter averaged 728. At March
31, 2003, BVAC was servicing 35,200 loans representing $601
million.

The Company is currently negotiating with a lender for a
revolving line of credit facility to finance BVAC's existing
portfolio of auto receivables as well as its future loan
production by the end of the quarter. It is anticipated that
this credit facility will be in place by the latter part of the
second quarter. The Company continues to have adequate liquidity
to provide funding for the Company's operations and BVAC's loan
production through the second quarter. At March 31, 2003, cash
and cash equivalents totaled $80.9 million. Additional loan
repayments, asset dispositions and an anticipated auto loan
securitization during the second quarter should provide further
liquidity.

As announced in 2002, the holders of the Capital Securities
approved an early redemption of the Capital Securities at the
option of individual security holders. The Company originally
intended to complete this early redemption offer during the
first quarter of 2003. However, to date, the Company has
received limited expressions of interest in the optional
redemption from the holders of the Capital Securities. The
optional redemption offer will be reconsidered at the end of the
second quarter.

As discussed above, the Company adopted liquidation basis
accounting effective September 30, 2002. Accordingly, the
Company's consolidated financial statements as of and for the
quarter ended March 31, 2003 and December 31, 2002 have been
prepared under the liquidation basis of accounting including the
replacement of the Consolidated Statement of Operations and
Comprehensive Income with the Consolidated Statement of Changes
in Net Assets in Liquidation. The Company's consolidated
financial statements presented for periods prior to September
30, 2002, (i.e., for the quarter ended March 31, 2002) are
presented on a going concern basis of accounting. The Company is
providing, herein, a (1) Consolidated Statements of Net Assets
(Liquidation Basis) as of March 31, 2003 and December 31, 2002,
(2) Consolidated Statements of Changes in Net Assets in
Liquidation (Liquidation Basis) for the quarters ended March 31,
2003 and December 31, 2002 and (3) Consolidated Statement of
Operations and Comprehensive Income (Loss) for the quarter ended
March 31, 2002 (Going Concern Basis).

As previously announced, the Company will host a conference call
at 2:00 p.m. PDT on April 23, 2003 to discuss its financial
results. Analysts, media representatives and the public are
invited to listen to this discussion by calling 1-888-793-6954
and referencing the password "BVC." An audio replay of this
conference call will be available through Friday, May 23, 2003
and can be accessed by dialing 1-888-839-1117.

Bay View Capital Corporation is a commercial bank holding
company headquartered in San Mateo, California and is listed on
the NYSE: BVC. For more information, visit our Web site at
http://www.bayviewcapital.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services withdrew all its ratings on Bay View
Capital Corp., and its subsidiaries (including Bay View Bank
N.A.) except the 'B-' preferred stock rating on its subsidiary,
Bay View Capital Trust I. These ratings are being withdrawn as
the company liquidates itself.

The preferred stock rating on Bay View Capital Corp.'s
subsidiary, Bay View Capital Trust I, was based on the parent
organization's liquidation strategy. The majority of assets have
been sold, and liquidation accounting has been adopted to
facilitate the orderly wind-down of operations and the eventual
dissolution of all assets and net cash proceeds to be paid back
to stockholders. All formerly rated debt has been retired and
there remains only the $90 million of preferred stock of Bay
View Capital Trust I. This debt will remain outstanding until
the issue can be called at the end of 2003.


BEAR STEARNS: Fitch Junks B-Level 1996-3 Class B-5 Rating at CCC
----------------------------------------------------------------
Fitch Ratings has downgraded one class from Bear Stearns
Mortgage Securities, Inc.'s mortgage pass-through certificates,
series 1996-3: Bear Stearns Mortgage Securities, Inc., series
1996-3:

        -- Class B5 to 'CCC' from 'B'.

These actions are taken due to the high delinquencies in
relation to the applicable credit support levels as of the March
25, 2003 distribution.


BETHLEHEM STEEL: Judge Lifland OKs ISG Asset Purchase Agreement
---------------------------------------------------------------
The terms of the sale of substantially all of Bethlehem Steel
Corporation's assets to International Steel Group were approved
Tuesday in U.S. Bankruptcy Court of the Southern District of New
York.

In a ruling Tuesday morning, the Honorable Burton Lifland ruled
that the terms offered by ISG present the best and highest value
available for Bethlehem's assets and ordered that the sale
proceed. All objections to the sale were either resolved by the
parties or overruled by the judge.

"Bethlehem and ISG will now work to complete the transaction to
provide a continuum of service and employment to Bethlehem's
customers and employees," said Robert S. Miller, Bethlehem's
chairman and chief executive officer. "Combining the well-
maintained and productive assets of Bethlehem with ISG creates a
formidable competitor in the rapidly consolidating domestic
steel industry. I believe that Bethlehem's assets, under ISG
ownership, will continue to be leading suppliers of innovative
and customer-responsive steel products."

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BHMS03USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BHMS03USR1
for real-time bond pricing.


BETHLEHEM STEEL: Plans to Close Asset Sale to ISG by Month-End
--------------------------------------------------------------
International Steel Group Inc., announced that the U. S.
Bankruptcy Court has approved its purchase of the assets of
Bethlehem Steel Corporation. The acquisition, ISG's third since
its founding in February of 2002, reflects the Company's leading
role in restructuring and consolidating the North American steel
industry. ISG's acquisitions of the assets of LTV Steel, Acme
Steel and Bethlehem Steel have created one of North America's
largest steel producers, with steel shipments expected to exceed
16 millions tons per year and annual sales to top $6 billion.

The sale of Bethlehem's assets to ISG is expected to be
completed by April 30.

With the Bethlehem acquisition ISG will produce nearly a quarter
of the nation's flat rolled steel including hot rolled, cold
rolled, coated, and tin plate products. ISG will also be a major
producer of steel plate and rail. These products will be sold to
a broad range of steel consumers, including auto parts and
assembly markets, the construction industry, pipe and tube
manufacturers, appliance manufacturers, container and machinery
manufacturers.

The final purchase price includes approximately $790 million in
cash and $15 million in stock at closing, and another $120
million to be paid within 75 days to cover certain short-term
liabilities of the Bethlehem estate. The Company also is
assuming environmental and certain financing obligations, plus a
$35 million commitment to the Pension Benefit Guaranty
Corporation, which it values in the aggregate at approximately a
half billion dollars. In addition, ISG is funding the United
Steelworkers of America (USWA) employee Transition Assistance
Program. ISG estimates this program will cost approximately $125
million. The transaction includes ISG receiving approximately
$1.0 billion in net working capital currently on the books of
Bethlehem in addition to all of Bethlehem's fixed assets.

Following the acquisition, which is expected to close around the
end of April, ISG will own operating production facilities in
ten states with integrated steel works in Cleveland, Ohio; East
Chicago, Indiana (former LTV Steel facilities); Burns Harbor,
Indiana; and Sparrows Point, Maryland (former Bethlehem Steel
facilities). Other operations include electric furnace steel
production facilities at Coatesville and Steelton Pennsylvania;
and sheet finishing mills at Lackawanna, New York; Columbus,
Ohio; Conshohocken, Pennsylvania; (all former Bethlehem Steel
facilities); Hennepin, Illinois (a former LTV Steel facility);
Burns Harbor, Indiana (Chicago Cold Rolling, a former Bethlehem
Steel subsidiary); and a plate finishing mill at Newton, North
Carolina (Piedmont Plate & Processing, a former Bethlehem Steel
subsidiary). The company also owns and operates a compact strip
production facility at Riverdale, Illinois (a former Acme Steel
facility); and a coke plant at Warren, Ohio (a former LTV
facility). The company will own ten rail roads serving its
facilities; numerous land holdings; and a number of joint
ventures including iron ore operations and reserves in
Minnesota; finishing facilities at Cleveland, Ohio (a former LTV
Steel joint venture); Jackson, Mississippi (a former Bethlehem
Steel joint venture); and a steel construction systems company
at Orlando, Florida (a former Bethlehem Steel joint venture).

The integration of ISG's current facilities with the newly
acquired Bethlehem Steel facilities will enable the company to
maximize efficiency through elimination of redundant capital
spending, lengthening production runs through coordinated
marketing among facilities, optimizing product movement between
facilities, and leveraging existing sales and research
functions.

All currently operating production facilities acquired in the
Bethlehem Steel purchase will continue to operate under ISG
ownership. ISG transition management teams have been in place
working with Bethlehem Steel personnel and the USWA since early
February to ensure a seamless operation and uninterrupted
delivery of quality products and services to the Company's
expanded customer base. The Bethlehem Steel research facility in
Bethlehem, Pennsylvania will continue to develop improved
products and production techniques for ISG.

ISG, as a part of its purchase of Bethlehem Steel, is providing
funding for the USWA Transition Assistance Program to supplement
employee retirement costs and facilitate voluntary workforce
reductions. Company management expects that a high percentage of
Bethlehem employees not electing the voluntary resignation or
retirement options will be offered employment with ISG. The
Company projects a total ISG workforce in excess of 10,000.

ISG also said that it has reached agreement with the USWA on the
principles of a basic labor agreement based on the labor
contract recently ratified by ISG employees at the former LTV
Steel and Acme Steel facilities. The Company anticipates that
negotiations to finalize the agreement for ratification by
employees at the former Bethlehem Steel facilities will be
concluded in the near future.

ISG management also noted that it looks forward to establishing
new long term relationships with many of Bethlehem Steel's
suppliers. Efforts to utilize proven vendors were successful
with the LTV Steel and Acme Steel acquisitions.

Rodney Mott, ISG president and CEO stated, "The ISG operating
model has proven very successful. Our strong partnership with
the United Steelworkers, a minimum corporate staff and increased
plant decision making authority, right down to the shop floor,
are hallmarks of ISG's success. We are confident these factors
will apply equally well to the Bethlehem facilities. We are
consolidating the steel industry in a manner which is respectful
of the contributions so many in our industry have made while
remaining focused on creating a globally competitive company for
the long term."

Mott also expressed his appreciation for the support ISG has
received from state and local governments and affirmed the
Company's commitment to maintaining lasting relationships with
all the states and communities in which ISG will be operating.
"We have worked hard to be a good corporate citizen since our
founding. We want everyone associated with ISG to be proud of
that association," Mott said.

ISG was organized by WL Ross & Co. LLC in February 2002 to
acquire world- class steelmaking assets and, in full cooperation
with the USWA, restructure those facilities to be
internationally competitive. ISG purchased the principal
steelmaking assets of The LTV Corporation in April 2002. In
October 2002, ISG purchased a compact strip production facility
previously operated by Acme Steel Company. The acquisition of
Bethlehem's assets along with the previous acquisitions of the
assets of LTV Steel and Acme Steel make ISG a leader in
restructuring and consolidating the integrated steel industry in
North America.


BETHLEHEM STEEL: Pushing for USWA Release Agreement Approval
------------------------------------------------------------
After good faith, arm's-length settlement discussions, Bethlehem
Steel Corporation and its debtor-affiliates, and the United
Steelworkers of America, AFL-CIO resolved all potential claims
arising out of the termination of:

    (a) their collective bargaining relationship;

    (b) their current collective bargaining agreements; and

    (c) all retiree insurance programs, and the proposed sale
        of assets to the International Steel Group.

Thus, the Debtors ask the Court to approve their release
agreement with the USWA.

The salient terms of the Release Agreement include:

A. Pension Agreement

   All of the Debtors' obligations under the parties' pension
   agreements will be deemed to have ceased accruing as of
   December 18, 2002, and will result in no further liability to
   the Debtors after that date.

B. WARN

   The Debtors will issue a contingent notice pursuant to the
   Worker Adjustment and Retaining Notification Act for the
   benefit of all USWA-represented employees as soon as
   practicable, and upon issuance, the USWA on behalf of itself,
   and to the fullest extent of the law on behalf of all USWA-
   represented individuals, will waive any further WARN
   obligation of the Debtors.

C. The Transition Assistance Program

   The Debtors and the USWA will fully cooperate with each other
   and with ISG regarding the early implementation of the TAP
   agreed to by the USWA and ISG before the closing of the
   Debtors' asset sale, provided that the implementation is
   consistent with the orderly operation of the Debtors'
   business.

D. Modifications to Master or Non-Master Agreements

   The Debtors will cooperate with the USWA and ISG in fully
   implementing the modifications to the Master or Non-Master
   Labor Agreements.  The USWA agrees that the Debtors and their
   subsidiaries, affiliates, employees and agents, will have no
   liability for any claims, causes of action, unfair labor
   practices, damages or grievances for any action or inaction
   by the Debtors.

E. Grievances

   The USWA will retain its claims with respect to all
   complaints or grievances under the Master or Non-Master Labor
   Agreements whether pending or future, provided, however, that
   the Debtors' liability 1for payment to all grievances will be
   limited to $1,000,000.  Any unused balance of the $1,000,000
   for the Grievances will be contributed by the Debtors to the
   ISG Combined Company VEBA.

F. Retiree Health and Life Insurance

   The Debtors will not be liable for any claims under any
   retiree health benefit plan or for any life insurance or
   death benefit for any covered death incurred after March 31,
   2003. Notwithstanding any statutory right they may have
   before September 30, 2003 to discontinue the coverage, the
   Debtors will maintain the COBRA coverage under their retiree
   health benefit plans covered by the Release Agreement
   beginning April 1, 2003 through September 30, 2003, unless
   the USWA reports to the Debtors before that date that
   alternative replacement arrangements are in place, in which
   case the Debtors will be free to discontinue COBRA offerings
   to retirees.

G. Section 1113 Waiver

   As long as the Release Agreement remains in effect, the
   Debtors waive their right to seek relief under Section 1113
   of the Bankruptcy Code with respect to any of their
   Collective Bargaining Agreements with the USWA, including the
   Release Agreement.

H. Termination of CBAs

   The CBAs between the Debtors and the USWA, which ISG will not
   assume are terminated effective on the Closing of a Court-
   approved Asset Sale to ISG.  Similarly, all of the Debtors'
   obligations under any CBAs assumed by ISG or for which the
   Debtors may be indirectly liable are terminated effective on
   the Closing.

I. Termination of Collective Bargaining Relationships

   The Collective Bargaining Relationship between the Debtors
   and the USWA will terminate effective on the Closing.  The
   Debtors and the USWA waive any right to request bargaining
   over any issue not covered by the Release Agreement.

J. Releases

   Except for claims relating to the Debtors' obligations
   contained or incorporated in the Release Agreement, the USWA
   and the Debtors waive and release the other from any and all
   other claims that they have asserted or could have asserted
   relating to:

   -- any of the CBAs;

   -- claims under any federal, state, or local law relating to
      employment, discrimination in employment, wages, benefits
      or otherwise; and

   -- bankruptcy claims of any kind that the USWA filed.

K. Right to Terminate

   The USWA has the unilateral right, at its sole discretion, to
   terminate the Release Agreement in the event:

   -- ISG abandons its pursuit of the sale;

   -- the Debtors enter into an asset purchase agreement with
      another party; or

   -- there has been no Closing on or before May 1, 2003, or a
      later date as the parties and ISG will mutually agree.

   If the USWA elects a termination, the Release Agreement will
   be null and void, the Master and Non-Master Agreements will
   "snap-back" on a prospective basis only, to their terms and
   conditions as of the time just before the Release Agreement
   Effective Date, and any interim modifications implemented
   pursuant to the Release Agreement will be rescinded.  But the
   "snap-back" will not be deemed to constitute a postpetition
   assumption of the prepetition Master and Non-Master Labor
   Agreements.

Absent the Release Agreement, Jeffrey Tanenbaum, Esq., at Weil,
Gotshal & Manges LLP, in New York, says, the Debtors would be
required to resort to their rights and remedies under Sections
1113 and 1114 of the Bankruptcy Code which entails a litigious
and unpredictable process with a tremendous attendant cost and
expense.  Even if the Debtors succeed, Mr. Tanenbaum points out
that the litigation could result in multi-billion dollar
unsecured and potentially administrative claims against the
Debtors' estates.

Mr. Tanenbaum maintains that the ISG transaction, and the fact
that ISG and the USWA have reached a satisfactory labor
arrangement to govern the USWA-represented employees of the
newly-formed company after the closing of the ISG transaction
presents a window of opportunity for the Debtors to compromise
and settle substantial obligations through the Release
Agreement.

Specifically, Mr. Tanenbaum enumerates benefits that the Debtors
will derive from the Release Agreement:

  (1) release of $1,500,000,000 in retiree claims by USWA-
      represented retirees, excluding future administrative
      costs, as of November 30, 2001;

  (b) termination of retiree benefits as of March 31, 2003,
      which will allow the Debtors to save $13,000,000 per month
      with respect to the USWA-represented retirees;

  (c) release of incalculable claims resulting from the
      termination of the collective bargaining agreements or
      CBAs and actions necessary to effectuate the ISG
      transaction, including the release of successor liability
      obligations;

  (d) release from effects bargaining obligations with the USWA;

  (e) release from WARN Act obligations to USWA-represented
      employees following issuance of a contingent WARN Act
      notice to all USWA represented employees; and

  (f) settlement of all outstanding grievances of the USWA-
      represented employees.

Importantly, Mr. Tanenbaum explains that the Release Agreement
will enable the Debtors to consummate the ISG transaction and
will facilitate the Debtors' ability to confirm a Chapter 11
liquidating plan by removing the specter of the assertion
against the estates of administrative or priority claims by the
USWA or the Debtors' USWA-represented employees and retirees, as
well as billions of dollars of unsecured claims which would
otherwise serve to overwhelm and in essence negate any potential
recovery to unsecured creditors. (Bethlehem Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BURLINGTON: Court Okays Used Equipment Sale to Gibbs for $3.9MM
---------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
permission from the Court to dispose, through sale, assignment
or otherwise, assets that are not necessary to the ongoing
operation of their businesses.  The Debtors identified certain
equipment formerly used at three manufacturing plants that were
closed by Burlington as unproductive assets.

The Debtors negotiated a definitive agreement with Gibbs
International Inc., for the sale of the Equipment.  The
significant terms of the Asset Purchase Agreement are:

A. Purchase Price

    The $3,950,000 purchase price will be paid to Burlington
    in two payments:

    -- $395,000 paid as a good faith deposit on March 6, 2003,
       and

    -- $3,555,000 in cash at the Closing.

B. The Equipment

    At the Closing, the Debtors will sell, transfer and convey
    to Gibbs the Equipment.

C. The Closing

    The Closing will occur on or before three business days
    after the entry of an order approving the sale.

D. Removal of Equipment: Gibbs' Obligations

    Gibbs is responsible for all costs and liabilities
    associated with removing the Equipment from Burlington's
    premises, including:

    (a) disassembling the Equipment;

    (b) picking up the Equipment;

    (c) loading the Equipment onto Gibbs' moving vehicles; and

    (d) transporting the Equipment from Burlington's location.

    Main electrical, gas, boiler, water and air disconnects to
    the Equipment will be the Debtors' responsibility; Gibbs
    will disconnect at the machine level.  From Closing, Gibbs
    will be fully responsible for all insurance on the Equipment
    while the Equipment is on Burlington's premises.  Gibbs will
    pay the Debtors reasonable storage costs for any Equipment
    left on the Debtors' property after the Removal Deadlines.

E. As Is, Where Is

    Gibbs acknowledges and agrees that it has had full
    opportunity to inspect and operate the Equipment and further
    acknowledges and agrees that the Equipment is used equipment
    which is being sold "As is, Where is, With All Faults."

F. Indemnification by Gibbs

    Gibbs agrees to indemnify and hold harmless the Debtors and
    its employees against any and all liabilities, penalties,
    demands, claims, causes of action, suits, losses, damages,
    costs and expenses whatsoever arising from or growing out of
    disassembly, possession, handling, storage, resale or use by
    Gibbs or by others of the Equipment. (Burlington Bankruptcy
    News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


COM21 INC: March 31 Balance Sheet Upside-Down by $12 Million
------------------------------------------------------------
Com21, Inc. (OTC Bulletin Board: CMTO) reported financial
results for the three-month period ended March 31, 2003.

Revenues for the first quarter of 2003 were $3.4 million, a
decrease of 44% from $6.1 million recorded in the fourth quarter
of 2002. Pro forma gross margins were 24% as compared to 19% in
the fourth quarter of 2002. Pro forma operating expenses
decreased to $5.8 million for the first quarter of 2003. The
Company reported a pro forma net loss for the first quarter of
2003 of $4.9 million, or $0.17 per share, compared to a pro
forma net loss of $5.3 million, or $0.19 per share, reported in
the fourth quarter of 2002.

The first quarter of 2003 pro forma results were not prepared in
accordance with generally accepted accounting principles (GAAP)
and exclude charges related to the write-off of inventory of
discontinued products, restructuring charges, and interest
expense associated with debt owed to former contract
manufacturers. The Company's management believes that investors'
understanding of the financial performance of the Company is
enhanced by disclosure of the pro forma results which are
intended to assist an investor to understand the Company's
results of operations. Including these expenses in accordance
with GAAP, the loss for the first quarter of 2003 was $5.8
million, or a loss of $0.20 per share. The loss for the fourth
quarter of 2002, determined by including these expenses in
accordance with GAAP, was $7.8 million or a loss $0.27 per
share. The accompanying tables to this press release include
both GAAP and pro forma profit and loss statements.

Total cable modem shipments decreased 53% during the first
quarter of 2003 to 35,000 units from 75,000 units during the
fourth quarter of 2002. DOCSIS modem shipments declined to
23,000 units, a decrease of 63% from the fourth quarter of 2002.
The 12,000 ATM units shipped in the first quarter of 2003 are
consistent with the prior quarter. ATM headend shipments in the
first quarter of 2003 totaled 30 units, a 58% increase over the
fourth quarter of 2002.

Com21 booked revenue on 20 DOXcontroller 1000XB CMTS units
shipped during the first quarter of 2003, a sequential increase
of 33% over the 15 DOXcontroller units shipped for revenue
during the fourth quarter of 2002. An additional 36 CMTS units
were shipped in the first quarter to one customer and, while the
majority of these units have been deployed in their network, the
revenue for these units was deferred due to a contractual
requirement for delivery of additional software. The Company
anticipates shipping this software and recognizing the revenue
associated with these CMTS units in the second quarter of 2003.

Com21, Inc.'s March 31, 2003 balance sheet shows the Company
recorded a working capital deficit of about $14 million, and a
total shareholders' equity deficit of about $12 million.

Com21, Inc. -- http://www.com21.com-- is a leading global
supplier of system solutions for the broadband access market.
The Company's DOCSIS, EuroDOCSIS, and ATM -based products enable
cable operators and service providers to deliver high-speed,
cost-effective Internet, telephony, and video applications to
corporate telecommuters, small businesses, home offices, and
residential users. To date, Com21 has shipped over two million
cable modems and over 2,000 headend controllers worldwide.

Com21 is an ISO 9001 registered company. The Company's corporate
headquarters is located in Milpitas, California, USA, with its
research and development facility in Cork, Ireland. In addition,
Com21 maintains sales and support offices in the United States,
Europe, Asia, and Latin America.


CORNING INC: First Quarter Results Surpass Quarterly Guidance
-------------------------------------------------------------
Corning Incorporated (NYSE:GLW) announced that its first-quarter
results exceeded quarterly guidance and sales increased
sequentially for the first time in two years. The company said
sales were $746 million and that it recorded a net loss of $205
million. This net loss includes $201 million of charges
primarily related to the previously announced asbestos
litigation settlement and restructuring and impairment charges.

James R. Houghton, chairman and chief executive officer, said,
"We are extremely pleased with the improvement in our quarterly
performance. Our results reflect stronger than expected demand
for fiber and cable in Japan and the continued strength of our
technologies businesses, particularly the Display Technologies
and Environmental Technologies businesses." Houghton said that
the company continues to focus on its goal of returning to
profitability by the third quarter of this year. "We are seeing
significant improvement in our gross margin and lower operating
costs due to our restructuring efforts over the past year," he
said.

               Previously Announced Charges

Corning said its first-quarter results include net charges
totaling $345 million ($201 million after-tax and minority
interest). These include the following:

-- A previously announced charge of $298 million ($192 million
   after-tax) for asbestos litigation related to Pittsburgh
   Corning Corporation.

-- Net restructuring and impairment charges of $51 million ($12
   million after-tax and minority interest) related to the
   previously announced decisions to shut down Corning Asahi
   Video and the optical switching business, offset by
   adjustments to the company's existing restructuring reserves.

-- A net gain of $4 million ($3 million after-tax) related to
   the repurchase of debt using cash and common stock.

              First-Quarter Operating Results

Sales for the quarter of $746 million represent a sequential
increase from fourth- quarter sales of $736 million.
Telecommunications segment sales were $352 million, compared to
fourth-quarter sales of $363 million. Fiber volume increased
approximately 15 percent sequentially due to stronger than
expected demand in Japan and China, offset by continued softness
in North America and Europe. Sequential price declines, as
expected, were in the 10 to 15 percent range for the quarter.

Corning Technologies recorded first-quarter sales of $388
million, an increase over fourth-quarter sales of $367 million.
Corning's display glass sales were fueled by strong demand for
flat screen desktop monitors, the popularity of notebook
computers and growing interest in liquid crystal display (LCD)
televisions. Sequential quarterly display glass volume gains
were about 10 percent and LCD glass pricing was stable.
Corning's environmental products business experienced volume
increases worldwide. Both of these businesses benefited from
favorable exchange rates.

Corning's first-quarter results benefited from the initial
recognition of $17 million of equity earnings from Dow Corning
Corporation. Corning's total equity earnings for the first
quarter were $59 million.

                       Liquidity Update

Corning said that it ended the first quarter with $1.85 billion
in cash and short-term investments, a decline from $2.1 billion
at the end of last year. The decline was primarily due to the
use of cash to retire debt. Operating cash flow included a $191
million federal income tax refund.

In the first quarter, Corning used $251 million for scheduled
debt repayments and open market repurchases. In addition,
Corning exchanged 6.5 million shares of Corning common stock for
debt with an accreted value of $43 million. Corning said that it
might continue from time-to-time to retire its debt securities
in open market, privately negotiated or other transactions.
Corning ended the quarter with a debt-to-capital ratio of 45.6
percent, down from 46.7 percent from year-end.

                   Second-Quarter Outlook

Corning said that it expects second-quarter sales to be in the
range of $715 million to $745 million. It also anticipates
results in the range of a loss of $0.02 per share to income of
$0.01 per share. These results exclude the impact of previously
announced restructuring charges and any adjustments to the
asbestos settlement reserve required by movement in Corning's
stock price.

Corning expects continued strong performance from its LCD glass
business, with sequential volume gains of about 10 percent and
stable pricing. Second quarter fiber volumes are expected to
decline sequentially by about 25 percent, driven by the seasonal
slowdowns in Japan and the continued softness across the North
American market.

Corning said it also continues to explore a number of options
for its Photonic Technologies business and expects to reach a
decision by mid-year.

James B. Flaws, vice chairman and chief financial officer, said,
"Putting aside the strength of our fiber and cable business in
Asia last quarter, we are not seeing a lift in our
telecommunications businesses, but this does not surprise us.
Global events, the long winter in North America and the overall
malaise in the economy appear to be delaying any potential
seasonal improvements in telecom sales. We anticipate that with
normal seasonality in the Japanese fiber market, there will be a
pick up in volume in the second half of the year.

Flaws said that the company has been closely monitoring external
trends across all its markets and said, "While it is too early
to tell, there are indications that a general economic slow down
in North America may affect some of Corning's businesses such as
Environmental Technologies where potential inventory corrections
in the auto industry could dampen second-quarter sales. However,
our plan to return to profitability is mostly dependent on
strong performance of our display business and our own cost
cutting actions. Our first-quarter performance on these fronts
was strong and we remain optimistic that our profitability goal
is achievable."

Established in 1851, Corning Incorporated (www.corning.com)
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products in its
Telecommunications segment. Corning's Technologies segment
manufactures high-performance display glass, and products for
the environmental, life sciences, and semiconductor markets.


DEAN FOODS: Redeeming $200 Million of 5-1/2% TIPES for Equity
-------------------------------------------------------------
Dean Foods Company (NYSE: DF) announced that its wholly-owned
subsidiary, Dean Capital Trust, will partially redeem a second
tranche of its 5-1/2% Trust Issued Preferred Equity Securities
(TIPES). TIPES with an aggregate liquidation amount of $200
million will be redeemed on May 22, 2003 at a redemption price
of $51.0315 per security. The TIPES to be redeemed will be
selected by lot pursuant to the terms of the related indenture.

Holders of TIPES that are selected for redemption will have
until 4:00 P.M. EDT on May 21, 2003 to convert their preferred
securities into shares of Dean Foods common stock instead of
receiving the $51.0315 redemption price. TIPES submitted for
conversion will be exchanged for 1.278 shares of Dean Foods
common stock for each TIPES security. Fractional shares will be
paid in cash.

The company will fund cash redemptions of TIPES using cash flow
from operations and borrowings under the company's senior credit
facility. Any shares of common stock that Dean Foods Company may
issue as a result of conversions of TIPES are already reflected
in the company's reported diluted share calculation for purposes
of determining diluted earnings per share, as required by
generally accepted accounting principles.

On April 17, 2003, 99% of the first $100 million tranche of
TIPES were converted to common stock. Following the completion
of the company's second partial redemption, approximately $300
million of TIPES will remain outstanding.

Dean Foods Company is one of the nation's leading food and
beverage companies. The company produces a full line of company-
branded and private label dairy and dairy-related products such
as milk and milk-based beverages, ice cream, coffee creamers,
half and half, whipping cream, whipped toppings, sour cream,
cottage cheese, yogurt, dips, dressings and soy milk. The
company is also a leading supplier of pickles and other
specialty food products, juice, juice drinks and water. The
company operates over 120 plants in 36 U.S. states and Spain,
and employs approximately 30,000 people.

                         *     *     *

As previously reported, Fitch Ratings initiated coverage of the
New Dean Foods Company assigning a 'BB+' secured credit facility
rating and 'B-' trust convertible preferred securities rating.
Fitch's rating of the senior unsecured notes that were
outstanding prior to Suiza Foods Corporation (Suiza)
acquisition, and on Rating Watch Negative have been downgraded
to 'BB-' from 'BBB+'. Fitch has also withdrawn the Old Dean
Foods commercial paper rating of 'F2', which was also on Rating
Watch Negative.


DELTA WOODSIDE: Narrows March Quarter Net Loss to $1.1 Million
--------------------------------------------------------------
Delta Woodside Industries, Inc. (NYSE:DLW) reported net sales of
$46.5 million for the quarter ended March 29, 2003, compared to
net sales of $41.2 million for the quarter ended March 30, 2002.
Sales for the current year quarter increased 12.9% from sales
for the previous year quarter. For the nine months ended
March 29, 2003 the Company reported net sales of $128.5 million
compared to net sales of $122.3 million for the nine months
ended March 30, 2002, an increase of 5.1%.

The Company reported an operating loss of $0.5 million for the
quarter ended March 29, 2003 compared to an operating loss of
$2.0 million for the quarter ended March 30, 2002. For the nine
months ended March 29, 2003 the Company reported operating
profit of $3.8 million compared to an operating loss of $13.3
million for the nine months ended March 30, 2002. The operating
loss for the current year's quarter includes impairment and
restructuring expenses associated with the closing of the
Catawba Plant of $0.4 million. The operating loss reported for
the previous year's nine month period included impairment and
restructuring expenses associated with closed facilities of $8.7
million. For the nine months ended March 29, 2003, the Company
recorded a before tax gain of $1.3 million from the repurchase
by the Company's wholly owned subsidiary, Delta Mills, Inc, of a
portion of its 9-5/8% senior notes. For the quarter and nine
months ended March 30, 2002, the Company reported a before tax
gain of $0.5 million in this category. There was no gain
recorded in this category for the current year quarter.

The Company reported a net loss of $1.1 million for the quarter
ended March 29, 2003 compared to a net loss of $2.5 million for
the quarter ended March 30, 2002. For the nine months ended
March 29, 2003 the Company reported net income of $0.6 million
compared to a net loss of $12.9 million for the nine months
ended March 30, 2002. The net loss for the three months ended
March 29, 2003 includes impairment and restructuring expenses
associated with the closing of the Catawba Plant of $0.2 million
on an after tax basis. The net loss for the nine months ended
March 30, 2002 included impairment and restructuring expenses
associated with closed facilities of $5.6 million on an after
tax basis.

The Company also reported that it had received notification from
the New York Stock Exchange that the Company had met the
continued listing standard requiring that average total market
capitalization not be less than $15 million over a consecutive
30 day trading period. The Company is now considered to be a
"company in good standing" with respect to the New York Stock
Exchange's continued listing standards.

W.F. Garrett, President and CEO, commented, "The soft retail
sales and weak consumer spending we experienced in the second
quarter continued into our third quarter causing our operating
schedules to suffer, especially in the early part of the
quarter. However, we were pleased that this year's third quarter
results showed significant improvement over last year's third
quarter. I am also encouraged that our order backlog suggests an
improved plant operating schedule in the fourth quarter.
However, we will continue to see price pressure, especially with
our core products, in the coming months."

Delta Woodside Industries, Inc. -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- is
headquartered in Greenville, South Carolina. Through its wholly
owned subsidiary, Delta Mills, it manufactures and sells textile
products for the apparel industry. The Company employs about
1,600 people and operates five plants located in South Carolina.


DIRECTV LATIN AMERICA: Court Approves Young Conaway as Counsel
--------------------------------------------------------------
In accordance with Section 327(a) of the Bankruptcy Code, Judge
Walsh authorizes DirecTV Latin America LLC to employ Young
Conaway Stargatt & Taylor LLP as its bankruptcy counsel nunc pro
tunc to March 18, 2003.  The issue raised by the U.S. Trustee
regarding whether Young Conaway is entitled to hold its retainer
as an "evergreen" retainer is deferred until after a similar
issue which has been briefed and is pending in the Chapter 11
case of In re CTC Communications Group, Inc., Case No. 02-12873
(PJW) has been ruled by this Court or otherwise resolved.  After
the Court's ruling or other resolution of the issue in CTC
Communications, Young Conaway, in consultation with the Office
of the U.S. Trustee, may reschedule a hearing on the U.S.
Trustee's Objection.

Pending a further Court order, Young Conaway has agreed to first
apply its retainer to postpetition fees and expenses before
seeking payment from the estate, provided that if this Court
subsequently overrules the U.S. Trustee's Objection, any amounts
applied from the retainer to postpetition fees and expenses will
be replenished by the estate in order to re-establish the
"evergreen" retainer.

                         *     *     *

With the Court's approval, Young Conaway will:

    (a) provide legal advice with respect to DirecTV's powers
        and duties as debtor-in-possession in the continuing
        operation of its business and management of its
        properties;

    (b) prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

    (c) prepare on behalf of DirecTV necessary applications,
        motions, answers, orders, reports and other legal
        papers;

    (d) appear in Court and protect the interests of DirecTV
        before the Court; and

    (e) perform all other legal services for DirecTV which may
        be necessary and proper in these proceedings.

Young Conaway will charge DirecTV on an hourly basis and look
for reimbursement of actual, necessary expenses and other
charges it will incur.  The principal attorneys and paralegals
presently designated to represent DirecTV and their standard
hourly rates are:

    Professional           Rate
    ------------           ----
    Joel A. Waite          $425
    M. Blake Cleary         315
    Alfred Villoch, III     204
    Stefanie Hubloue        120

Other attorneys and paralegals may from time to time serve
DirecTV in connection with Young Conaway's employment.
(DirecTV Latin America Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DOBSON COMMS: Expects to Complete BofA Loan Workout by Tomorrow
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that
its majority shareholder, Dobson CC Limited Partnership, has
advised the Company that DCCLP and Bank of America, N.A. have
extended the time for the completion of the amendment and
restructuring of DCCLP's loan to tomorrow.

On March 31, 2003, DCCLP announced that it had reached an
agreement in principle with Bank of America for the amendment
and restructuring of the loan. Under the agreement in principle,
DCCLP will maintain controlling interest in Dobson
Communications, and any change of control risk (under the credit
agreements, indentures and preferred stock provisions to which
Dobson Communications and its subsidiaries are parties) arising
from a subsequent default under the restructured loan would be
permanently eliminated. DCCLP stated today that the key terms of
the agreement, including the elimination of the change of
control risk, remain unchanged from March 31.

The agreement in principle is not binding on either party and is
subject to the completion of a definitive agreement. Dobson
Communications can provide no assurance that DCCLP and Bank of
America will complete the transactions provided for in the
agreement in principle.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, Dobson serves markets in 17 states. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net


EAGLE FOOD: Turning to Huron Consulting for Financial Advice
------------------------------------------------------------
Eagle Food Centers, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ and retain Huron Consulting Group
LLC as their Financial Advisor and Investment Banker.

The Debtors has retained Huron Consulting to perform prepetition
services to assist and resolve their prepetition liquidity
crisis, and to advise the Debtors in business planning,
restructuring and to explore the potential for a sale of assets.
As a result, Huron Consulting has in-depth knowledge of the
Debtors' business operations as well as the specific financial
issues that the Debtors currently face.

In this engagement, Huron agrees to advise the Debtors in a
strategic and financial advisory capacity in order to meet the
Debtors' goals and objectives. The scope of Huron's services
will include:

     a) review of the current business plan (i.e., four-wall
        analysis) and assessment of alternative assumptions and
        direction;

     b) evaluation of the Debtors' cash position;

     c) assist counsel in completing a situational and due
        diligence assessment of the financial, legal and
        operating circumstances facing the Debtors currently and
        in the intermediate term;

     d) assist the Debtors and/or counsel in connection with the
        contingency plans under various scenarios;

     e) advice and assistance in connection with strategic
        planning initiatives;

     f) assistance in connection with evaluation and responding
        to information requests from, and otherwise coordinating
        or assisting with the Debtors' interaction with the
        financial advisors of the Debtors' lenders or other
        major constituents;

     g) providing due diligence and other staff support in
        connection with potential strategic transactions;

     h) evaluating the Debtors' near term and longer term
        working capital requirements under different strategic
        alternatives;

     i) preparing and analyzing cash flows of the Debtors under
        different strategic alternatives;

     j) summarizing the assets and liabilities of the Debtors;

     k) review of supplemented or alternative business plans of
        the Debtors and identification of revenue enhancements
        and cost reductions;

     l) analyze the profitability of the Debtors' various
        product lines, store formats and geographic positioning;

     m) assess the Debtors' in formation systems and core
        competencies;

     n) assist in negotiations with lenders, creditors and other
        major constituents;

     o) assist the Debtors with implementation of operational
        changes;

     p) assist the Debtors as necessary with the assessment of
        corporate finance alternatives;

     q) provide litigation support and other information as
        specifically requested by the Debtors or counsel;

     r) provide such other assistance to the Debtors or counsel
        in connection with the foregoing as may be reasonably
        requested; and

     s) assist the Debtors in connection with analysis and
        execution of strategic alternatives including, but not
        limited to, capital restructuring and the sale of
        assets.

Huron Consulting will bill the Debtors in its current hourly
rates, which are:

          Managing Director   $500 per hour
          Directors           $400 per hour
          Managers            $350 per hour
          Associates          $250 per hour
          Analysts            $175 per hour

Eagle Food Centers Inc., a leading regional supermarket chain
headquartered in Milan, Illinois, filed for chapter 11
protection on April 7, 2003 (Bankr. N.D. Ill. Case No. 03-
15299).  George N. Panagakis Esq., at Skadden Arps Slate Meagher
& Flom represents the Debtors in their restructuring efforts.
As of November 2, 2002, the Debtors listed $180,208,000 in
assets and $177,440,000 in debts.


EASYLINK SERVICES: Nasdaq Delisting Appeal Hearing on May 15
------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY) announced that the
Nasdaq Listing Qualifications Panel has scheduled an oral
hearing on May 15, 2003 to consider EasyLink's request for
continued listing on the Nasdaq National Market.

At the hearing, the Company intends to submit a plan that it
believes will demonstrate its ability to regain compliance with
the Nasdaq requirements. There can be no assurance the Panel
will grant the Company's request for continued listing. A
decision by the Panel is typically provided within four weeks of
the hearing. EasyLink stock will continue to be listed on the
Nasdaq National Market pending the final decision of the
Qualifications Panel.

The Company received a Nasdaq Staff Determination on April 8,
2003 indicating that the Company has failed to regain compliance
with Nasdaq's Marketplace Rules 4350(C) and (d) (2) which
require listed companies to maintain an audit committee of at
least three members, comprised solely of independent directors.
Its common stock is therefore subject to delisting from the
Nasdaq National Market. The Company has also received
notification from Nasdaq that it fails to meet the $10 million
minimum stockholders equity requirement contained in Marketplace
Rule 4450(a)(3) and the $1 minimum bid price requirement
contained in Marketplace Rule 4450(a)(5). The Company received
an extension until June 23, 2003 to regain compliance with the
minimum bid price requirement.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Piscataway, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
networks facilitate transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 400 of the Global 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com

                          *   *   *

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

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


ENCOMPASS SERVICES: Claims Treatment Revision Under Amended Plan
----------------------------------------------------------------
Under the Second Amended Plan, Encompass Services Corporation
and its debtor-affiliates make these revisions to the original
classification and treatment of claims and equity interest:

A. Class 2 Claims, composed of Secured Tax Claims, are deleted.
   The new classification of claims reflect:

    Class 1  -- Other Priority Claims
    Class 2  -- Other Secured Claims
    Class 3  -- Existing Credit Agreement Claims
    Class 4  -- Surety Claims
    Class 5  -- Convenience Claims
    Class 6  -- General Unsecured Claims
    Class 7  -- Litigation Claims
    Class 8  -- Existing Preferred Stock
    Class 9  -- Existing Common Stock and Section 510(b) Claims
    Class 10 -- Existing Other Equity Interest

B. The estimated amounts of administrative and priority claims
   that will be outstanding and remaining to be paid on or after
   the Effective Date are:

   -- Administrative Expense Claims, including professional
      fees, which will be paid, in part, during the Chapter 11
      Cases pursuant to Bankruptcy Court orders, administrative
      rent, normal postpetition trade payables, Surety Claims
      and costs of insurance, is $20,400,000;

   -- Priority Tax Claims is $3,000,000; and

   -- Class 1 or Other Priority Claims is $5,400,000.

C. Only Class 1 Claims remain unimpaired.  The rest of the
   claims -- Classes 2, 3, 4, 5, 6, 7, 8, 9 and 10 -- are
   impaired. However, only Classes 2, 3, 4, 5 and 6 are entitled
   to vote on the Plan.

   Although Litigation Claims in Class 7 are Impaired, the
   Claims are all Disputed Claims and, therefore, the holders
   will not be entitled to vote on the Plan with respect to the
   Claim absent: (a) the filing of a Proof of Claim to which the
   Debtors have not objected or (b) the issuance of an order by
   the Bankruptcy Court granting the temporary allowance of the
   Claim.

   The holders of impaired claims that will not receive
   any distribution on account of their claims under the Plan --
   Classes 8, 9, 10 -- are deemed to have rejected the Plan and
   are not entitled to vote.

D. Unliquidated, contingent or disputed Claims will not be
   considered Allowed Claims and entitled to vote unless and
   until the amount is estimated or determined, or the dispute
   is determined, resolved or adjudicated in the Bankruptcy
   Court or another court of competent jurisdiction, or pursuant
   to agreement with the Debtors.  Accordingly, holders of
   unliquidated, contingent or disputed claims will not be
   entitled to vote with respect to the Claim unless
   the holder either:

      (i) timely files, with respect to the Claim, a Proof of
          Claim to which the Debtors have not specifically
          Objected; or

     (ii) applies to the Bankruptcy Court for temporary
          allowance of the Claim for voting purposes only and
          the application is heard and determined by an order of
          the Bankruptcy Court on or before May 7, 2003.

E. With respect to Classes 2, 3, 4, 5, 6 and 7, if the aggregate
   amount of Other Secured Claims, Existing Credit Agreement
   Claims, Surety Claims, Convenience Claims, General Unsecured
   Claims and Litigation Claims that are ultimately Allowed
   exceeds the Debtors' estimate, the estimated percentage
   recovery for holders of Claims would be reduced.

   No representation can be or is being made with respect to
   whether the estimated percentage recoveries for Classes 2, 3,
   4, 5, 6 and 7 will actually be realized by the holders of
   Allowed Claims in those Classes.

F. The specific provisions for these Classes are amended:

   -- Class 3 Existing Credit Agreement Claims

      On the later of (i) the Effective Date or (ii) the date on
      which its Existing Credit Agreement Claim becomes allowed,
      each claim holder will receive, in full satisfaction of
      its Claim, a pro rata share of:

        (i) the Asset Sale Proceeds;

       (ii) the proceeds of all Postpetition Collateral to the
            extent they secure the Adequate Protection
            Obligations; and

      (iii) the proceeds of all of the Prepetition Collateral,
            including the proceeds of the Prepetition Collateral
            that are collected after the Confirmation Date.

      Each claimholder will have a Deficiency Claim to the
      extent the value of the Collateral securing its Allowed
      Existing Credit Agreement Claim is less than the Claim
      amount.

      Estimated recovery for each claimholder is 43% while
      Estimated amount for the whole class is $574,200,000.

   -- Class 4 Surety Claims

      Except for obligations arising under a Bond under which a
      Residential Debtor is the principal and primary
      indemnitor, assets and properties of the Reorganized
      Residential Debtors will be free from all Bonded
      Obligations, including:

         (i) all Claims related to cross-indemnities; and

        (ii) all rights of the Sureties to cross-collateralize
             losses sustained by them which are in any way
             attributable to the Non-Residential Debtors.

      Estimated Recovery is 100%.

   -- Class 5 Convenience Claims

      If the amount to be distributed to the holder of an
      Allowed Convenience Claim pursuant to the terms of the
      amended Plan, is less than the estimated distribution that
      the creditor would be entitled to receive if the creditor
      were treated as a creditor holding an Allowed General
      Unsecured Claim rather than an Allowed Convenience Claim,
      then the holder of the Allowed Convenience Claim will
      automatically be accorded the treatment provided to
      the holders of Allowed General Unsecured Claims.

      The Debtors present no estimate of recovery for this class
      of claims.

   -- Class 6 General Unsecured Claims

      Estimated Recovery is 6% while Estimated Amount for the
      entire Class is $745,000,000. (Encompass Bankruptcy News,
      Issue No. 11; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


ENRON: Cinergy Takes Legal Action vs. Debtors to Set-Off Claims
---------------------------------------------------------------
Cinergy Corp., Cinergy Marketing & Trading, LP, Cinergy Capital
& Trading, Inc., Cinergy Canada, Inc., Cinergy Global Trading,
Ltd., The Cincinnati Gas & Electric Company, PSI Energy, Inc.,
and Cinergy Services, Inc. seek a declaration affirming their
rights to set off prepetition debts and credits arising from a
series of forward contracts involving the sale and purchase of
electricity, natural gas and other commodities and derivates
against Enron Corp., Enron North America Corp., Enron Power
Marketing, Inc., Enron Energy Services, Inc. and Enron Canada
Corp.

Benjamin C. Ackerly, Esq., at Bunton & Williams, in Richmond,
Virginia, relates that Cinergy entered into various trading
agreements and engaged in numerous commodity and derivative
trading transactions with the Debtors.  The primary vehicles for
these trading transactions were:

  (a) For trades of natural gas, the Base Contract for Short
      Term Sale Agreement dated January 1, 1999, by and between
      EEIS and CM&T;

  (b) For trades of financial gas, the ISDA Master Agreement,
      the Schedule and the Credit Support Annex, dated May 5,
      2000, by and between ENA and CM&T;

  (c) For trades of "firm" natural gas, the Enfolio Master Firm
      Purchase/Sale Agreement dated May 1, 1998, by and between
      Enron Capital & Trade Resources Corp., and Producers
      Energy Marketing, LLC -- the name by which CM&T was
      formerly known;

  (d) For trades of "spot" natural gas, the Enfolio Master
      "Spot" Purchase/Sale Agreement dated April 1, 1996, by and
      between Enron Capital & Trade Resources Corp. and
      Producers Energy Marketing, LLC [CM&T];

  (e) For trades of financial gas, Transactions entered into on
      Enron Online and evidenced by Long Form Swap
      Confirmations, by and between ENA and CC&T;

  (f) For trades of natural gas, Transactions were entered into
      under the Enron Online "Spot" General Terms and Conditions
      Version 1.0 dated August 10, 1999, by and between ENA and
      CCI.

  (g) For trades of natural gas, the Master Firm Gas
      Purchase/Sale Agreement dated August 7, 2001 by and
      between ECC and CCI.  Section 10.5 of the Master Firm Gas
      Agreement provides that CCI may setoff, against any
      amounts owed to ECC by CCI, any amounts owed by ECC to CCI
      or any of CCI's Affiliates under the Master Firm Gas
      Agreement or under any other agreement, instruments or
      undertaking.  All the Plaintiffs, other than CCI, are
      deemed to be Affiliates of CCI pursuant to the
      definitional Section of the Master Firm Gas Agreement.
      Cinergy Corp. is the guarantor of CCI's obligations under
      the Master Firm Gas Agreement;

  (h) For the sale of coal to Enron, the Coal Supply Agreement
      dated January 1, 2000, by and between ENA and CG&E;

  (i) For sales of physical power to Enron, Transactions by and
      between EPMI and CG&E and PSI, governed by the terms and
      conditions of the Market Based Sales Tariff No. 7 and
      Service Agreement dated December 22, 1998.  CG&E and PSI
      are jointly and severally liable to EPMI for these
      Transactions;

  (j) For purchases of physical power from Enron, the
      Interchange Agreement dated June 1, 1994, by and between
      EPMI and CG&E and PSI, by their authorized agent, CSI.
      CG&E and PSI are jointly and severally liable to EPMI
      under the Interchange Agreement;

  (k) For wholesale power transactions, The Western Systems
      Power Pool Agreement, by and among EPMI and CG&E and PSI,
      by their authorized agent, CSI.  CG&E and PSI are jointly
      and severally liable to EPMI under the WSPP;

  (1) For trades of financial power, three Transactions, by and
      among EPMI and CG&E and PSI, by their authorized agent,
      CSI, dated November 13, 2001, November 19, 2001 and
      November 19, 2001.  These Transactions were governed by
      the GTC.  CG&E and PSI are jointly and severally liable to
      EPMI under the Long Form Confirmations; and

  (m) Finally, CGT entered into trades of electricity and gas
      with Enron Capital & Trade Resources, Ltd., which is
      currently in administration in the United Kingdom and is
      not a named Defendant in this action.  CGT is a party to
      this action in order to set off amounts owed by Enron
      Corp.'s guaranty of payment of the debts of Enron Capital
      &  Trade Resources, Ltd. to CGT:

      (1) For trades of electricity, Transactions pursuant to
          the Electricity Forward Agreement Grid Association
          Master Agreement dated March 20, 2001 by and between
          Enron Capital & Trade Resources, Ltd. and CGT; and

      (2) For trades of natural gas, Transactions governed by
          the Eubank Storage Services General Terms and
          Condition and Transactions governed by the Short-Term
          Flat NBP Trading Terms and Conditions 1997, by and
          between Enron Capital & Trade Resources , Ltd. and
          CGT.

Mr. Ackerly notes that the key material component of all
Transactions and Agreements by and between the Enron trading
subsidiaries and Cinergy was the creditworthiness of Enron Corp.
However, when requests were made to Enron for financial
statements of any of the Enron trading subsidiaries, Cinergy was
consistently informed that:

  -- Enron did not have those statements,

  -- Cinergy was to rely on Enron Corp.'s creditworthiness, and

  -- a guarantee from Enron Corp. would be issued.

Moreover, the Debtors only directed Cinergy to review the
consolidated financial statements and other financial
information of Enron Corp.

Enron Corp. guaranteed the trading subsidiaries' obligations to
Cinergy and Cinergy  entered into the Transactions and Agreement
with the Debtors on the strength of and in reliance on Enron
Corp.'s credit and guaranties.  In fact, Transactions pursuant
to the Market Based Sales Tariff, the WSPP, the Long Form
Confirmation, and the Interchange Agreement were backed by a
$40,000,000 guarantee from Enron Corp.  The ISDA Master
Agreement, the 1999 Base Contract and Online Long Form Swaps
were backed by a $60,000,000 guarantee from Enron Corp.  The
Electricity Forward Agreement, the Enbank Storage GTC, and the
Short Term NBP Flat were backed by a $20,000,000 guarantee from
Enron Corp.  The Master Firm Gas Agreement was backed by a
$30,000,000 guarantee from Enron Corp.

However, Mr. Ackerly points out that the guarantees were
negotiated and agreed on based on Enron Corp.'s false financial
statements.  Cinergy relied on:

  (a) Enron's falsely inflated credit ratings as determined by
      credit rating agencies like Standard and Poor's and
      Moody's.  These credit ratings derived from false
      representations made by Enron in its Form 10-K, Form 10-Q,
      and other public SEC filings that reflected false
      financial statements for the period January 1, 1996,
      through the first quarter of 2001.  Enron purposefully
      provided false and misleading information to the
      credit-rating agencies in order to achieve
      investment-grade ratings;

  (b) Enron's false financial statements and SEC filings during
      the period January 1, 1996, through the first quarter of
      2001; and

  (c) False representations made by Enron's representatives for
      the period of January 1, 1996, through the first quarter
      of 2001 in press releases and other publications
      concerning Enron's profits, operations, debt and borrowing
      capacity.

The Enron bankruptcy occurred mere weeks after the exposure of
Enron's substantial and fraudulent financial disclosure
irregularities.  After the bankruptcy filing, Cinergy terminated
all transactions and agreements with Enron, and CM&T, CG&E and
CGT were left holding receivables from Enron of approximately
$40,000,000, summarized as:

A. CM&T

   Nominal Counterparty to         Amounts Owed
   CM&T Transactions                  to CM&T
   -----------------------         ------------
        EES                            $96,660
        ENA                         14,405,544
                                   ------------
        TOTAL                      $14,502,204

B. CG&E

   Nominal Counterparty to         Amounts Owed
   CG&E Transactions                  to CG&E
   -----------------------         ------------
        ENA                        $11,144,837

C. CGT

   Nominal Counterparty to         Amounts Owed
   CGT Transactions                  to CGT
   -----------------------         ------------
   Enron Corp., guarantor of
   Payment for obligations of
   Enron Capital & Trade
   Resources, Ltd.                 $14,924,479

However, the scope of Enron's staggering default was somewhat
mitigated because Cinergy Corp., CM&T, CC&T and CCI also owed
sums to Enron and these debts were subject to legal and
contractual rights of set-off against the amounts owed by Enron.

On October 15, 2002, CM&T, CG&E and CGT, after setting off debts
of CM&T, CC&T and CCI, filed proofs of claim in the estates of
ENA, EES and Enron Corp.

Mr. Ackerly tells the Court that after the terminations, CSI
received a Demand Letter from EPMI, demanding payment of
invoices totaling $23,947,505, which included accruing interest,
on account of electricity sold to CG&E and PSI.  Demand was also
made on Cinergy Corp., as guarantor of CG&E's and PSI's
obligations to EPMI.

The Demand Letter was made despite the fact that the amounts
claimed are completely set-off by Enron's debts.  The demand is
an improper attempt by Enron to continue the advantages of the
fraudulent shell game that Enron conducted prior to its
bankruptcy filing by:

  (a) treating the thousands of Enron trading subsidiaries that,
      in reality, had no independent existence before bankruptcy
      as separate and distinct companies during bankruptcy;

  (b) attempting to defeat the rights to set off possessed by
      their trading partners, CM&T, CG&E and CGT; and

  (c) seeking to collect a postpetition windfall.

Enron Corp. conducted the trading subsidiaries' affairs so that
Cinergy transacted with undercapitalized entities having, in
essence, no independent corporate and financial existence.  The
Enron trading subsidiaries, like the thousands of other Enron
"subsidiaries," depended entirely upon the commingled resources
of Enron and the creditworthiness of Enron Corp. in order to
conduct business with counterparties.

For purposes of collecting monies due from Cinergy, Mr. Ackerly
insists that Enron must be treated as a single enterprise based
upon the manner in which Enron structured and operated its
trading business and upon the manner in which Enron held itself
out to Cinergy.

Moreover, in achieving the demonstrably equitable result
requested, the Court should take into account the enormity of
Enron's intentional financial fraud and calculated manipulation
of the corporate form through a series of practices that made
the Enron trading subsidiaries part of a single enterprise and
that drove Enron Corp. and many of its subsidiaries into the
most complex bankruptcy in American history.

Accordingly, Cinergy asks the Court to:

  (1) declare that CM&T, CC&T and CCI have properly exercised
      contractual rights granted to them under the ISLA to set
      off debts of CM&T Affiliates to nominal counterparty ENA;

  (2) declare that the veils of the Enron trading subsidiaries
      will be pierced and that Enron Corp. and the Enron trading
      subsidiaries be declared, for purposes of Cinergy's set-
      off rights, a single enterprise without regard to the
      purported separate existence of Enron Corp., ENA, ECC,
      EPMI and FES;

  (3) declare that Cinergy may exercise their right to set off
      debts owed by and between Cinergy and the Enron trading
      subsidiaries, without regard to the nominal Enron counter
      party to a particular transaction;

  (4) impose a Constructive Trust on the Enron trading
      subsidiaries that purport to hold valid claims against
      Cinergy Corp., CC&T, CCI, CG&E and PSI so that CM&T, CGT
      and CG&E may exercise their rights to set off against the
      Enron trading subsidiaries without regard to the nominal
      Enron counterparty to a particular transaction;

  (5) declare that CM&T may set off against the $14,405,544 it
      is owed by Enron the valid claims as Enron has against
      Cinergy Corp., CM&T, CC&T, CCI, CG&E and PSI;

  (6) declare that CG&E may set off against the $11,144,937 it
      is owed by Enron the valid claims as Enron has against
      Cinergy Corp., CG&E and PSI;

  (7) declare that CGT may set off against the $14,924,479 it is
      owed by Enron the valid claims as Enron has against
      Cinergy Corp., CG&E, PSI and CCI;

  (8) award attorneys' fees and expenses incurred in this action
      to the extent allowable; and

  (9) award costs of suit incurred in this action. (Enron
      Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


FAO INC: Successfully Emerges from Bankruptcy Proceedings
---------------------------------------------------------
FAO, Inc. (Nasdaq: FAOOQ), intends to declare a reverse stock
split of its common stock at a ratio of 1:15 (i.e., 15 existing
shares will be combined into one new share), effective at 6:31
p.m. Eastern Daylight Time on April 22, 2003.

Following this exercise, the Company emerged from bankruptcy
yesterday. After emergence from bankruptcy, the Company's Nasdaq
trading symbol dropped the "Q" designation.

FAO, Inc., (formerly The Right Start, Inc.) owns a family of
high quality, developmental, educational and care brands for
infants, toddlers and children and is a leader in children's
specialty retailing. FAO, Inc. owns and operates the renowned
children's toy retailer FAO Schwarz; The Right Start, the
leading specialty retailer of developmental, educational and
care products for infants and toddlers; and Zany Brainy, the
leading retailer of development toys and educational products
for kids.

FAO, Inc. assumed its current form in January 2002. The Right
Start brand originated in 1985 through the creation of the Right
Start Catalog. In September 2001, the Company purchased assets
of Zany Brainy, Inc., which began business in 1991. In January
2002 the Company purchased the FAO Schwarz brand, which
originated 141 years ago in 1862.

For additional information on FAO, Inc. or its family of brands,
visit the Company on line at http://www.irconnect.com/faoo/


FAR WEST INDUSTRIES: Pursuing Asset Sale Talks to Cut Bank Debts
----------------------------------------------------------------
Far West Industries Inc. (TSX-FWT) announces its results for
year 2002 and also provides a business update.

                         Year end Results

The total revenues for year ended December 31, 2002 were
$6,700,961 versus $9,386,680 for the same period in 2001, a
decline of 29%. Losses for year 2002 were $1,721,243 compared
with losses of $609,267 for 2001. Included in the loss are non-
cash write-downs of $620,000, comprised of inventory of $530,000
and manufacturing equipment of $90,000. For the year 2002, total
expenses were $2,631,197 versus $2,979,970 for 2001, a reduction
of 12%.

                      Business Summary

As previously announced, the Company is discontinuing Canadian
manufacturing and selling its manufacturing facility and
equipment. The closing of the manufacturing facility eliminates
the need for 'Factory Outlet' stores. Consequently, the Company
has begun the process of selling these stores to independent
retailers. In addition, due to our 'manufacturing activity' and
lower retail sales, the Company has accumulated excess
inventories of finished goods and raw materials. The Company is
in the process of liquidating these inventories.

It is expected that the sale of the manufacturing facility will
generate substantial capital gains and reduce bank debt. The
sale of the manufacturing equipment and liquidation of excess
inventory is also expected to assist in the reduction or
elimination of the bank debt. It is anticipated that a
substantial amount of cash reserves will be available for
working capital purposes upon the disposal of the manufacturing
facility and equipment, liquidation of excess inventories and
payout of the bank obligations.

The Company is making progress on all these initiatives. We have
received a conditional offer to purchase the manufacturing
facilities, which is currently being negotiated. The Company has
accepted an offer for a portion of the manufacturing equipment.
Several parties have expressed strong interest in the Vernon and
Kelowna retail stores and the Company is presently negotiating
with several customers regarding the purchase of excess finished
goods inventory. The Company has made all necessary plans to
complete domestic production orders for fall 2003.

Vari Ghai, CEO of the Company stated "It takes time to implement
our strategy and I am optimistic that by the end of this year we
will have transformed Far West out of manufacturing and into a
design, marketing and sales organization."

At December 31, 2002, the Company's balance sheet shows an
accumulated deficit of about $3 million, which resulted in a
decline in total shareholders' equity to about $2 million from
$3.5 million.

Far West Industries Inc. (TSX-FWT) designs and distributes
quality sportswear, Concept snowboard apparel and Gore-Tex(R)
outerwear. Located in Vernon, BC, Far West's products are sold
in Canada, the United States, Korea, Australia, New Zealand and
Europe.


FEDERAL-MOGUL: First Quarter Net Loss Plummets to $34 Million
-------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) today
reported a first-quarter net loss of $34 million, compared to a
net loss of $1.4 billion in the first quarter of 2002. Excluding
charges for restructuring activities, asset impairments, losses
from divestitures, Chapter 11 and Administration-related
expenses and the cumulative effect of a change in accounting,
Federal-Mogul reported earnings from operations of $7 million in
the first quarter 2003, compared to breakeven results from
operations in the first quarter 2002.

First quarter 2003 sales were $1,410 million, up 5 percent
compared to $1,346 million in 2002. Excluding the impact of
foreign exchange and divestitures, first quarter 2003 sales were
down two percent. Operating cash flows for the first quarter of
2003 were $33 million, compared to $32 million in 2002.

"We are very pleased with our operating earnings improvement,
especially in this challenging business environment," said Frank
Macher, chairman and chief executive officer. "Our productivity
gains continue to outpace the combined effects of inflation and
customer pricing pressures. In addition, we were able to offset
pension and health care expenses."

Macher added, "We continued to deliver on our commitment to
focus resources on core growth businesses by completing the
divestiture of our U.S. camshaft operations and our original
equipment molded lighting assembly operations."

                         Aftermarket Sales

Sales of replacement parts to aftermarket customers totaled 43
percent of the Company's first quarter 2003 sales. First quarter
2003 aftermarket sales were $613 million, compared to $600
million for first quarter 2002. Excluding the effects of foreign
exchange, aftermarket sales were down two percent compared to
2002. By geographic region, first quarter 2003 aftermarket sales
were 75 percent in the Americas and 25 percent in Europe.

"Our ability to bolster market leadership in a period of
industry uncertainty is related to our strong brands, new
product technology, and continued improvement in delivery
performance to industry-leading levels," said Chip McClure,
president and chief operating officer. "Through innovative
products such as ANCO(R) HydroClear(TM) premium wiper blades --
introduced in North America this month -- we are building on the
success of our PACE Award- winning Wagner(R) ThermoQuiet(TM)
brake pads to help our customers grow their business. "

                    Original Equipment Sales

Sales of parts to original equipment (OE) customers totaled 57
percent of the company's first quarter 2003 sales. First quarter
2003 OE sales were $797 million, compared to $746 million in
2002. Excluding the effects of foreign exchange, sales were
essentially flat compared with 2002. By geographic region, first
quarter 2003 OE sales were 42 percent in the Americas, 56
percent in Europe and 2 percent in the rest of the world.

First quarter OE sales for the global Friction product line
improved to $105 million, from $87 million in 2002. Excluding
the effect of foreign exchange, Friction sales increased by 8
percent. By geographic region, first quarter 2003 OE Friction
product sales were 32 percent in the Americas and 68 percent in
Europe.

First quarter OE sales for the global powertrain product lines
of Bearings, Pistons, Piston Rings and Liners, and Sintered
Valve Train and Transmission Products were $484 million,
compared to $431 million in 2002. Excluding divestitures and the
effects of foreign exchange, sales increased slightly. By
geographic region, first quarter 2003 OE powertrain product
sales were 32 percent in the Americas, 67 percent in Europe and
1 percent in the rest of the world.

First quarter OE sales for the global product lines of Sealing
Systems and Systems Protection were $164 million, compared with
$160 million in 2002. Excluding the effects of movement in
foreign exchange, sales were down 2 percent. By geographic
region, first quarter 2003 OE Sealing Systems and Systems
Protection sales were 71 percent in the Americas, 27 percent in
Europe and Africa, and 2 percent in the rest of the world.

First quarter OE sales in all other product lines (which
consists primarily of OE Lighting and Asia Pacific) were $44
million compared with $68 million in 2002. The decrease in sales
was primarily attributable to the divestiture of the Signal-Stat
lighting business in 2002. By geographic region, sales were 61
percent in the Americas and 39 percent in the rest of the world.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.4 billion.

Federal-Mogul is a global supplier of automotive components,
sub-systems, modules and systems serving the world's original
equipment manufacturers and the aftermarket. The company
utilizes its engineering and materials expertise, proprietary
technology, manufacturing skill, distribution flexibility and
marketing power to deliver products, brands and services of
value to its customers. Federal-Mogul is focused on the
globalization of its teams, products and processes to bring
greater opportunities for its customers and employees, and value
to its constituents.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries. On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11
of the Bankruptcy Code in the United States and Administration
in the United Kingdom. For more information on Federal-Mogul,
visit the company's Web site at http://www.federal-mogul.com

Federal-Mogul Corp.'s 8.800% bonds due 2007 (FDML07USR1) are
trading at about 14 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FDML07USR1
for real-time bond pricing.


FLEMING: Court Approves $150MM DIP Financing on Interim Basis
-------------------------------------------------------------
Fleming Companies, Inc. has received U.S. Bankruptcy Court
interim approval of its motion for $150 million secured debtor-
in-possession financing package, subject to final documentation
and budgetary approval by Fleming's DIP lenders. Until the final
conditions are met, the Company will operate with its $50
million interim bridge funding commitment that the Company
received on April 3, 2003. The motion also approved the creation
of a junior trade lien on Company assets for use in restoring
trade terms from vendors who participate in the vendor support
program.

Interim President and Chief Executive Officer Peter Willmott
said, "The DIP financing -- combined with Company cash flow and
the anticipated restoration of trade terms -- should provide us
with the resources we need to meet our obligations throughout
the reorganization process. The financial assurances and
protections that we will now offer trade vendors through our
trade lien program solidify our commitment to partnering with
suppliers to ensure continuing product flow to our customers. We
clearly have new momentum.

"[Tues]day's actions are key to providing Fleming customers with
the products they need, when they need them, while also
providing merchandise suppliers with assurances that allow for
the restoration of trade terms. The Court's approval strengthens
Fleming's ability to perform at a high level," said Mr.
Willmott.

Fleming's secured DIP facility will be used to supplement the
Company's existing cash flow during its restructuring process.
The lead lenders in the DIP financing package are Deutsche Bank
Trust Company Americas and JP Morgan Chase Bank. When finalized,
the DIP facility will provide the Company with a revolving
working capital facility that will be based on a borrowing base
and other borrowing conditions, and should provide up to $150
million in financing. In accordance with U.S. Bankruptcy Law,
interim approval is required prior to a 15-day waiting period
for final approval at a hearing scheduled for May 6, 2003.

Under Fleming's trade lien program, when finalized, trade
vendors who meet certain requirements -- such as agreeing to
ship to the Company and restoring trade terms -- will be
eligible to participate in a lien on the Company's assets that
is junior to the Company's DIP lenders and pre-petition secured
lenders. The trade lien will cover post-petition credit advanced
by the vendor and pre-petition reclamation claims up to the
amount of credit advanced. This program has been agreed upon in
principle with the Company's unsecured creditors committee and
the Company's DIP lenders and pre-petition bank group and is
subject to final documentation.

Fleming Companies, Inc. and its operating subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on April 1, 2003. The purpose of the
Chapter 11 filing is to allow the Company to establish an
improved capital and cost structure, and position Fleming for
long-term success upon emergence from Chapter 11.

The filings were made in the U.S. Bankruptcy Court in
Wilmington, Delaware. The case has been assigned to the
Honorable Judge Mary F. Walrath under case number 03-10945 (MFW)
(Jointly Administered). Fleming's court filings are available
via the court's Web site at http://www.deb.uscourts.gov

Fleming (OTC Pink Sheets: FLMIQ) is a leading supplier of
consumer package goods to independent supermarkets, convenience-
oriented retailers and other retail formats around the country.
To learn more about Fleming, visit the Company's Web site at
http://www.fleming.com


FLEMING COS.: US Trustee Appointed Unsec. Creditors' Committee
--------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, the
United States Trustee appoints these creditors to serve on the
Official Committee of Unsecured Creditors in Fleming's Chapter
11 cases:

  A. Bank One Trust Company, N.A., as Indenture Trustee
     Attn: James F. Comeaux
     1111 Polaris Parkway, Suite 1K, Columbus, OH 43240
     Phone: (614) 213 -1828   Fax: (614) 248-5195;

  B. Apollo Management V, L .P.
     Attn: Bruce H. Spector
     1999 Ave. of the Stars, Suite 1900, Los Angeles, CA 90067
     Phone (310) 201-4124   Fax: (310) 201-4199;

  C. AIG Global Investment Corp.
     Attn: Kaye Handley
     175 Water Street, 25th Floor, New York , NY 10038
     Phone: (212) 458-2172   Fax: (212) 458-2970;

  D. Northeast Investors Trust
     Attn: Bruce H. Monrad
     50 Congress Street, Suite 1000, Boston, MA 02109
     Phone: (617) 523-3588   Fax: (617) 523-5412;

  E. Kraft Foods
     Attn: Sandra L. Schirmang
     3 Lakes Drive, Northfield, IL 60093
     Phone: (847) 646-6719   Fax: (847) 646-4479;

  F. Nestle USA
     Attn: John E. Burke, 800 N. Brand Blvd., Glendale, CA 91203
     Phone: (818) 549-7176   Fax: (818) 549-5050;

  G. ConAgra Foods, Inc.
     Attn: James P. Salvadori
     11 ConAgra Drive, GTC-375, Omaha, NE 68102
     Phone: (402) 595-4935   Fax: (402) 595-4544; and

  H. Pension Benefit Guaranty Corporation
     Attn: Robert Klein,
     1200 K. Street, N.W., Washington, D.C. 20005
     Phone: (202) 326-4000 (x3236)   Fax: (202) 842-2643.
(Fleming Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FREDERICK WEISMAN: All Claims Due June 16, 2003
-----------------------------------------------
The Frederick Weisman Company filed a Certificate of Dissolution
with the Secretary of State of Delaware on December 23, 2002.
All persons having a claim against the Corporation, other than a
claim in a pending action to which it is a party, are required
to present their claims to the company on or before June 16,
2003, or be forever barred to assert their claims.

Claims should be addressed to:

        1875 Century Park East
        Suite 1790
        Los Angeles, California 90067

The Corporation or a successor entity may make distributions to
other claimants and the Company's shareholders without further
notice to claimants.


GASEL TRANSPORTATION: Van Krevel Expresses Going Concern Doubt
--------------------------------------------------------------
Gasel Transporation Lines, Inc. operates primarily as a
truckload contract carrier with various customers which ship
truckload quantities of both refrigerated and non-refrigerated
commodities over various distances on a nationwide basis.  As a
contract carrier, the freight rates are negotiated with the
shipper and are dependent upon competition, place of origin and
destination, and the type of commodity being hauled. The Company
formed a subsidiary corporation, GTL Logistics, Inc., during
2002 to operate as a freight broker, and it obtained its
authority and commenced business as of the first of 2003. As a
freight broker, the Company takes shipping orders and selects
carriers other than the Company owned equipment or leased
owner/operators to transport the freight for a negotiated fee.

In addition to its primary business, the Company operates three
driver training schools, located in Marietta, Nelsonville, and
Lima, Ohio through its wholly owned subsidiary, Gasel Driver
Training Schools, Inc.  Operation of these schools is licensed
by the Ohio Department of Highway Patrol.

The Company's independent auditors, Van Krevel & Company,
Certified Public Accountants, of Dublin, Ohio, state in their
Auditors Report for the period ended December 31, 2002:   "[T]he
Company has suffered recurring losses from operations and has a
net capital deficiency, which raise substantial doubt about its
ability to continue as a going concern."

Freight revenues for the twelve months ended December 31, 2002,
decreased $3,411,597 (19.4%) to $14,162,996 from $17,574,593 for
the year ended 2001. Training school revenues for the twelve
months ended December 31, 2002, also decreased going from
$805,563 to $479,802, a decrease of $325,761 (40.4%) for the
twelve months period ended December 31, 2002. The decrease in
freight revenues was basically because the Company had 25 fewer
power units in service from the prior year because of reducing
the number of owner/operators being leased by the Company,
turning back some older equipment to the lenders, and generally
having some equipment inoperable because of accidents or because
of breakdowns resulting from extending the trade cycle. Training
school revenue decreases were due primarily to a reduction in
average enrollment per facility resulting from a lack of funding
agencies to finance student enrollments and because of operating
one less school for most of the year.

Operating loss for the twelve months ended December 31, 2002,
was $524,430, which was a decrease of $750,865 (331.6%) from a
profit of $226,435 for the same period in 2001. The gross profit
margin decreased from 13.9% in 2001 to 12.9% in 2002.  Primary
factors for the gross margin decrease were an increase in fuel
prices, an increase in fuel consumption rates due to equipment
age and prolonged cold weather, an increase in insurance
premiums, and loss of freight opportunities due to an
insufficient trailer pool and unmanned power units.
Profitability was further adversely effected by an increase of
$80,498 in the general and administrative expenses from
$2,041,797 in 2001 to $2,093,268 in 2002 in part due to an
increase in bad debts, increased garage expenses of $29,027, and
losses from the disposal of assets of $ 253,800, an increase of
$231,101 from losses in 2001 of $22,699; these effects were
partially offset by decreased interest expense of $172,869 from
$1,276,012 in 2001 to $1,103,143 in 2002.

The results were that the Company incurred a net loss after
provision for income taxes for the twelve months period ended
December 31, 2002 of $1,761,555 compared to a net loss of
$870,583 for the same period in 2001, an increase of $890,872
(102.37%) from the prior years loss.

Although the Company's earnings had historically been positive,
it sustained substantial operating losses in both 2000 and 2001,
and again in 2002.  Although the loss had decreased in 2001 from
the prior year, and the Company was projecting better results
for 2002 than for 2001, this did not prove to be true.  The
Company sustained a bigger loss during 2002 than in either of
the previous years.  This has resulted in the Company having its
liabilities exceed it assets, which is one of the tests for
bankruptcy, and in having a significant and continuing need for
working capital.  During 2002, the Company was able to satisfy
some of its working capital needs by negotiating a deferral of
monthly installment payments with its secured equipment lenders,
and partially through a Regulation S offering that the Company
commenced in October 2002. However, the amount of capital that
it has been able to raise has not been sufficient to offset the
losses sustained during 2002 and that are continuing during the
first quarter of 2003, so that there continues a need for
additional working capital.

At December 31, 2002, the Company's current liabilities exceeded
its current assets by approximately $5.5 million.  A large
portion of this deficit relates to the current portion of long
term debt, which management expects the Company to pay from its
normal operational cash flow.


GENUITY INC: Court Sets-Up Collection Settlement Procedures
-----------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained the Court's
authority to settle:

-- most receivables without any further notice or hearing,
    provided that the settlements are above a certain threshold
    recovery or are in the ordinary course of business of
    dealings with collections agencies; and

-- most other receivables with notice only to the Creditors'
    Committee.

The proposed procedures to be implemented are:

A. Outside Collections Agencies: The Debtors' current use of
    outside collection agencies for any receivables referred to
    these agencies prior to the Closing will be approved.  The
    Debtors will also be authorized to pay each collection
    agency from the proceeds of receivables collected by the
    agency, without further court approval.  The Debtors may
    refer any additional receivables to collection agencies:

    -- without further notice to any person if these
       receivables with a customer are, in the aggregate, less
       than $100,000; and

    -- for any other receivables, only after giving five
       business days' written notice to the Creditors'
       Committee;

    provided, however, that if the Creditors' Committee informs
    the Debtors in writing of its objection to a referral, then
    the Debtors will not refer this matter without order of the
    court or agreement from the Creditors' Committee;

B. De Minimis Receivables: The Debtors also want to settle
    without notice, a hearing or further court approval of any
    kind the receivables with any customer whose aggregate
    receivable with the Debtors is $100,000 or less.

C. Minor Receivables: The Debtors intend to settle without
    notice, a hearing or further court approval of any kind,
    any receivables with customers whose Total Receivables
    exceed $100,000 but are less than or equal to $300,000,
    except Excluded Customers, provided that the compromise
    results in receipt by the Debtors of an amount equal to or
    greater than 2/3 of the Total Receivables for the customer.

D. Major Receivables: The Debtors want to settle without
    notice, a hearing or further court approval of any kind,
    any receivables with customers whose Total Receivables
    exceed $300,000 but are less than or equal to $1,000,000,
    except Excluded Customers, provided that the compromise
    results in receipt by the Debtors of an amount equal to or
    greater than the face amount of the receivables minus
    $100,000.

In addition, the Debtors obtained Judge Beatty's permission to
settle without notice, a hearing or further court approval of
any kind, except notice to the Creditors' Committee, any:

   A. Minor Receivables for an amount less than the Qualifying
      Minor Receivables Settlement Threshold;

   B. Major Receivables for an amount less than the Qualifying
      Major Receivables Settlement Threshold; and

   C. any receivables with customers whose Total Receivables
      exceeds $1,000,000 in any other manner, except with
      Excluded Customers.

In any case where these procedures require notice only to the
Creditors' Committee, these procedures should govern the notice:

A. The Debtors will deliver notice of a proposed Non-
    Qualifying Receivables Settlement to the Creditors'
    Committee.  Each Receivables Settlement Notice will
    include:

      (i) a description of the account;

     (ii) the amount of the proposed Non-Qualifying Receivables
          Settlement;

    (iii) copies of the relevant invoices;

     (iv) an explanation as to why the Debtors believe a
          settlement cannot be reached at the Qualifying
          Receivable Settlement Threshold; and

      (v) a copy of any proposed settlement agreement.

B. The Creditors' Committee will have five business days from
    the date of receipt of the Receivables Settlement Notice to
    approve or object to the proposed Non-Qualifying
    Receivables Settlement.  If, at the end of the Receivables
    Notice Period, the Creditors' Committee has failed to
    communicate in writing to the Debtors and their counsel
    their approval of or objection to the proposed Non-
    Qualifying Receivables Settlement, the settlement will be
    deemed approved and no further notice or authorization of
    the settlement will be required.

C. If the Creditors' Committee timely objects to a proposed
    Non-Qualifying Receivables Settlement, the Debtors may file
    a motion with the Court seeking approval of the proposed
    Non-Qualifying Receivables Settlement.  The Debtors will be
    authorized to schedule a hearing to consider the motion on
    shortened notice as early as five business days following
    the filing of the motion.  The only party entitled to
    object to the Non-Qualifying Receivables Settlement will be
    the Creditors' Committee.

These procedures would not apply to any settlements with either
America Online and its affiliates or Verizon Communications Inc.
and its affiliates.

The Debtors have agreed to cooperate with the Creditors
Committee's review of the calculation of the face amounts of
receivables.  The Debtors submit that the Collections Settlement
Procedures will lead to cost-effective collections of accounts
receivable that will inure to the benefit of all their
creditors.

With respect to the Collection Agency Receivables, in the
ordinary course of business, the Debtors referred certain
accounts receivable to outside collection agencies.  The
receivables given to collections agencies were typically those
deemed uncollectible and were typically "written-down" on the
Debtors' books.  As of the Closing, these receivables totaled
$13,300,000 in face amount.

With respect to De Minimis Receivables, the Debtors require the
flexibility to resole those matters quickly and efficiently.  De
Minimis Receivables involve 3,000 customers, with receivables
totaling $30,000,000.  A major remaining estate expense is
employee salaries, and a significant part of the Debtors'
remaining employees are dedicated to receivables collection.  It
is the Debtors' intention to try to collect receivables rapidly
and then to release these employees. The Debtors have already
established an incentive program for collections-personnel,
approved by the Creditors Committee, to promote rapid
collections.  With incentives aligned, burdening the settlement
process of De Minimis Receivables with notice and hearing
requirements serves no useful purpose.

With respect to Minor Receivables being settled above the
Qualifying Minor Receivables Settlement Threshold and Major
Receivables being settled above the Qualifying Major Receivables
Settlement Threshold, the same principles apply.  Minor
Receivables involve 80 customers with an aggregate face amount
totaling $14,000,000.  Major Receivables involve 30 customers
with an aggregate face amount equal to $49,800,000.  With
incentives aligned, there is no need to further burden the
receivables collection process so long as a particular Minor
Receivables customer is paying at least two-thirds of the
receivable.  Similarly, the threshold for Major Receivables
gives the Debtors some latitude in settling those receivables,
but in no case will the compromise exceed one-third of the face
amount of the receivable.  In the case of Non-Qualifying
Receivable Settlements, notice to the Creditors' Committee, with
the Committee able to require a court hearing, provides creditor
protection for any comparatively low settlements while
permitting an expedited hearing process without large costs of
notice that would reduce the de facto recovery. For settlements
with customers whose Total Receivables exceed $1,000,000, the
Debtors will provide notice to the Creditors' Committee of any
proposed receivables settlement. (Genuity Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBE METALLURGICAL: Taps Schoenfeld Mendelsohn as Accountants
--------------------------------------------------------------
Globe Metallurgical Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Schoenfeld Mendelsohn Goldfarb LLP, as its Certified Public
Accountants.

The Debtor asserts that Schoenfeld Mendelsohn has significant
experience providing accounting services and financial advice to
debtors in chapter 11 reorganizations.  In this retention,
Schoenfeld Mendelsohn will:

     a. assist and advise the Debtor in the preparation of
        monthly statements of operations, as required by the
        Bankruptcy Code and the Bankruptcy Rules for debtors in
        possession;

     b. assist and advise the Debtor in the preparation of
        monthly balance sheets, as required by the Bankruptcy
        Code and rules for debtor in possession;

     c. assist and advise the Debtor in the preparation of
        monthly statements of cash flow, as required by the
        Bankruptcy Code and the Bankruptcy Rules for debtors in
        possession;

     d. assist and advise the Debtor in the preparation of
        monthly schedules of federal, state and local taxes
        collected;

     e. provide review services in connection with the
        preparation of complete annual financial statements, and
        preparation of federal and all required state corporate
        income tax returns; and

     f. assist and advise the Debtor and its counsel in
        negotiating a plan of reorganization. Assist and advise
        the Debtor in the preparation of a disclosure statement
        and a plan of reorganization.

The customary and current hourly rates that Schoenfeld
Mendelsohn will charge that Debtor are:

          Partner           $275 per hour
          Manager           $190 per hour
          Accountant        $ 75 per hour
          Clerical          $ 50 per hour

Globe Metallurgical Inc., the largest domestic producer of
silicon-based foundry alloys and one of the largest domestic
producers of silicon metal, files for chapter 11 protection on
April 2, 2003 (Bankr. S.D.N.Y. Case No. 03-12006).  Timothy W.
Walsh, Esq., at Piper Rudnick, LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $50 million both in
assets and liabilities.


GLOBEL DIRECT: Closes Initial Tranches of CDN$2-Mill. Financing
---------------------------------------------------------------
Globel Direct Inc. (GBD - TSX Venture) completed the initial
tranche of a series of recently announced financings totaling
CDN$2,000,000. The proceeds of the financings are earmarked for
improving the Company's overall financial flexibility for
increasing sales activities, implementing new
projects/developing new programs, and general working capital.

Pursuant to the private placement, the Company has closed the
first tranche of 5,166,666 shares on April 22, 2003 raising
$620,000. These newly issued private placement shares are
subject to a hold period of four (4) months expiring
August 22, 2003. The Company also announced that the holders of
outstanding redeemable convertible debentures in the amount of
$900,000, originally issued on February 8, 2002 with a
conversion price of $0.30, have agreed to convert their
debentures to common shares. This conversion is also effective
April 22, 2003, under terms similar to the new private
placement, requiring the issuance of 7,500,000 new common
shares. These newly issued debenture conversion shares will be
subject to a two-stage hold period, with 50% of the shares
subject to a four (4) month hold period expiring August 22, 2003
and the remaining 50% of the shares subject to an eight (8)
month hold period expiring December 22, 2003. Finally, certain
holders of the Company's debts totaling $480,000 have also
agreed to convert their loans to equity in exchange for the
issuance of 4,000,000 new common shares. These 'shares for debt'
common shares will be subject to a hold period of four (4)
months expiring August 22, 2003. All of the above transactions
were completed at a share price of $0.12 as previously announced
on March 25, 2003, for a total aggregate issuance of 16,666,666
common shares.

Completion of each of the above transactions is subject to final
regulatory approval, as TSX Venture Exchange conditional
acceptance has been obtained. As these financings are part of a
series of planned financings, the Company will ensure that it
maintains active communications with its shareholders and
clients.

Globel Direct inc. is Canada's leading provider of business
communications solutions that help organizations inform,
educate, service and attract customers more effectively and
efficiently. The Company's solutions integrate its expertise in
out-sourced marketing, billing, customer support and fulfillment
with specialized equipment, proven technologies, and a national
delivery infrastructure that enables its clients to target the
right audience, in the right format, at the right time and at
the right price. For more information about Globel Direct visit
http://www.globel.com

At May 31, 2002, Globel Direct reported a working capital
deficit of about $853,000 and a total shareholders equity
deficit of about $2 million.


GOLF TRUST OF AMERICA: Sells Mystic Creek Golf Course for $3.5MM
----------------------------------------------------------------
Golf Trust of America, Inc., (AMEX:GTA) on April 17, 2003,
closed on the sale of Mystic Creek Golf Course for total
consideration of $3.5 million to Mystic Creek Acquisition, LLC,
a Michigan limited liability company.

Mystic Creek Golf Course has 1.5 golf courses (27-holes of golf)
and is located in Dearborn, Michigan.

Golf Trust of America, Inc. was formerly a real estate
investment trust but is now engaged in the liquidation of its
interests in golf courses in the United States pursuant to a
plan of liquidation approved by its stockholders. The Company
currently owns an interest in six properties (10.0 eighteen-hole
equivalent golf courses). Additional information, including an
archive of all corporate press releases, is available over the
Company's Web site at http://www.golftrust.com

As reported in Troubled Company Reporter's January 6, 2002
edition, Golf Trust of America, Inc., entered into a Second
Amendment to its Second Amended and Restated Credit Agreement
with its senior bank lenders.

The amendment extends the repayment date for all loans
outstanding under the Credit Agreement from December 31, 2002
until June 30, 2003. The current principal balance outstanding
under the Credit Agreement is $69.0 million.

                        *   *   *

In its Form 10-Q filed with the SEC on November 14, 2002, the
Company reported:

"On February 25, 2001 our board of directors adopted, and on
May 22, 2001 our common and preferred stockholders approved, a
plan of liquidation for our Company. The events and
considerations leading our board to adopt the plan of
liquidation are summarized in our Proxy Statement dated April 6,
2001, and in our most recent Annual Report on Form 10-K. The
plan of liquidation contemplates the sale of all of our assets
and the payment of (or provision for) our liabilities and
expenses, and authorizes us to establish a reserve to fund our
contingent liabilities. The plan of liquidation gives our board
of directors the power to sell any and all of our assets without
further approval by our stockholders. However, the plan of
liquidation constrains our ability to enter into sale agreements
that provide for gross proceeds below the low end of the range
of gross proceeds that our management estimated would be
received from the sale of such assets absent a fairness opinion,
an appraisal or other evidence satisfactory to our board of
directors that the proposed sale is in the best interest of our
Company and our stockholders.

"At the time we prepared our Proxy Statement soliciting
stockholder approval for the plan of liquidation, we expected
that our liquidation would be completed within 12 to 24 months
from the date of stockholder approval on May 22, 2001. While we
have made significant progress, our ability to complete the plan
of liquidation within this time-frame and within the range of
liquidating distributions per share set forth in our Proxy
Statement is now far less likely, particularly insofar as the
disposition of our lender's interest in the Innisbrook Resort is
concerned. With respect to our dispositions, as of November 8,
2002, we have sold 25 of our 34 properties (stated in 18-hole
equivalents, 31.0 of our 47.0 golf courses). In the aggregate,
the gross sales proceeds of $229.5 million are within the range
originally contemplated by management for those golf courses
during the preparation of our Proxy Statement dated April 6,
2001, which we refer to as the Original Range; however, two of
our properties (2.5 golf courses) that were sold in 2001 were
sold for a combined 1%, or $193,000, less than the low end of
their combined Original Range. The sales prices of the assets
sold in 2002 have been evaluated against Houlihan Lokey Howard &
Zukin Financial Advisors, Inc., or Houlihan Lokey's March 15,
2002, updated range (discussed in further detail below), which
we refer to as the Updated Range. Of the three properties (5.0
golf courses) sold in 2002, one (1.5 golf courses) was below the
low end of the Updated Range by 4%, or $150,000. Nonetheless,
considering the environment in which we and the nation were
operating in at that time, our board determined that the three
transactions closed at prices below the Original Range
(including the one transaction that closed below the Updated
Range) were fair to, and in the best interest of, our Company
and our stockholders.

"The golf industry continues to face declining performance and
increased competition. Two of the economic sectors most affected
by the recession have been the leisure and travel sectors of the
economy. Golf courses, and particularly destination-resort golf
courses, are at the intersection of these sectors. Accordingly,
we believe our business continues to be significantly impacted
by the economic recession. As reported in our most recently
filed Form 10-K, on February 13, 2002, we retained Houlihan
Lokey to advise us on strategic alternatives available to seek
to enhance stockholder value under our plan of liquidation. In
connection with this engagement Houlihan Lokey, reviewed (i) our
corporate strategy; (ii) various possible strategic alternatives
available to us with a view towards determining the best
approach of maximizing stockholder value in the context of our
existing plan of liquidation, and (iii) other strategic
alternatives independent of the plan of liquidation. Houlihan
Lokey's evaluation of Innisbrook valued this asset under two
different scenarios, both of which assumed that we would obtain
a fee simple interest in the asset as a result of successfully
completing a negotiated settlement or foreclosing on our
mortgage interest. Under the first scenario, Houlihan Lokey
analyzed immediate liquidation of the asset, and under the
second scenario, Houlihan Lokey analyzed holding the asset for a
period of approximately 36-months ending not later than December
31, 2005 to seek to regain the financial performance levels
achieved prior to 2001. In a report dated March 15, 2002,
subject to various assumptions, Houlihan Lokey's analysis
concluded that we may realize between $45 million and $50
million for the Innisbrook asset under the first scenario, and
between $60 million and $70 million under the second scenario.

"Following receipt of Houlihan Lokey's letter on March 15, 2002,
and after consideration of other relevant facts and
circumstances then available to us, our board of directors
unanimously voted to proceed with our plan of liquidation
without modification. We currently expect that liquidating
distributions to our common stockholders will not begin until we
sell our interest in the Innisbrook Resort, which might not
occur until late 2005. All of our other assets were valued and
are recorded on our books at their estimated immediate
liquidation value and are being marketed for immediate sale.

"As of November 8, 2002, we owed approximately $70.7 million
under our credit agreement, which matures on December 31, 2002.
We are currently seeking to obtain our lenders' consent to
further extend the term of our credit agreement before it
matures. If our lenders do not consent to our request for a
further extension and we are not able to secure refinancing
through another source, we might be compelled to sell assets at
further reduced prices in order to repay our debt in a timely
manner. We recently obtained a preliminary indication of the
lenders' willingness to extend the term of our credit facility
until June 30, 2003."


GREENPOINT CREDIT: Fitch Junks Ratings on Three Classes of Notes
----------------------------------------------------------------
Fitch Ratings has performed a comprehensive review of GreenPoint
Credit Manufactured Housing Contracts. Based on the review,
Fitch has taken the following rating actions:

                Series 1999-5:

        -- Classes A-2 - A-5 affirmed at 'AAA';

        -- Classes M-1A & M-1B affirmed at 'AA+';

        -- Class M-2 affirmed at 'A+';

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

                Series 2000-1:

        -- Classes A-2 - A-5 affirmed at 'AAA';

        -- Class M-1, rated 'AA-', placed on Rating Watch
           Negative;

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

        -- Class B-1 downgraded to 'C' from 'CCC'.

                Series 2000-3:

        -- Class I-A affirmed at 'AAA';

        -- Class I-M-1, rated 'AA', placed on Rating Watch
           Negative;

        -- Class I-M-2 downgraded to 'BBB' from 'A-';

        -- Class I-B-1 downgraded to 'CCC' from 'B'.

                Series 2001-2 Group 1:

        -- Class I-A-1 affirmed at 'AAA'.

                Series 2001-2 Group 2:

        -- Class II-A-1 affirmed at 'AAA'.

The loans underlying the transactions are currently serviced by
GreenPoint Credit. Due to the company's lack of dealer
relationships as a result of exiting the manufactured housing
lending business in January 2002, loss severities on liquidated
repossessions are in the range of 75-85%.


INTERLIANT, INC.: Liquidation Under Chapter 11 Possible
-------------------------------------------------------
In August 2002, Interliant, Inc., and its domestic subsidiaries
filed voluntary petitions in the United States Bankruptcy Court
for the Southern District of New York for reorganization under
Chapter 11 of the Bankruptcy Code.  Its United Kingdom
subsidiaries are not debtors in the Chapter 11 Proceeding.

The Company is actively pursuing the sale of substantially all
of its assets and operations and the assets of its domestic
subsidiaries, including the capital stock of its non-debtor
subsidiaries.  Upon the consummation of such a sale, all of its
remaining assets (including proceeds received from the sale of
the assets) would be distributed to its creditors, without any
distribution being made to holders of its common stock.
Interliant would then have no assets or operations.

If unable to consummate a sale of its assets, the Company
anticipates that it will have to cease operations in the second
quarter of 2003 due to insufficient cash flows resulting from
continuing operating losses and it would then liquidate its
assets in the Chapter 11 Proceeding.

Interliant does not expect to emerge from the Chapter 11
Proceeding with any assets or operations.  Holders of common
stock would not receive any proceeds of such a liquidation.


ISLE OF CAPRI CASINO: Names John Bohannon as VP & GM in Colorado
----------------------------------------------------------------
Isle of Capri Casinos, Inc., (Nasdaq: ISLE) has promoted John
Bohannon as vice president and general manager of the company's
newly acquired Colorado Central Station Casino in Black Hawk,
Co.

Bohannon joined the company in 1993 as general sales manager for
the Isle of Capri-Biloxi, Miss.  He also served as senior
director of marketing and senior director of operations for the
Isle of Capri-Black Hawk, Co.  His prior experience includes
serving as corporate sponsorships manager for Six Flags
Astroworld, Houston and sales representative for Six Flags Over
Texas, Arlington, TX.

Bohannon holds a bachelor's of business administration from
Stephen F. Austin State University, Nacogdoches, Texas.  He is a
member of the American Marketing Association and Rocky Mountain
Direct Marketing Association.

Isle of Capri Casinos, Inc. owns and operates 15 riverboat,
dockside and land-based casinos at 14 locations, including
Biloxi, Vicksburg, Lula and Natchez, Mississippi; Bossier City
and Lake Charles (two riverboats), Louisiana; Black Hawk (two
land-based casinos) and Cripple Creek, Colorado; Bettendorf,
Davenport and Marquette, Iowa; and Kansas City and Boonville,
Missouri. The company also operates Pompano Park Harness Racing
Track in Pompano Beach, Florida.

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Isle of Capri Black Hawk LLC's $210 million senior
secured credit facility.

In addition, Standard & Poor's assigned its 'B+' corporate
credit rating to the Black Hawk, Colo.-based company. The
outlook is stable.

Isle of Capri Black Hawk is 57% owned by Isle of Capri Casinos
Inc., (BB-/Stable/--) and 43% by Nevada Gold & Casinos Inc.
(unrated entity). Upon consummation of the pending acquisition,
the company will own and operate two casino properties in Black
Hawk (Isle Black Hawk and Colorado Central Station; CCS) and one
in Cripple Creek, Colo. The $84 million transaction is expected
to close in the next several months, subject to regulatory
approval and financing.


KMART CORP: Judge Sonderby Confirms Proposed Chapter 11 Plan
------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) announced that the U.S.
Bankruptcy Court for the Northern District of Illinois entered
and order early Tuesday evening confirming the Company's First
Amended Joint Plan of Reorganization, as modified. Following a
confirmation hearing that concluded earlier this evening in
Chicago, Judge Susan Pierson Sonderby ruled that Kmart had met
all of the necessary statutory requirements to confirm the plan.
With this action, Kmart is set to complete its "fast-track"
reorganization and emerge from Chapter 11 protection on May 5,
2003. The Company addressed and resolved most of the 188
objections filed by stakeholders and the remaining objections
were overruled by the bankruptcy court.

Kmart President and Chief Executive Officer Julian Day said, "We
appreciate the strong support of our Plan of Reorganization by
creditors, lenders and planned investors. They have been
cooperative and constructive partners throughout Kmart's
reorganization process. We are also grateful to our vendors,
customers and associates for their continued support during this
challenging time, and we greatly appreciate the time and
attention Judge Sonderby and the bankruptcy court, clerks and
staff have given to this case."

Day continued, "Although the end of our Chapter 11
reorganization is now fast approaching, the actions we have
taken to restructure Kmart will continue at a rapid pace. Upon
emergence, we will be able to put an even greater focus on
strengthening the Company's operational and financial
performance. In particular, we will aggressively pursue
opportunities to increase revenues, reduce costs and increase
asset productivity. While there is much hard work ahead, our
management team and associates are committed to facing the
Company's challenges with renewed enthusiasm and energy."

Edward S. Lampert, Chairman and CEO of ESL Investments, Inc., a
major investor in Kmart, added: "Kmart will emerge a stronger
company, with a healthy balance sheet, a store-centric
philosophy and the right leadership to revitalize this
organization. Going forward, Kmart will have a corporate
governance structure that will allow the Company to focus on the
creation of long-term value. We welcome the opportunity to work
with Julian Day, his management team, and all of the Kmart
associates to build a brighter future for Kmart."

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.
The Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service -- http://www.pinksheets.com
-- under the symbol KMRTQ.

DebtTraders reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.

                       Plan Modifications

Kmart polished the First Amended Plan before the start of the
Confirmation Hearing last week.  Kmart filed plan modifications
on April 10, 2003 and April 13, 2003 to address the Objections
and on account of the latest round of store closing sales.

A free copy of the April 10 modifications is available at:

http://www.sec.gov/Archives/edgar/data/56824/000095012403001250/k76182exv2w1
.htm

A free copy of the April 13 modifications is available at:

http://www.sec.gov/Archives/edgar/data/56824/000095012403001250/k76182exv2w2
.htm

                   Section 1129(a) Requirements

During the course of the three-day confirmation hearing
concluding in the evening hours Monday, Judge Sonderby found and
ruled that the First Amended Plan, as modified, satisfies the 13
statutory requirements under Section 1129(a) of the Bankruptcy
Code necessary to confirm the Plan:

A. Section 1129(a)(1) of the Bankruptcy Code provides that a
   plan of reorganization must comply with the applicable
   provisions of Chapter 11 of the Bankruptcy Code.  The
   legislative history of Section 1129(a)(1) of the Bankruptcy
   Code indicates that a principal objective of this provision
   is to assure compliance with the sections of the Bankruptcy
   Code governing classification of claims and interests and the
   contents of a plan of reorganization.  Kmart's Plan complies
   with all provisions of the Bankruptcy Code.

B. Section 1129(a)(2) of the Bankruptcy Code requires that the
   proponent of a plan of reorganization comply with the
   applicable provisions of the Bankruptcy Code.  The
   legislative history and cases discussing Section 1129(a)(2)
   of the Bankruptcy Code indicate that the purpose of the
   provision is to ensure that the plan proponent complies with
   the disclosure and solicitation requirements of Sections 1125
   and 1126 of the Bankruptcy Code.  Kmart has performed all of
   its obligations under the Bankruptcy Code.

C. The Plan has been "proposed in good faith and not by any
   means forbidden by law," as required by Section 1129(a)(3) of
   the Bankruptcy Code.

D. Section 1129(a)(4) of the Bankruptcy Code requires that
   payments made by the debtor on account of services or costs
   and expenses incurred in connection with the Plan or the
   Reorganization Cases either be approved or be subject to
   approval by the bankruptcy court as reasonable.  Kmart's
   Plan discloses all payments to be made and the Court has
   approved or will approve all plan-related expenses.

E. Section 1129(a)(5)(A)(i) of the Bankruptcy Code requires the
   proponent of a plan to disclose the identity of certain
   individuals who will hold positions with the debtor or its
   successor after confirmation of the plan.  Section
   1129(a)(5)(A)(ii) of the Bankruptcy Code requires that the
   service of these individuals be "consistent with the
   interests of creditors and equity security holders and with
   public policy."  Kmart, together with the Plan Investors and
   the statutory committees, has named the individuals to be
   installed as new directors for the Reorganized Company.

F. Section 1129(a)(6) of the Bankruptcy Code permits
   confirmation only if any regulatory commission that will have
   jurisdiction over the debtor after confirmation has approved
   any rate change provided for in the plan.  This requirement
   is inapplicable in Kmart's Chapter 11 cases.

G. Section 1129(a)(7) of the Bankruptcy Code, the "best
   interests of creditors test," requires that, with respect to
   each impaired class of claims or interests, each holder of a
   claim or interests of the class under the Plan on account of
   the claim or interests (a) has accepted the plan; or (b) will
   receive or retain under the plan on account of the claim or
   interests property of a value, as of the effective date of
   the plan, that is not less than the amount that the holder
   would so receive or retain if the debtor were liquidated
   under Chapter 7.  Kmart has provided a detailed liquidation
   analysis showing that creditors recover less in a chapter 7
   liquidation scenario than they receive under the Plan.
   Accordingly, the Plan complies with the "best interests of
   creditors test."

H. Section 1129(a)(8) of the Bankruptcy Code requires that
   each class of claims or interests must either accept a plan
   or be unimpaired under a plan.  Pursuant to Section 1126(c)
   of the Bankruptcy Code, a class of impaired claims accepts a
   plan if holders of at least two-thirds in dollar amount and
   more than one-half in number of the claims in that class
   actually vote to accept the plan.  Pursuant to Section
   1126(d) of the Bankruptcy Code, a class of interests accepts
   a plan if holders of at least two-thirds in amount of the
   allowed interests in that class that actually vote to accept
   the plan.  A class that is not impaired under a plan, and
   each holder of a claim or interests of the class, is
   conclusively presumed to have accepted the plan.  Kmart's
   creditors voted overwhelmingly to accept the Plan.

I. The treatment of Administrative Expense Claims and Priority
   Non-Tax Claims pursuant to Sections 2.1 and 4.2 of the Plan
   satisfies the requirements of Sections 1129(a)(9)(A) and (B)
   of the Bankruptcy Code, and the treatment of Priority Tax
   Claims pursuant to Section 2.3 of the Plan satisfies the
   requirements of Section 1129(a)(9)(C) of the Bankruptcy Code;

J. Section 1129(a)(10) of the Bankruptcy Code provides that at
   least one impaired class of claims or interests must accept
   the Plan, without including the acceptance of the Plan by any
   insider.  At least one impaired class of creditors has
   accepted Kmart's Plan.

K. Section 1129(a)(11) of the Bankruptcy Code requires the
   Bankruptcy Court to find that the plan is feasible as a
   condition precedent to confirmation.  The Debtors have
   provided detailed financial projections to creditors in their
   Disclosure Statement.  Those projections demonstrate that,
   reorganized and deleveraged, Kmart will be on solid financial
   ground and there will be no need for further financial
   restructuring.

L. All fees payable under Section 1930 of the Judiciary
   Procedures Code, as determined by the Bankruptcy Court on the
   Confirmation Date, have been paid or will be paid pursuant to
   the Plan on the Effective Date, thus satisfying the
   requirements of Section 1129(a)(12) of the Bankruptcy Code.

M. Section 1129(a)(13) of the Bankruptcy Code sets forth certain
   provisions for continuation of the payment of health, welfare
   and retiree benefits post-confirmation.  Kmart's Plan
   continues all of those kinds of benefit programs.

                    Capital Factors Settlement

To resolve Capital Factors' complaints that confirmation should
be delayed until improper Critical Vendor Payments are
recaptured and made available to creditors, Kmart agrees,
according to Jeff St. Onge at Bloomberg News, it will pursue
recovery of some of those payments.  Capital Factors, Mr. St.
Onge reports, will have the right to $500,000 to $2,000,000 of
that pool of recovered funds.  Capital Factors, in turn,
withdraws its objections.


KMART CORP: Judge Sonderby Clears HTC Global Purchase Agreement
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained the Court's
approval of their purchase agreement HTC Global Services.

The salient terms of the Purchase Agreement are:

Property:   All of Kmart's right, title and interest in and to:

            * the real property;

            * the 115,000 gross square feet office building
              located at 3270 Big Beaver Road in Troy, Michigan;

            * certain unexpired non-residential real property
              leases;

            * certain executory contracts relating to the
              maintenance and operation and the use and
              occupancy of the property;

            * certain office property, including:

                Qty    Property
               -----   --------
                400    6' x 6' cubicles & storage units
                 93    6' x 9' cubicles & storage units
                 35    6' x 12' cubicles & storage units
                130    chairs located on the 2nd floor
                160    lateral files located on the 2nd floor

               Excluded in the sale are:

                Qty    Property
               -----   --------
                  8    54" round oak tables
                  6    48" round oak tables
                  8    30" x 60" classroom tables
                All    30" x 60" reference tables
                All    24" x 42" work tables
                All    30" x 30" work tables
                All    conference tables 8', 10' and 12'-6"
                All    office visitor chairs
                All    lobby visitor chairs
                All    file cabinets -- letter, legal and
                       lateral
                 15    managers desk and credenzas
                 12    oak sets
                 20    single PED desk LH
                 20    single PED desk RH
                 30    Double PED desk

            Additionally, HTC Global will not assume any
            liabilities.

Price:      $7,300,000 in cash

            -- $730,000 was due on November 18, 2002 as an
               earnest money deposit; and

            -- the remainder, plus or minus pro-rations, is
               payable at closing.

Closing:    The Closing will take place no more than five days
            after a Court order is entered.

Condition
of Property:

            Kmart will deliver good and marketable fee simple
            title to the Land and Improvements, free and clear
            of liens, other than Permitted Exceptions.  The
            Property is sold "AS-1S, WHERE-1S", with no
            representations or warranties.

Lease
Assignment: Kmart will assign to HTC Global certain leases,
            operating agreements and property agreements.

Termination
Fee:        If Debtors consummate the sale with another party,
            HTC Global will be entitled to a $146,000 fee plus
            $50,000 maximum reimbursement of its actual
            expenses. (Kmart Bankruptcy News, Issue No. 52;
            Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Honoring Up to $2.6-Mill. of Customer Obligations
----------------------------------------------------------------
In the ordinary course of its business, Cricket provides
communications services to 1,500,000 customers.  Although most
customers pay for Cricket's service plans in advance, Cricket
provides service in arrears to many customers and has other on-
going obligations to service its customers.  As a result,
Cricket has certain prepetition obligations to its customers
that would otherwise be honored in the ordinary course of
Cricket's business.  While a number of the Customer Obligations
are difficult to quantify, Cricket estimates that, as of the
Petition Date, the maximum aggregate amount of the outstanding
obligations to be paid to customers, including rebates payable
in the future in connection with phone purchases occurring prior
to the Petition Date, is $2,600,000.

Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, contends that the success and viability of Leap
Wireless International Inc., and debtor-affiliates' business,
and thus the reorganization process, is utterly dependant on the
loyalty of Cricket's customers.  Cricket operates in a highly
competitive market and the continued loyalty of the customers is
essential to maintaining the going concern value of the Debtors'
business and their ability to maximize value for the benefit of
their estates and creditors.  Any delay in honoring any of the
Customer Obligations could severely and irreparably impair the
value of the Debtors' business.

Accordingly, the Debtors sought and obtained the Court's
authority to honor prepetition obligations to consumer customers
and continue certain consumer customer programs and practices.

Cricket submits that the total amount to be paid to customers is
de minimis compared with the losses that Cricket could suffer if
the patronage of its customers erodes at the outset of these
cases.  Moreover, Mr. Klyman notes that in providing the
telecommunications services as to which the consumer customers
have already paid the fixed price component, Cricket will also
be charging its customers a postpetition usage amount, and
consequently, Cricket's continuation of their Customer
Obligations will likely generate positive cash flow. (Leap
Wireless Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LENNOX INT'L: Reports Improved Financial Results for Q1 2003
------------------------------------------------------------
Lennox International Inc. (NYSE: LII) announced first quarter
2003 diluted earnings per share of $0.04, continuing a trend of
improved financial performance despite continued softness in
end-market demand.

Sales decreased 4% to $650 million from $674 million in last
year's first quarter. In constant currencies and adjusting for
the loss of $46 million heat transfer revenue, most of which is
now part of the company's joint venture with Outokumpu and no
longer reported by LII, total sales were up 1%. International
sales (sales outside the U.S. and Canada) generated 13% of total
LII revenues.

Consolidated operating income rose 20% to $10.6 million from
$8.8 million. First quarter 2002 operating earnings included
$700,000 in pre-tax restructuring charges associated with the
closure of LII's Toronto manufacturing facility. The first
quarter 2003 operating margin was 1.6%, compared with 1.3% last
year.

Net income was $2.5 million, contrasted with a net loss of
$248.7 million last year. Last year's net loss was affected by a
$249.2 million after-tax goodwill impairment charge. Diluted
earnings per share were $0.04 compared with a loss per share of
$4.38 in first quarter 2002. Pro-forma diluted earnings per
share for first quarter 2002, adjusting for the goodwill
impairment charge and $400,000 in after-tax restructuring
charges, was $0.02. Foreign exchange benefited earnings per
share by $0.01 in the first quarter of 2003.

"While the first quarter is typically the weakest quarter for
us, our results improved on a year-over-year basis and continued
the trend of improved financial performance that began in 2002,"
said Bob Schjerven, chief executive officer. "As has been the
case through the prolonged economic downturn, our strong brands,
quality products and services, and close customer relationships
have differentiated our business in a very soft marketplace.
Given the difficult competitive environment, we are pleased with
LII's start for 2003."

LII also further strengthened its balance sheet in the first
quarter, supported by a continued focus on lean enterprise
initiatives. As of March 31, 2003, total debt was down $135
million from a year ago and is currently at $389 million. Total
debt to capitalization declined dramatically to 45.1% from
56.3%. Free cash flow in the first quarter was a usage of $52
million, due primarily to pre-season inventory build, compared
with $8 million in free cash flow generated in the first quarter
of 2002. Due to the seasonal nature of many of the company's
businesses it is not unusual for LII to use free cash flow in
the first half of the year and generate free cash flow in the
second half. Operational working capital improved 270 basis
points to 19.3% of sales from 22.0%.

The tables following the text in this news release provide
financial detail and reconcile the information provided to U.S.
Generally Accepted Accounting Principles (GAAP) measures.

Business segment highlights:

Heating & Cooling: Heating & Cooling business revenues rose 7%
to $387 million. Adjusting for fluctuations in currency exchange
rates, sales were up 5%. Segment operating income increased 37%
to $21.0 million from $15.3 million last year and operating
margins expanded 110 basis points to 5.4% from 4.3% last year.

The Residential Heating & Cooling segment had a very strong
first quarter, with sales up 7% to $294 million. Sales increases
were achieved by all of the company's home comfort equipment
brands, including hearth products. Segment operating income
increased 41% for the quarter to $21.8 million from $15.5
million last year. Operating margins expanded 170 basis points
to 7.4%, through pricing improvement on replacement sales, a
favorable mix of higher- end product, and improved hearth
products profitability. This improvement was partially offset by
margin pressure in LII's residential new construction business.

Commercial Heating & Cooling segment revenues rose 7% to $93
million, but were flat when adjusted for currency fluctuations.
The segment operating loss was $0.7 million, compared with a
loss of $0.2 million last year. Operating margins were (0.8%),
down 60 basis points from 2002. Higher insurance and wage
expenses and a skew toward lower margin parts sales in the
company's domestic operation, combined with pricing-related
margin pressure in Europe, were responsible for the decline.
Several initiatives, including the recent signing of 16 new
national accounts and the planned closing of a 120,000- square-
foot factory in Northampton, England, position the commercial
segment for improved performance going forward.

Service Experts: The Service Experts segment had an operating
loss of $4.7 million, or 2.4% of sales, compared with a loss of
$2.8 million, or 1.4% of sales, last year. Higher insurance
expenses and lower commercial business margins more than offset
improved residential performance. Revenues declined 4%, or 5%
when adjusted for currency translation, to $197 million.

Year-over-year sales in the service and replacement businesses
and in the residential new construction business -- which
represent almost 85% of total segment revenues -- increased
slightly, although soft demand compounded what is typically the
weakest quarter for this business. The decline in segment
revenue is entirely in the commercial new construction sector
due in part to severe weather in key sales areas. "We remain
confident we have identified and are implementing the right
strategies to improve the performance of this segment,"
Schjerven said.

Refrigeration: Segment revenues were up 3% to $90 million but
were down 4% when adjusted for currency exchange. Segment
operating income was essentially flat at $8.3 million, with
strict cost control helping to offset lower sales. Operating
margins contracted to 9.2%, primarily due to pricing- related
margin pressure in Europe. While demand for commercial
refrigeration equipment has declined, the refrigeration segment
is maintaining its market share.

Business outlook

The company reaffirmed its guidance for 2003, anticipating
revenues to be relatively flat and earnings per share, based on
the continued focus on cost reduction and the full-year effect
of actions taken in 2002, to be in the range of $1.10 to $1.20.
While the company sees no clear signs of sustained underlying
strength in the economy and with a lack of visibility on the
timing of economic recovery, year-over-year improvements are
expected to be more concentrated in the latter half of the year.
For the year, the company expects to generate free cash flow
approximately equal to net income.

"We are pleased our performance continues to improve," said Bob
Schjerven. "Our management team remains intensely focused on
operating improvements, which will accelerate with economic
recovery."

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. is a global leader in the heating,
ventilation, air conditioning, and refrigeration markets. Lennox
International stock is traded on the New York Stock Exchange
under the symbol "LII". Additional information is available at:
http://www.lennoxinternational.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its double-'B'-minus corporate credit rating to
air conditioning and heating equipment manufacturer Lennox
International Inc.  The outlook is stable.

At the same time, Standard & Poor's said that it assigned its
single-'B' rating to the company's $143.8 million convertible
subordinated notes. Proceeds from the notes were used to
partially repay amounts on the company's revolving credit
facility. Total debt is about $820 million.


LERNOUT: Secures Extension of Service Date for Avoidance Actions
----------------------------------------------------------------
Lernout & Hauspie Speech Products N.V., as plaintiff in the
numerous Avoidance Actions filed in these cases, represented by
Donna L. Harris, Esq., at Morris Nichols Arsht & Tunnell,
obtained an extension of time within which L&H must effect
service of the summonses and complaints with respect to the
Avoidance Actions for an additional 180 days. (L&H/Dictaphone
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LTV CORP: Admin. Committee Taps Deloitte & Touche as Consultants
----------------------------------------------------------------
Deloitte Consulting LP began providing services to the Committee
of Administrative Creditors, in The LTV Corporation's chapter 11
cases, on March 5, 2003.  The Admin Committee seeks to retain
Deloitte Consulting as its financial and business consultants.

Deloitte is expected to:

        (1) provide support in analyzing and negotiating
            LTV Steel's intercompany claims;

        (2) advise the Admin Committee concerning other claims;

        (3) consistent with the scope of these services,
            attend and participate in appearances before the
            Bankruptcy Court; and

        (4) provide other services as may be requested by the
            Admin Committee or its counsel, and agreed to by
            Deloitte.

Donald M. deCamara tells Judge Bodoh that Deloitte is a
disinterested party, which neither holds nor represents any
interest adverse to the Admin Committee.  Deloitte served as
reorganization consultants to the now disbanded Creditors'
Committee.  In addition, Deloitte has provided, or will provide
services to several of the Debtor's financing sources, including
Credit Agricole Indosuez, General Electric Corporation and its
subsidiaries, Key Equity Capital, Mellon Bank, National Union
Fire Insurance, and Travelers Insurance.  In addition, General
Electric, through its subsidiaries, provides financing to
Deloitte and/or its partners and principals.

Mr. deCamara further discloses that Deloitte is involved in
numerous reorganization or litigation cases where other parties
are involved which are parties-in-interest to these estates.  In
the ordinary course of its business, Deloitte has business
relationships in unrelated matters with its principal
competitors, the other "Big Four" accounting firms, including
Ernst & Young LLP, the Debtors' accountants.  From time to time,
Deloitte and one or more of such entities may work jointly on
assignments for the same client, or may otherwise engage each
other for various purposes.  Deloitte also has been involved in
other bankruptcy cases in which other professionals, like Baker
& Hostetler, The Blackstone Group, Jones Day, Jay Alix &
Associates, and Reed Smith have been engaged as professionals.

However, Deloitte believes that these relationships past,
present and future, do not cause Deloitte to lack
"disinterestedness" or to represent an entity having an adverse
interest in connection with this case.  If Judge Bodoh approves
this employment, Deloitte will maintain its customary
confidentiality procedures in connection with services it
provides in this case and will not, unless specifically
authorized by the Court, represent any other party in connection
with this case.

Deloitte will charge its regular hourly rates in performing the
services for the Committee.  These hourly rates at present range
from:

    $550 - 675   partners, principals and directors
     325 - 525   managers and senior managers
     250 - 400   senior consultants
      75 - 300   other paraprofessionals, consultants
                 and analysts

In the normal course of business, Deloitte revises its regular
hourly rates periodically to reflect changes in
responsibilities, increased experience, and increased costs of
doing business, accordingly, these rates will be revised from
time to time.  Changes in regular hourly rates will be noted on
the invoices for the first time period in which the revised
rates become effective. (LTV Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV Corp.'s 11.750% bonds due 2009 (LTVC09USR1) are trading at
less than a penny on the dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


MATLACK: Seitz Hires Schwartz Tobia as Environmental Counsel
------------------------------------------------------------
Gary F. Seitz, Esq., the Chapter 7 Trustee of the estates of
Matlack Systems, Inc. and its debtor-affiliates, asks for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Schwartz, Tobia, Stanziale, Sedita &
Campisano, PA as his Special Environmental Counsel, nunc pro
tunc to March 4, 2003.

The Chapter 7 Trustee selected Schwartz Tobia because of the
Firm's attorneys' experience and knowledge and because of the
absence of any conflict of interest.

The services Schwartz Tobia may be required to render include:

     a) providing legal advice with respect to the Chapter 7
        Trustee's rights, obligations and exposure pursuant to
        federal, state and local environmental legislation and
        regulation, and the impact of any such legislation and
        regulation on these estates;

     b) assisting in the investigation of the Debtors' assets,
        books and records to determine and evaluate the
        condition, value and marketability of the Debtors'
        assets and other environmental matters relevant to the
        cases or to the orderly liquidation of the estates'
        assets;

     c) assisting the Chapter 7 Trustee in the evaluation of:

          (i) environmental conditions of the Debtors' assets;

         (ii) the need for remediation of the Debtors' assets;
              and

        (iii) the methods and cost of remediating any such
              asset;

     d) appearing in Court to present necessary motions and
        pleadings and to otherwise protect the interests of the
        Chapter 7 Trustee and the Debtors' estates;

     e) assisting the Chapter 7 Trustee in liquidating and/or
        abandoning assets of the estate; and

     f) performing other legal services related to environmental
        matters for the Chapter 7 Trustee that may be necessary
        and proper in these proceedings.

The hourly rates of Schwartz Tobia professionals are:

          Theodore A. Schwartz              $365
          Damon R. Sedita                   $325
          Sandra T. Ayres                   $325
          Wanda Chin Monahan                $295
          William A. Baker                  $295
          Kim M. Diddio                     $165
          Las Assistants, Law Clerks and    $ 95
            Paralegals

Before filing for chapter 11 protection, Matlack Systems, Inc.,
North America's No. 3 tank truck company, provides liquid and
dry bulk transportation, primarily for the chemicals industry.
The Debtors converted their chapter 11 cases to cases under
Chapter 7 Liquidation of the Bankruptcy Court on October 18,
2002 (Bankr. Del. Case No. 01-1114).  Richard Scott Cobb, Esq.,
at Klett Rooney Lieber & Schorling represents the Debtors as
they wind up their assets.


MIRANT: S&P Keeps Watch on B TIERS Series 2001-14 Notes Rating
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on TIERS
Fixed Rate Certificates Trust Series 2001-14 Series MIR 2001-14
(TIERS 2001-14) and placed the rating on CreditWatch with
negative implications.

The rating on TIERS 2001-14 is weak-linked to the rating on the
underlying collateral, Mirant Corp.'s senior unsecured debt, and
this rating action reflects the current credit quality of the
underlying securities.

For more information regarding Mirant Corp., please refer to the
summary analysis dated April 9, 2003, which is available on
RatingsDirect, Standard & Poor's Web-based credit analysis
system.

        RATING LOWERED AND PLACED ON CREDITWATCH NEGATIVE

        TIERS Fixed Rate Certificates Trust Series 2001-14
      $400 million fixed-rate trust certs series MIR 2001-14

                        Rating
                   To            From
        Certs      B/Watch Neg   BB


NATIONAL CENTURY: NMC Seeks Stay Relief to Pursue Middlesex Suit
----------------------------------------------------------------
Stephen D. Estelle, Esq., at Kegler, Brown, Hill & Ritter, in
Columbus, Ohio, relates that National Medical Care, Inc. filed a
complaint against National Century Financial Enterprises, Inc.,
and Home Medical of America, Inc. in the Massachusetts State
Court three years ago.  To date, the parties have devoted
substantial resources to bring the case to the point of near
resolution.

Mr. Estelle tells Judge Calhoun that NCFE's four controlling
shareholders formed HMA in 1998 to purchase the majority of the
NMC Homecare assets for $105,000,000.  NCFE guaranteed HMA's
payment of two promissory notes -- one for $59,000,000 due
August 1998 and the other for $10,000,000 due December 1998.
However, HMA defaulted on both promissory notes.  It failed to
pay interest on the $59,000,000 note and failed to make any
payment on the $10,000,000 note.   NCFE likewise refused to make
the required payments.

In effect, NMC has claims in the Middlesex Action against NCFE
and HMA for the full payment of these notes.  NCFE and HMA have
counterclaimed, based primarily on the testimony of Lance
Poulsen and one of his subordinates, that they were allegedly
misled as to the value of certain receivables.

In addition, Mr. Estelle informs the Court that NCFE stole
almost $6,000,000 of NMC funds that were unrelated to the sale
but that came into NCFE's possession.  Mr. Estelle explains that
these funds are with respect to NMC's interdialytic parenteral
nutrition business.

NMC established bank lockboxes where payors sent payments on
NMC's accounts receivable, including the IDPN Proceeds.  After
the Sale, the companies decided that NMC would sweep the
contents of the lockboxes into an HMA bank account, and HMA
would return the IDPN Proceeds to NMC within five days.  However
NCFE failed to return, and thereby converted almost $6,000,000
of IDPN Proceeds belonging to NMC.

Since March 2000, NMC aggressively litigated its claims over the
stolen $6,000,000.  After almost two years of litigation, NCFE
conceded its exposure for this conversion and interplead
$5,800,000 of NMC's funds with the Massachusetts Court in
January 2002.  In doing so, NCFE admitted that it had no title
to or ownership interest in those funds.

In a belated attempt to justify its theft of NMC's funds, NCFE
claimed a right to a pre-judgment, extra-judicial set-off of
$2,600,000, allegedly arising from NMC's breach of contract
unrelated to the IDPN Proceeds.

Mr. Estelle argues that NCFE failed to offer any authority
providing it the legal right to unilaterally secure an extra-
judicial pre-judgment attachment.  In fact, the Massachusetts
Federal District Court rejected this transparent attempt at
delaying the resolution of this dispute when it remanded the
case back to the Middlesex Superior Court.  Also, the Boston
District Court Judge made clear that NCFE's attempts to claim
set-off as to money it stole from NMC were frivolous.

Mr. Estelle points out that the parties have all expended
considerable resources in the Middlesex Action, including NCFE's
heavy investment in their counterclaims against NMC.  Judge Neel
of the Middlesex Court was on the verge of ruling on NMC's three
motions for summary judgment and has set a trial date for
February 2003 when NCFE filed for bankruptcy and HMA removed the
case to federal district court because of the NCFE bankruptcy
petition.

Mr. Estelle asserts that the Court should grant NMC relief from
the automatic stay upon a showing of "cause."  According to Mr.
Estelle, the relevant factors to be considered include:

A. NMC is Likely to Succeed on the Merits

   NMC is confident that it will succeed on all of its claims.
   Most compelling of these is the conversion of the IDPN
   Proceeds.  Mr. Estelle reminds the Court that NCFE deposited
   the IDPN Proceeds in the state court only when it became
   clear that NMC would seek multiple damages permitted under
   the Massachusetts law because of NCFE's theft.

   Mr. Estelle adds that the Court should also consider the
   advanced stage of the Middlesex Action.  The Middlesex court
   is on the verge of issuing its opinions on NMC's three
   motions for summary judgment.  Moreover, Mr. Estelle says,
   NMC filed well-founded motions to exclude each of the
   defendants' proposed expert witnesses.

B. The Middlesex Action is Ready for Trial and Lifting the Stay
   Best Serves Judicial Economy

   Mr. Estelle reiterates that the Middlesex Action is ready for
   trial as parties have completed extensive discovery.  The
   parties briefed and argued six motions for summary judgment.
   The Court had scheduled trial to begin in less than three
   months when NCFE declared bankruptcy.

   Moreover, relief from the stay serves judicial economy.  It
   would allow the Middlesex court to swiftly and finally settle
   this dispute in both the forum chosen and with jurisdiction
   to settle all of the claims involved.

C. The Harm to NMC From Continuation of the Stay Vastly
   Outweighs Any Burden to NCFE, the Bankruptcy Estate, or
   NCFE's Creditors That Would Result from Relief From the
   Automatic Stay

   Because the Delaware Court cannot conclude this bankruptcy
   case without first having NMC's claims against NCFE
   liquidated, relief from the stay would resolve these claims
   expediently while allowing the Delaware Court to focus its
   resources on the efficient resolution of the bankruptcy
   petition.

   The balance of the equities demands relief from the stay.
   Mr. Estelle points out that NMC suffers ongoing harm as it
   continues to be divested of almost $6,000,000 of its funds.
   Moreover, NMC has expended significant time and resources in
   pursuing its claims.

   In contrast, the burden on NCFE to defend the Middlesex
   Action will not be undue or excessive.  The costs associated
   with the imminent conclusion of the Middlesex Action
   certainly should be no greater than if the Court resurrects
   this action and tries it in a bankruptcy forum.

   Furthermore, NMC's intent to recover its IDPN Proceeds
   does not affect the bankruptcy estate.  The law is clear that
   property that a debtor obtained through fraudulent conversion
   or theft is not part of the bankruptcy estate, Mr. Estelle
   emphasizes. (National Century Bankruptcy News, Issue No. 14;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Committee Signs-Up Hatch for Consulting Services
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in National Steel
Debtors' chapter 11 cases sought and obtained the Court's
authority to retain Hatch Consulting as its independent
engineering consultant.

The Committee needs Hatch to assist in determining:

  (a) the quality of the Debtors' major operating plants and
      assets located in Mishawaka, Indiana, Ecorse, River Rouge
      and Canton, Michigan, Granite City, Illinois, Portage,
      Indiana, and Keewatin, Minnesota in order to determine the
      operating characteristics of the Facilities and cost
      structure, including the appropriate amount of capital
      expenditures that may be required to be made within the
      next few years to maintain the competitive nature of the
      Facilities; and

  (b) the development of a "manpower plan" for the Facilities
      which will suggest any modifications Hatch deems necessary
      to ensure that the Facilities can be operated profitably
      in the event that the Debtors reorganize their businesses
      on a stand alone basis rather than through a sale.

If a sale of substantially all of the Debtors' assets is
consummated, Hatch's expertise will be critical in assisting the
Committee in its analysis of the assets' value, which will be a
very important variable in the Committee's position as to the
manner in which the sale proceeds should be allocated.  However,
if a sale does not occur, an alternative to the sale will need
to be formulated for the Debtors' businesses to remain valuable.
Hatch's assistance will be vital to the Committee's role in
developing various strategies with the Debtors.

The Committee relates that Hatch is a recognized leader in
providing consulting services to the steel industry.  Hatch has
extensive experience in assessing the operating structure of
integrated steel mills, including the quality of fixed assets,
the amount and nature of necessary capital expenditures and the
labor component, each of which needs to be reviewed in the event
that these Facilities are to be reorganized on a stand alone
basis.  Hatch's professionals who will have primary
responsibility in rendering the appraisal and other services
include Richard McLaughlin as team leader and 12 other
professionals who are experienced in conducting the analysis.

For its services, Hatch will be compensated on an hourly rate,
not to exceed $150,000 in the aggregate, for the services
rendered and will be reimbursed for its reasonable out-of-pocket
expenses incurred in connection with the services.

Mr. McLaughlin attests that Hatch's officers and employees do
not have any connection with the Debtors, their creditors or any
other party-in-interest.  Hatch is a "disinterested person"
under Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b); and does not hold or represent an interest
adverse to the Debtors' estates. (National Steel Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NATIONSRENT INC: Pushing for Fourth Exclusive Period Extension
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates have continued to
devote significant time and effort to restructure their
businesses.  Although there can be no assurance that their
current discussions and actions with various parties-in-interest
will ultimately lead to the confirmation of their First Amended
Reorganization Plan, the Debtors believe that their exclusive
periods to file a reorganization plan and solicit acceptances of
that plan should be extended at this stage in their Chapter 11
cases.

The Debtors point out that the First Amended Plan was jointly
proposed and filed by them and their key creditor
constituencies. In addition, the Court had approved the
Disclosure Statement and the Debtors' creditors overwhelmingly
voted to accept the Plan. While a number of parties have filed
Plan objections, the Debtors relate that they have been working
to resolve those objections. The Debtors are also working with
potential lenders to secure a commitment for exit financing
necessary to support confirmation of the Plan.

As part of their reorganization efforts, the Debtors have
achieved notable success in a variety of matters relating to
their Chapter 11 cases.  In connection with their lease review
program, the Debtors have renegotiated certain of their leases,
including those with Banc One Leasing Corporation, Textron
Financial Corporation, Deere Credit, Inc., New Holland Credit
Company and Case Credit Corporation, Zions Credit Corporation,
Debis Financial Services, Citizens Leasing Corporation and Key
Corporate Capital.  The Debtors have settled almost all of the
issues with respect to their equipment lease portfolio.

The Debtors reviewed and evaluated their unexpired non-
residential real property leases to determine, in conjunction
with their business plan, which of the leases they would assume,
assign or reject.  On March 11, 2003, the Debtors filed exhibits
to the First Amended Plan indicating their decision with respect
to the Leases.

The Debtors received 3,400 proofs of claims for prepetition
obligations.  They continue the arduous process of reconciling
the claims with their business records.

Based on these reasons, the Debtors assert that no purpose would
be served by allowing their Exclusive Periods to expire.  It
would, instead, adversely impact creditor recoveries under the
Plan.  Against this backdrop, the Debtors propose to extend the
Exclusive Plan Filing Period to four more months, through and
including August 15, 2003 and their Exclusive Solicitation
Period, through and including October 17, 2003.

Judge Walsh will convene a hearing to consider the Debtors'
request on May 28, 2003.  Pursuant to Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the U.S.
Bankruptcy Court for the District of the Delaware, the Debtors'
Exclusive Plan Filing Period is automatically extended until the
conclusion of that Hearing. (NationsRent Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NET2000 COMMS: Section 341(a) Meeting Slated for May 15, 2003
-------------------------------------------------------------
The United States Trustee will convene a meeting of Net2000
Communications, Inc.'s creditors at 3:00 p.m. on May 15, 2003,
in Room 2112 at 844 King Street in Wilmington, Delaware, under
Section 341(a) of the Bankruptcy Code.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

All creditors wishing to assert a claim against the bankruptcy
estate, must file their proofs of claim on or before August 14,
1002.  Governmental Units are also required to file their proofs
of claim on or before October 1, 2003, or be forever barred from
asserting their claims.

Net2000 Communications, Inc., providers of state-of-the-art
broadband telecommunications services to high-end customers,
obtained Court approval to convert these cases to chapter 7
Liquidation proceedings on May 13, 2002 (Bankr. Del. Case No.
01-11324).  Michael G. Wilson, Esq. and Jason W. Harbour, Esq.
at Morris, Nichols, Arsht & Tunnell represent the Debtors as
they wind up their operations.


NEXMED INC: Closes $8-Million Private Placement Transaction
-----------------------------------------------------------
NexMed, Inc. (Nasdaq: NEXM), a developer of innovative
transdermal treatments based on its proprietary drug delivery
technology, has completed a round of financing with SDS Capital
Partners, The Tail Wind Fund, Clarion Capital Partners and other
institutional and accredited investors.

NexMed sold 800 shares of newly issued convertible preferred
stock, with each preferred share convertible into approximately
6,375 shares of its common stock. Each preferred share in the
offering has a purchase price of $10,000 and includes a warrant
to purchase approximately 5,499 shares of NexMed's common stock
at a price of $1.4322 per share. Upon closing, $4 million of the
proceeds will be placed in escrow to fund any potential
redemption by the purchasers to which they may be entitled if
the results from NexMed's two pivotal Phase 3 studies for
Alprox-TD are not determined to be satisfactory by June 16,
2003. If such results are not satisfactory, the purchasers will
have the option until June 27, 2003, to redeem up to one-half of
their preferred stock (with the concurrent cancellation of up to
one-half of their warrants) utilizing the funds held in escrow.
NexMed intends to file a registration statement covering the
resale of the shares of common stock issuable upon conversion of
the preferred shares and the exercise of the warrants within 30
days of the closing of the financing.

As of December 31, 2002, NexMed's Stockholders' Equity was $3.6
million, which is below the $10 million as required by NASD
Marketplace Rule 4450(a)(1). The Company has received a
notification from Nasdaq concerning this matter and intends to
respond on or before April 23, 2003 with its plan to achieve and
sustain compliance or face possible delisting from the Nasdaq
National Market.

Dr. Y. Joseph Mo, President and C.E.O., commented, "We are very
pleased with the successful closing of this placement in a very
difficult financing climate. The participation in this round by
the new and existing shareholders is a positive indication of
their support for the Company. This new cash infusion will
enable us to continue with our ongoing U.S. development program
for Alprox-TD(R)."

NexMed, Inc. is an emerging pharmaceutical and medical
technology company, with a product development pipeline of
innovative treatments based on the NexACT(R) transdermal
delivery technology. Its lead NexACT(R) product under
development is the Alprox-TD(R) cream treatment for erectile
dysfunction. The Company is also working with various
pharmaceutical companies to explore the incorporation of
NexACT(R) into their existing drugs as a means of developing new
patient-friendly transdermal products and extending patent
lifespans and brand equity.

                         *    *    *

                  Going Concern Uncertainty

In the Company's Form 10-K filed on March 31, 2003, the Company
reported:

"OUR INDEPENDENT ACCOUNTANTS HAVE DOUBT AS TO OUR ABILITY TO
CONTINUE AS A GOING CONCERN FOR A REASONABLE PERIOD OF TIME.

"As a result of our losses to date, working capital deficiency
and accumulated deficit, our independent accountants have
concluded that there is substantial doubt as to our ability to
continue as a going concern for a reasonable period of time, and
have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty. Our continuation is based on our ability to
generate or obtain sufficient cash to meet our obligations on a
timely basis and ultimately to attain profitable operations. Our
independent auditors' going concern qualification may make it
more difficult for us to obtain additional funding to meet our
obligations. We anticipate that we will continue to incur
significant losses until successful commercialization of one or
more of our products, and we may never operate profitably in the
future.

"WE WILL NEED SIGNIFICANT FUNDING TO COMPLETE OUR RESEARCH AND
DEVELOPMENT EFFORTS.

"Our research and development expenses for the years ended
December 31, 2002, 2001, and 2000 were $21,615,787, $12,456,384,
and $6,892,283, respectively. Since January 1, 1994, when we
repositioned ourselves as a medical and pharmaceutical
technology company, we have spent $50,695,348 on research and
development. We anticipate that our expenses for research and
development will not increase in 2003. Given our current lack of
cash reserves, we will not be able to advance the development of
our products unless we raise additional cash reserves through
financing from the sale of our securities and/or through
partnering agreements. If we are successful in entering
partnering agreements for our products under development, we
will receive milestone payments, which will offset some of our
research and development expenses.

"As indicated above, our anticipated cash requirements for
Alprox-TD(R) through the NDA filing in the first half of 2004,
will be approximately $15 million. Completion of the open label
study is not a prerequisite for our NDA filing. We may not be
able to arrange for the financing of that amount, and if
we are not successful in entering enter into a licensing
agreement for Alprox-TD(R), we may be required to discontinue
the development of Alprox-TD(R).

"We will also need significant funding to pursue our product
development plans. In general, our products under development
will require significant time-consuming and costly research and
development, clinical testing, regulatory approval and
significant additional investment prior to their
commercialization. The research and development activities we
conduct may not be successful; our products under development
may not prove to be safe and effective; our clinical development
work may not be completed; and the anticipated products may not
be commercially viable or successfully marketed. Commercial
sales of our products cannot begin until we receive final FDA
approval. The earliest time for such final approval of the first
product which may be approved, Alprox-TD(R), is sometime in
early 2005. We intend to focus our current development efforts
on the Alprox-TD(R) cream treatment, which is in the late
clinical development stage."


OLYMPIC PIPE LINE: UST Schedules Creditors' Meeting for May 5
-------------------------------------------------------------
The United States Trustee will convene a meeting of Olympic Pipe
Line Company's creditors on May 5, 2003, 1:30 p.m., at Park
Place Building, Suite 600, 1200 Sixth Avenue, Seattle,
Washington 98101-3100. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Olympic Pipe Line Company, owns and operates a pipeline system
transporting finished Petroleum products.  The Company filed for
chapter 11 protection on March 27, 2003 (Bankr. W.D. Wash. Case
No. 03-14059).  Edwin K. Sato, Esq., and Thomas N. Bucknell,
Esq., at Bucknell Stehlik Sato & Stubner, LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $105,961,773 in
total assets and $401,856,113 in total debts.


ONESOURCE TECHNOLOGIES: Epstein Weber Airs Going Concern Doubt
--------------------------------------------------------------
OneSource Technologies, Inc., (OTCBB:OSRC) reported consolidated
revenues of $2.9 million for the year ended December 31, 2001, a
7% increase over year-end 2001 revenues of $2.8 million.
Operating Profit and Net Profit of $193 thousand (less than
$0.00 per share) and $16 thousand (less than $0.00 per share)
respectively were also reported for the year-ended December 31,
2002 compared to Operating Losses and Net Losses of $556
thousand ($0.03 per share) and $1.5 million ($0.07 per share)
respectively for the year ended December 31, 2001.

"Annual 2002 results now confirm the Company has turned the
corner and returned to profitability", said Michael Hirschey,
CEO of the Company. "Operational problems in the Company's
maintenance and installation division have been rectified and
the Company's supplies distribution division continued to
contribute positive cash flow and profits for the year,"
continued Hirschey. "These results also reflect the constructive
effects of restructuring and realignment changes management has
implemented to forge a solid foundation for the future," added
Hirschey. "We will continue to enhance these improved
infrastructure, management and operational processes in 2003 so
the Company can regain the momentum it enjoyed in the late
'90s," concluded Hirschey.

OneSource is engaged in three closely related and complimentary
lines of IT and business equipment support services and
products, 1) equipment maintenance services, 2) equipment
installation services, and 3) value added equipment supplies
distribution. OneSource is in the technology equipment
maintenance and service industry and is the inventor of the
unique OneSource Flat-Rate Blanket Maintenance System(TM). This
patent pending program provides customers with a Single Source
for all general office, computer and peripheral and industry
specific equipment technology maintenance and installation
services.

OneSource's Cartridge Care division provides remanufactured
toner cartridges in the south and mountain west and is the
supplier of choice for a number of Fortune 1000 companies in
those regions. OneSource has realigned this division and
invested in eCommerce initiatives to stage the division for
substantial expansion over the next two years to enable
Cartridge Care to extend its reputation beyond its southwestern
regional roots.

                         *    *    *

                Independent Auditor's Report

To the Stockholders and Board of Directors of OneSource
Technologies, Inc.:

"We have audited the [Company's] consolidated balance sheet of
OneSource Technologies, Inc. as of December 31, 2002 and related
consolidated statements of operations, stockholders' deficit and
cash flows for each of the two years in the period ended
December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

"We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe our audits provide a
reasonable basis for our opinion.

"In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of OneSource Technologies, Inc.
as of December 31, 2002, and the consolidated results of its
operations and cash flows for each of the two years in the
period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States.

                           Epstein, Weber & Conover, P.L.C.
                           Scottsdale, Arizona
                           February 6, 2003

OneSource Technologies' December 31, 2002 balance sheet shows a
working capital deficit of about $1.1 million, and a total
shareholders' equity deficit of close to $600,000.


POLAROID: Plan Filing Co-Exclusive Period Stretched to July 18
--------------------------------------------------------------
Although the Unsecured Creditors' Committee (in Polaroid Corp.,
and debtor-affiliates' Chapter 11 proceedings) asserted that
competing plans might cost additional estate resources, it is
unclear if this is either true or likely.  Mr. Stephen J. Morgan
asserts that a competition is likely to benefit the estate and
the bankruptcy case as a whole.  "Why should the Debtors be
allowed years of exclusivity when the law states a much shorter
period?" Mr. Morgan asks.

Mr. Morgan informs the Court that he and his constituencies have
worked and are currently working on proposals for the Debtors'
reorganization.  Although they may be considered "long shots"
these equity holder initiatives deserve a chance to be heard.
Mr. Morgan relates that he is aware that at least one other
group lead by James Roach has interest in bringing a plan but
has been denied by the Creditors' Committee and the Company.

The Debtors have refused Mr. Morgan's request for a meeting to
discuss this case and his plans, which he believes would be a
benefit to the estate and all parties despite his working with
over 37% of shareholders.  An open process regarding plans of
reorganization should be a benefit to all.  Moreover, Mr. Morgan
points out that the Court should note that the professionals in
this case benefit significantly by the delay.

The Debtors have not demonstrated that cause exists to extend
the exclusive periods further and would lose nothing by this
expiration.  Thus, Mr. Morgan asks the Court not to extend the
exclusive periods.  In the alternative, Mr. Morgan asks Judge
Walsh that he and other equity holders be provided with co-
exclusivity with the Creditors' Committee and the Debtors.

                           *     *     *

Notwithstanding Mr. Morgan's objection, Judge Walsh extends the
co-exclusive right of the Debtors and the Committee to:

    (a) file one or more reorganization plans through and
        including July 18, 2003; and

    (b) solicit and obtain acceptances for the plans through and
        including September 17, 2003. (Polaroid Bankruptcy News,
        Issue No. 36; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


PRIDE INT'L: S&P Rates Proposed $250MM Senior Unsec. Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to oil and gas contract driller Pride International
Inc.'s proposed $250 million senior unsecured 3.25% convertible
notes due 2033. The outlook is stable. At the same time,
Standard & Poor's affirmed its 'BB+' corporate credit rating on
Pride International, as well as other ratings.

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

"The transaction allows Pride to address its $115 million near-
term put obligations. The company is also expected to use
proceeds to opportunistically reduce its higher-cost outstanding
debt," noted Standard & Poor's credit analyst Daniel Volpi.

Pride recently announced the sale of $250 million senior
unsecured 3.25% convertible notes due 2033. The notes are
callable beginning May 5, 2008 and may be put to the company on
May 1 in each of 2008, 2010, 1013, 2023, and 2028.

Pride is expected to apply roughly $115 million of the proceeds
to redeem its zero coupon convertible debentures due 2018. Pride
is obligated to purchase those outstanding debentures on
April 24, 2003 at the option of the holders.

The stable outlook reflects expectations that Pride will
generate sufficient cash flow and maintain adequate liquidity.


QUAKER CITY CASTINGS: Case Summary & Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: Quaker City Castings, Inc.
             310 Euclid Avenue
             Salem, Ohio 44460

Bankruptcy Case No.: 03-41848

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        American Foundry Group, Inc.               03-41849
        Lionheart Industries, Inc.                 03-41850
        Penatek Industries, Inc.                   03-41851
        Pohlman Foundry Company, Inc.              03-41852
        Ring Carriers, Inc.                        03-41853
        Vancouver Foundry Company                  03-41854
        Varicast, Inc.                             03-41855

Type of Business: Foundry and machining operations

Chapter 11 Petition Date: April 16, 2003

Court: Northern District of Ohio (Youngstown)

Judge: William T. Bodoh

Debtors' Counsel: Jeffrey Baddeley, Esq.
                  Baker & Hostetler LLP
                  3200 National City Center
                  1900 East Ninth Street
                  Cleveland, OH 44114-3485
                  Tel: (216) 621-0200
                  Fax : (216) 696-0740

A. Quaker City Castings's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ohio Edison                 Trade Debt                $121,001

Keener Sand                 Trade Debt                 $54,222

Wilkoff & Sons              Trade Debt                 $43,777

Foster Pattern              Trade Debt                 $35,690

Industrial Car Tech         Trade Debt                 $33,613

Miller & Co.                Trade Debt                 $30,964

Process Equip. Parts        Trade Debt                 $30,335

Medical Mutual Ohio         Trade Debt                 $26,812

Vesuvius USA                Trade Debt                 $26,603

Ansam Metals                Trade Debt                 $36,861

Columbia Gas                Trade Debt                 $25,438

Electric Furnace HT         Trade Debt                 $25,339

Peterson HT                 Trade Debt                 $24,542

ELG                         Trade Debt                 $22,030

ATSCO                       Trade Debt                 $20,693

E Mfg.                      Trade Debt                 $20,261

Thalheiner Bros.            Trade Debt                 $20,235

Vory, Sater, Seymour        Trade Debt                 $20,178

Salem Blanking              Trade Debt                 $19,781

ASI                         Trade Debt                 $19,210

B. American Foundry Group's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Tulsa Gamma Ray             Trade Debt                $237,313

Dallas Industries, Inc.     Trade Debt                $222,132

CMS&T                       Trade Debt                $174,296

Southwestern Processors     Trade Debt                $150,457

Canfield & Joseph           Trade Debt                $147,461

Duncan Equipment            Trade Debt                $128,499

Designed Alloys, Inc.       Trade Debt                 $96,639

Oklahoma Gas & Electric     Trade Debt                 $90,708

Richard Lee                 Trade Debt                 $80,897

TSI Heat Treating           Trade Debt                 $68,250

Buntrock Industries         Trade Debt                 $66,106

Welsco                      Trade Debt                 $66,102

Ashland Chemical            Trade Debt                 $54,661

St. Louis Coke & Foundry    Trade Debt                 $54,117
Supply

US Silica                   Trade Debt                 $49,177

Accountemps                 Trade Debt                 $47,205

Brog Compressed Steel       Trade Debt                 $44,535

Sherry Laboratories         Trade Debt                 $42,185

B&B Pattern                 Trade Debt                 $38,950

Outsourcing Solutions       Trade Debt                 $36,079

C. Lionheart Industries' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Imperial Premium Finance,   Trade Debt                $125,470
Inc.

Kohman, Jackson & Krantz,   Trade Debt                 $80,006
PLL

USBancorp                   Trade Debt                 $25,873

Pricewaterhousecoopers      Trade Debt                 $14,722

CTJ Safety Associates, LLC  Trade Debt                 $12,861

Todd Associates, Inc.       Trade Debt                  $7,909

Accountemps                 Trade Debt                  $6,195

CAN Insurance Company       Trade Debt                  $5,576

AT&T                        Trade Debt                  $5,501

Salesnet, Inc.              Trade Debt                  $5,096

American Express            Trade Debt                  $4,710

Delaware Secretary of State Trade Debt                  $4,710

Niles, Barton & Wilmer, LLP Trade Debt                  $3,973

Corecomm                    Trade Debt                  $3,762

Ashby, Dillon Inc.          Trade Debt                  $3,500

Labyrinth Management Group  Trade Debt                  $2,730

Patton Boggs, LLP           Trade Debt                  $1,212

BP Oil Company              Trade Debt                    $878

Pitney Bowes Credit Corp.   Trade Debt                    $687

ADP, Inc.                   Trade Debt                    $611

D. Penatek Industries' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
TXU Electric                                          $293,987
P.O. Box 660354
Dallas, TX 75266-0354

Atmos Energy                                           $55,464

Spring Metals Co., Inc.                                $46,330

Xcel Energy                                            $44,635

EAC Corporation                                        $33,892

ASI International, Ltd.                                $28,728

Ector Co Appraisal District                            $19,784

New Holland Credit Co.                                 $18,970

Canfield & Joseph Inc.                                 $18,357

Resource Metals Co.                                    $16,799

Commercial Metals Company                              $16,426

M&M Sales & Equipment                                  $15,557

Arc & Flame, Inc.                                      $14,870

SB International Inc.                                  $13,347

Allied Metals Corp.                                    $12,956

Southwestern Processors                                 $9,816

Joe H. Smith Company Inc.                               $8,600

Shield Alloy Metallurgical                              $8,548

Indiana Bench                                           $7,335

Casting Technologies Inc.                               $6,438


E. Pohlman Foundry Company's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Woodward Industries Inc.    Trade Debt                 $65,545

Niagara Mohawk              Trade Debt                 $62,469

Hickman Williams            Trade Debt                 $44,288

Hanna Sales                 Trade Debt                 $35,920

Niagara Transformer         Trade Debt                 $29,978

HA International            Trade Debt                 $29,823

Sand Product Corp.          Trade Debt                 $29,375

Edward Verdecchia           Trade Debt                 $16,208

IAM Ntional Pension         Trade Debt                 $15,589

Cambridge Patterns          Trade Debt                 $14,440

Independent Health          Trade Debt                 $14,433

Commissioner of Admin &     Trade Debt                 $14,416
  Finance

Foundry Associates          Trade Debt                 $12,622

Commissioner of Admin &     Trade Debt                 $12,568
  Finance

CC Metals & Alloys          Trade Debt                 $11,300

Niagara Testing             Trade Debt                 $11,275

Ajax Magnethermic           Trade Debt                 $10,500

Modern Industries           Trade Debt                  $9,300

Morris Protective Services  Trade Debt                  $8,556

Lakeshore Sand              Trade Debt                  $8,168

F. Ring Carriers' Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cinergy/PSI                 Trade Debt                    $405

G. Vancouver Foundry Company's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
LaGrand Industrial Supply Co.                          $58,895

Stack Metallurgical Services                           $31,573

Metro Metals Northwest Inc.                            $29,509

Shell Core Specialties                                 $24,451

River City Pattern, Inc.                               $23,979

Donaldson & Landry                                     $19,325

Bridgetown Cores, Inc.                                 $17,496

Foundry Associates                                     $15,788

Pacific Pattern Service                                $15,185

Kosta's Scrap Metals                                   $14,156

Miller and Company, LLC                                $10,514

Associated Welding Products                            $10,162

Steel Founders Society of Amer                         $9,037

Industrial Services Inc.                               $8,068

NorthWest Industrial & Foundry                         $7,008

Strider Company                                        $6,189

Taylor Enterprises                                     $5,844

Pacific Steel Casting Company                          $5,716

Tice Electric Co.                                      $4,088

Serbaco, Inc.                                          $3,716

H. Varicast, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Paul Schurman Machine, Inc.                             $4,954

R&J Metal Fab, Inc.                                     $5,077

Portland Factory                                        $9,280

Stefan Bordea                                           $5,857

Toyota Financial Services                               $6,382

Custom Box Service                                      $7,518

LeGrand Industrial Supply   Trade Debt                 $66,066
Co.

Kosta's Scrap Metals        Trade Debt                 $67,284

Columbia Aluminum Recycling Trade Debt                 $51,800

Stack Metallurgical         Trade Debt                 $16,442
Services

Willamette Pattern Works,   Trade Debt                 $44,925
Inc.

Shell Core Specialties      Trade Debt                 $15,203

Donaldson & Landry          Trade Debt                 $12,148

Northwest Industrial &      Trade Debt                 $24,773
Foundry

Associated Welding Products Trade Debt                  $4,218

Risco                       Trade Debt                 $19,059

Longview Inspection         Trade Debt                 $18,417

Miller and Company          Trade Debt                  $5,953

Dycon International, LLC    Trade Debt                 $10,638

Specialty Finishes, Inc.    Trade Debt                  $9,229


QWEST COMMS: Expanding Qwest DSL Services in 14-State Region
------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) is investing
an incremental $75 million to expand the availability of Qwest
DSL in its 14-state region.  Qwest's commitment to expand DSL
services is in direct response to strong customer demand for
faster Internet service, and ensures that more customers are
able to receive a complete solution that includes local, long
distance, wireless and DSL service.

In Wyoming, Qwest expects to deploy DSL later this year in
Evanston, Green River, Jackson and Rock Springs.

Qwest will expand its current DSL service area by more than 20
percent, to nearly 1,550 new neighborhoods across its region. As
a result, customers at approximately 900,000 additional homes
and businesses will become eligible to purchase Qwest DSL.

In addition to this expansion, Qwest also is making
technological changes to many phone lines in its region, which
is expected to make DSL services available where previously they
were not. As a result, an additional 100,000 homes and
businesses will have access to Qwest DSL service.

"Our customers want reliable, affordable high-speed access to
the Internet, and we're meeting this need by aggressively
deploying additional DSL service throughout the Qwest
territory," said Richard C. Notebaert, Qwest chairman and CEO.
"Qwest DSL allows customers to experience the Internet the way
it's meant to be experienced -- quickly and efficiently, with no
long waits, saving customers time and helping to simplify their
lives."

Qwest DSL enables customers to access the Internet or corporate
networks at speeds ranging from approximately 256 kilobits per
second to 7 megabits per second, which -- at the highest DSL
speed -- is approximately 125 times faster than a traditional
56K dial-up connection. As a result, customers can download
movie clips and photos, play music and participate in online
gaming with high-speed action. These features take a fraction of
the time compared to dial-up, and customers can talk on the
phone while surfing the Internet.

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' 7.500% bonds due 2008 (Q08USR3) are
trading at about 89 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for
real-time bond pricing.


ROWECOM INC: Proofs of Claim Due on May 15, 2003
------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Massachusetts directs all persons holding or asserting claims
against RoweCom, Inc., and its debtor-affiliates, to file their
Proofs of Claim against the Debtors on or before May 15, 2003,
or be forever barred from asserting their claims.

Proofs of Claim must be actually received by the Debtors' Claims
Agent before 4:00 p.m. (Eastern Time) on May 15 to be considered
timely. Claims must be addressed to:

        RoweCom, Inc., Claims Processing
        c/o Kurtzman Carson Consultants LLC
        5301 Beethoven Street
        Suite 102
        Los Angeles, CA 90066

Rowecom, Inc., offers content sources and innovative
technologies and provides information specialists, particularly
in the library, with complete solutions serving all their
information needs, in print or electronic format. The Company,
together with six of its affiliates, filed for chapter 11
protection on January 27, 2003 (Bankr. Mass. Case No. 03-10668).
Stephen E. Garcia, Esq., Mindy D. Cohn, Esq., at Kaye Scholer
LLC and Jeffrey D. Sternklar, Esq., Jennifer L. Hertz, Esq., at
Duane Morris, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of over $50
million each.


SPIEGEL GROUP: Court Approves Alvarez & Marsal as Consultants
-------------------------------------------------------------
The Spiegel Group and its debtor-affiliates obtained the Court's
authority to continue to employ Alvarez and Marsal, Inc.
pursuant to Sections 363 and 105 of the Bankruptcy Code as their
restructuring consultants in the Debtors' Chapter 11 cases.

                     Services To Be Provided

Under the A&M Engagement Letter, A&M staff has assumed certain
management positions of the Debtors' businesses.  Mr. Kosturos
currently serves as the Interim Chief Executive Officer and
Chief Restructuring Officer of Spiegel, reporting to the Board
of Directors and directing the Debtors' operations and
reorganization with an objective of completing a restructuring
of the Debtors.

Mr. Kosturos is responsible for managing the Debtors' daily
operations and restructuring efforts, including negotiating with
parties-in-interest, and coordinating the "working group" of
professionals who are or will be assisting the Debtors in the
restructuring process or who are working for the Debtors'
stakeholders.

As members of the Debtors' senior management, Mr. Kosturos and
any additional personnel as mutually agreed upon by Spiegel and
A&M will provide the senior management services that A&M and the
Debtors deem appropriate and feasible to assist the Debtors
during these chapter 11 cases.  Certain of the Additional
Personnel will be designated by Spiegel as executive officers.
The Debtors believe that Mr. Kosturos and the Additional
Personnel will not duplicate the services that are being
provided to the Debtors in these cases by any other
professional.

The duties of Mr. Kosturos and the Additional Personnel will
include, but are not limited to:

   a. Mr. Kosturos, together with any Additional Personnel,
      will perform a financial review of the Debtors, including
      but not limited to a review and assessment of financial
      information that has been, and that will be, provided by
      the Debtors to their creditors, including without
      limitation their short and long-term projected cash
      flows;

   b. Mr. Kosturos and any Additional Personnel will assist in
      the identification of cost reduction and operations
      improvement opportunities;

   c. Mr. Kosturos and any Additional Personnel will develop
      for the Board of Directors' review possible restructuring
      plans or strategic alternatives for maximizing the
      enterprise value of the Debtors' various business lines;

   d. Mr. Kosturos will serve as the principal contact with the
      Debtors' creditors with respect to the Debtors' financial
      and operational matters; and

   e. Mr. Kosturos and any additional personnel will perform
      other services as requested or directed by the Board of
      Directors and agreed to by such persons.

                    Terms of Retention

The employment of A&M may be terminated by either party in
accordance with the A&M Engagement Letter.

In consideration of Mr. Kosturos serving as Interim Chief
Executive Officer and Chief Restructuring Officer, the Debtors
have agreed to compensate A&M at the rate of $100,000 per month
plus reimbursement of Mr. Kosturos' out-of-pocket expenses.  If
the Debtors retain a permanent Chief Executive Officer, and Mr.
Kosturos continues to serve as the Debtors' Chief Restructuring
Officer, A&M will be compensated at a rate of $500 per hour,
capped at $100,000 per month, plus reimbursement of expenses,
for services rendered by Mr. Kosturos as Chief Restructuring
Officer.

The Debtors propose to employ these A&M staff members as
Additional Officers at the hourly rates indicated:

     Peter Briggs      Assistant Restructuring Officer   $550
     William Roberti   Assistant Restructuring Officer    550
     Daniel Ehrmann    Assistant Restructuring Officer    450
     Doug Lambert      Assistant Restructuring Officer    400
     Scott Brubaker    Assistant Restructuring Officer    400
     Nate Arnett       Assistant Restructuring Officer    300
     Vince Hsieh       Assistant Restructuring Officer    300

The Debtors have agreed to compensate A&M monthly for the
services rendered by the Additional Officers.

Furthermore, if the Debtors and A&M agree to employ other
Additional Personnel, they will compensate A&M monthly for the
services rendered for the hours charged at these hourly rates:

            Managing Director      $475 - 575
            Director                350 - 450
            Associates              275 - 350
            Analyst                 175 - 225

These hourly billing rates and those of the Additional Officers
periodically may be increased in the normal course of business
of A&M.


TOWER AUTOMOTIVE: Mar. 31 Working Capital Deficit Tops $226 Mil.
----------------------------------------------------------------
Tower Automotive, Inc. (NYSE:TWR), announced its operating
results for the first quarter ended March 31, 2003.

For the first quarter of 2003, revenues were $733 million,
compared with $668 million in the 2002 period. Net income for
the first quarter of 2003 was $12 million. Net income for the
first quarter of 2002, adjusted for the restructuring and asset
impairment charges, gain on sale and cumulative effect of change
in accounting principle, was $12 million. Including the after-
tax effect of these aforementioned items, net loss was $147
million for the first quarter of 2002.

Tower Automotive's March 31, 2003 balance sheet shows that total
current liabilities exceeded total current assets by about $226
million.

In commenting on first quarter results, Dug Campbell, president
and chief executive officer of Tower Automotive, said, "While
sales were up compared to last year, softening in certain
platform volumes tended to offset strong Dodge Ram, Ford
Expedition and Cadillac CTS sales. Our focus for 2003 is to
ensure the new Volvo, Nissan and GM launches are flawless, and
at the same time implement swift countermeasures to mitigate the
impact of any further reduction in customer production
releases."

The first quarter of 2002 included previously announced
restructuring and asset impairment charges of $75 million, a
gain of $3.8 million on the sale of its Iwahri, Korea plant to a
Hyundai affiliate and an after-tax impairment loss of $113
million associated with the adoption of the requirements of
Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets."

Tower Automotive, Inc., is a global designer and producer of
vehicle structural components and assemblies used by every major
automotive original manufacturer, including Ford,
DaimlerChrysler, GM, Honda, Toyota, Nissan, Fiat, Hyundai/Kia,
BMW, and Volkswagen Group. Products include body structures and
assemblies, lower vehicle frames and structures, chassis modules
and systems, and suspension components. The company is based in
Grand Rapids, Mich. Additional company information is available
at http://www.towerautomotive.com

As reported in Troubled Company Reporter's April 2, 2003
edition, Standard & Poor's Ratings Services revised its outlook
on Tower Automotive Inc. to negative from stable due to the
expectation that difficult industry conditions will delay
improvement of the company's financial profile. The 'BB'
corporate credit rating on the Grand Rapids, Michigan-based
company was affirmed. Tower, a supplier of automotive structural
components and assemblies, has total debt of about $855 million.

The company's ability to reduce its debt leverage during 2003
will be hindered by the expected decline in automotive
production. Ford Motor Co. (BBB/Negative/A-2), which accounts
for 38% of Tower's sales, has announced that it expects to
decrease vehicle production 17% during the second quarter of
2003 compared with last year, because of reduced auto sales. If
demand does not increase, additional production cuts may be
necessary. Reduced demand, combined with heavy capital spending
to support new product launches, are expected to result in
continued weak credit measures in 2003.


TREND HOLDINGS: Court Fixes May 30, 2003 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets
May 30, 2003, as the deadline for creditors of Gruppo Antico,
Inc. (f/k/a Trend Holdings, Inc.) and its debtor-affiliates, to
file their Proofs of Claim against the Debtors or be forever
barred from asserting their claims.

Each Proof of Claim must be submitted on or before 4:00 p.m. on
May 30, to:

        Trend Technologies Claims Department
        c/o Kurtzman Carson Consultants LLC
        5301 Beethoven Street, Suite 102
        Los Angeles, CA 90066

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


UNION ACCEPTANCE: JPMorgan Affiliate Acquires Servicing Rights
--------------------------------------------------------------
Systems & Services Technologies, Inc., a wholly-owned subsidiary
of JPMorgan Chase Bank, announced the acquisition of the
servicing platform and the rights to service $1.8 billion of
securitized auto receivables of Union Acceptance Corporation.
The U.S. Bankruptcy Court in Indianapolis granted approval of
the sale motion on Tuesday April 16, 2003. The transaction
closed on April 18, 2003.

UAC's portfolio, comprising 16 securitizations of approximately
155,000 automobile loans, further expands SST's position as a
premier third-party asset servicer. "The acquisition of UAC's
servicing rights demonstrates our continued commitment to the
asset servicing industry," said Mike Clark, executive vice
president in charge of JPMorgan's Institutional Trust Services
Division. "The addition of this portfolio to our existing
servicing business supports our strategy of building a premiere
servicing operation."

UAC, based in Indianapolis, IN, is operating under Chapter 11
bankruptcy protection. SST has made offers to most of UAC's
employees and expects to retain its facilities under the terms
of the agreement.

SST provides a comprehensive range of global asset servicing
solutions, including active servicing (conduit businesses and
bulk portfolio transfers), back-up servicing, master servicing,
and deficiency collections. "With this acquisition, SST will
further strengthen its market leadership position, with more
than $8 billion in consumer loans," said Mr. Clark, "and
maintain its position as the largest third-party servicer of
auto assets in the country."

J.P. Morgan Chase & Co. is a leading global financial services
firm with assets of $759 billion and operations in more than 50
countries. The firm is a leader in investment banking, asset
management, private banking, private equity, custody and
transaction services, and retail and middle market financial
services. A component of the Dow Jones Industrial Average,
JPMorgan Chase is headquartered in New York and serves more than
30 million consumer customers and the world's most prominent
corporate, institutional and government clients. Information
about JPMorgan Chase is available on the internet at
http://www.jpmorganchase.com


U.S. HOME: Addresses Recent Trading Activity in 9.4% Preferreds
---------------------------------------------------------------
U.S. Home & Garden Inc. (OTCBB: USHG) long-standing policy is to
generally not comment on rumors that exist in the marketplace.
However, the Company has received a number of inquiries
concerning the trading activity in the Company's 9.4% Cumulative
Trust Preferred Securities (Amex: UHG_pa). The Company recently
announced that its common stock has been delisted from the
Nasdaq Stock Market, effective with the open of business on
April 21, 2003. U.S. Home & Garden's common stock now trades on
the Over-the-Counter Bulletin Board (OTCBB). The delisting of
the Company's common stock from Nasdaq will have no impact on
the continued listing of the Trust Preferred Securities on the
Amex and will not interfere with its previously announced
proposed sale of substantially all of the Company's assets of
its lawn and garden product operating subsidiaries to a new
entity formed by certain members of current management.

U.S. Home & Garden Inc., is a leading manufacturer and marketer
of a broad range of consumer lawn and garden products including
weed preventative landscape fabrics, fertilizer spikes,
decorative landscape edging, shade cloth and root feeders which
are sold under various recognized brand names including Weed
Block(R) , Jobe's(R), Emerald Edge(R), Shade Fabric(TM) Ross(R),
and Tensar(R). The Company markets its products through most
large national home improvement and mass merchant retailers.

To learn more about U.S. Home & Garden Inc., please visit its
Web site at http://www.ushg.com

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $4.3 million.


US MINERAL: Has Until May 16 to Exclusively File Reorg. Plan
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, United States Mineral Products Company obtained an
extension of its exclusive periods.  The Court gave the Debtor
until May 16, 2003, the exclusive right to file their plan of
reorganization and until July 16, 2003, to solicit acceptances
of that Plan from their creditors.

United States Mineral Products Company doing business as
Isolatek International, manufactures and sells spray-applied
fire resistive material, insulation and acoustical products to
the commercial and industrial construction industry in North
America, Central America, South America and the Caribbean. The
Company filed for chapter 11 bankruptcy protection on June 23,
2001 (Bankr. Del. Case No. 01-2471).  Aaron A. Garber, David M.
Fournier and David B. Stratton at Pepper Hamilton LLP represent
the Debtor in its restructuring efforts.


U.S. STEEL: Submits Formal Bid for Polish Huty Stali Company
------------------------------------------------------------
United States Steel Corporation (NYSE: X) presented a formal
offer to Poland's Ministry of State Treasury to purchase Polskie
Huty Stali.  Details of the offer are confidential under the
terms of the official privatization process.

Upon submitting U. S. Steel's bid, John H. Goodish, executive
vice president for International and Diversified Businesses,
commented, "This is an historic time for Poland's steel
industry.  The decisions made by the privatization committee
will determine the fate of thousands of good-paying jobs and the
future of steelmaking in Poland.  With EU accession on the
horizon, this decision is particularly critical."

With regard to the U. S. Steel offer, Goodish said, "If we are
the successful bidder, U. S. Steel will follow the same basic
pattern that has proven successful for us in other parts of
Europe -- implementing proven U. S. Steel management practices
and focusing on new capital investment priorities, while being
responsive to the needs and interests of our workers and the
community.

"We firmly believe that U. S. Steel is the best strategic
investor for Poland's steel industry.  Our experience in the
steel business, the complementary fit of PHS facilities with our
other European operations, and our proven ability to work with
trade unions and the local communities make U. S. Steel a
perfect fit."

For over 100 years, United States Steel Corporation has been a
technological and financial leader in the global steel industry.
It is the largest integrated steel producer in North America
and, upon the expected completion of its pending acquisition of
National Steel Corporation, U. S. Steel will be the fifth
largest steel company in the world.

                           *   *   *

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.


UST INC: March 31 Balance Sheet Insolvency Stands at $46 Million
----------------------------------------------------------------
UST Inc., (NYSE: UST) announced that first quarter 2003 net
sales increased 12.1 percent to $420.8 million, net earnings
increased 6.8 percent to $110.8 million and diluted earnings per
share increased 8.2 percent to $.66 compared to the
corresponding 2002 period.

"Financial results came in slightly better than forecast. Also
in the quarter we utilized our strong cash flow to increase the
quarterly dividend by 4 percent to $.50, which represents an
annualized rate of $2.00 per common share, and repurchased 1.3
million shares at a cost of $38 million," said Vincent A.
Gierer, Jr., UST chairman and chief executive officer. "We
remain focused on delivering solid operating performance,
achieving our stated financial targets and using our extensive
resources to deliver shareholder value."

Selling, advertising and administrative expenses for the first
quarter 2003 include a $4.4 million charge related to the
bankruptcy filing by a significant wholesale customer of the
smokeless tobacco business. The company does not believe this
filing will have a material negative impact on results going
forward. Also included in SA&A are increased pension expenses
and legal as well as related fees.

Results for the first quarter 2003 were favorably impacted by
one additional billing day in the Smokeless Tobacco segment as
compared to the corresponding 2002 period. The company's
smokeless tobacco products, which are dated for freshness to
meet consumer preferences, are shipped to arrive and revenue is
recognized, once a week, each Monday. If results for the
corresponding 2002 period were adjusted to reflect an equivalent
billing day basis, consolidated net sales for the first quarter
2003 would have shown an increase of 4.2 percent, and operating
profit, net earnings and diluted earnings per share would have
shown a decrease of 0.9 percent, 6.1 percent and 4.3 percent,
respectively.

In computing these non-GAAP (Generally Accepted Accounting
Principals) financial results, the company adjusted the GAAP
results of the corresponding 2002 period by the effect of an
average first quarter 2002 billing day. This adjustment had the
effect of increasing 2002 net can sales of moist smokeless
tobacco, net sales, operating profit, net earnings and diluted
earnings per share by 11.9 million cans, $28.5 million, $23.1
million, $14.2 million and $.08, respectively. This information
is provided for comparative purposes. While the GAAP information
reflects the actual number of billing days in the respective
periods, the trend information is not comparable due to the
significance of one billing day's impact on a reporting period's
results.

UST Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $46 million.

                         Smokeless Tobacco

Smokeless Tobacco segment revenue increased 13 percent to $367.8
million and operating profit increased 10.7 percent to $199.9
million. On an equivalent billing day basis, net sales would
have increased 3.9 percent and operating profit would have
decreased 1.8 percent for the quarter.

Moist smokeless tobacco net can sales increased 7.8 percent to
154.1 million cans. On an equivalent billing day basis, net can
sales would have decreased 0.5 percent.

"Our ability to deliver solid results in a difficult economic
environment clearly reflects that this company and its smokeless
tobacco products are distinctly different from others in the
tobacco industry" said Murray S. Kessler, president of U.S.
Smokeless Tobacco Company (USSTC).

USSTC Retail Activity Data Share & Volume Tracking System (RAD-
SVT), measuring shipments to retail for the 26-week period ended
March 22, 2003, on a can-volume basis, indicates total category
shipments increased 1.3 percent, versus the year-ago period. The
premium segment declined 4.8 percent and the price value segment
increased 27.6 percent during the same period. USSTC's share
declined 3.1 percentage points to 74.3 percent.

RAD-SVT information is being provided as an indication of
current domestic moist smokeless tobacco industry trends from
wholesale to retail and is not intended as a basis for measuring
the company's financial performance. This information can vary
significantly from the company's actual results due to the fact
that the company reports shipments to wholesale, while RAD-SVT
measures shipments from wholesale to retail, the difference in
time periods measured, as well as new product introductions and
promotions.

Since the incidence of oral tobacco use by members of the
military tends to be significantly higher than that of the broad
adult population, the recent movement of armed forces stationed
in the U.S., particularly reservists, to the Middle East had a
negative impact on RAD-SVT results since it only measures
domestic retail shipments.

                         Wine Segment

Wine segment revenue increased 3.7 percent to $43.8 million in
the quarter on a 9.2 percent increase in premium case sales. New
product introductions and selective price promotions aided
growth in case sales. Lower direct selling and advertising
expenses enabled operating profit to increase 8.8 percent to
$5.9 million.

"We remain focused on accelerating operating profit growth,
increasing overall product quality and implementing cost
efficiencies," said Theodor P. Baseler, president of
International Wine & Spirits Ltd.

                          Outlook

For the year 2003, the company continues to forecast diluted
earnings per share of $2.99, with upside potential of $3.07, if
volume trends in moist smokeless tobacco and wine accelerate
above expectations. Second quarter 2003 projected diluted
earnings per share remain at $.77.

UST Inc., is a holding company for its principal subsidiaries:
U.S. Smokeless Tobacco Company and International Wine & Spirits
Ltd. U.S. Smokeless Tobacco Company is the leading producer and
marketer of moist smokeless tobacco products including
Copenhagen, Skoal, Rooster, and Red Seal. International Wine &
Spirits Ltd. produces and markets premium wines sold nationally
through the Chateau Ste. Michelle, Columbia Crest, and Villa Mt.
Eden wineries, as well as sparkling wine produced under the
Domaine Ste. Michelle label. Other consumer products marketed by
UST subsidiaries include Don Tomas, Astral and Helix premium
cigars.


VIRACOCHA ENERGY: Dec. Working Capital Deficit Tops C$1-Million
---------------------------------------------------------------
Viracocha Energy Inc. is pleased to announce financial and
operating results for the three month period and year ended
December 31, 2002 including audited financial statements, notes
to the audited financial statements and Management's Discussion
and Analysis.

2002 Highlights

- Achieved an exit 2002 production rate of 2,300 boepd, a 328%
  increase over the 2001 exit rate of 537 boepd

- Increased average production to 1,300 boepd, a 144% increase
  over 2001

- Increased cash flow per share 109% to $0.23 per share in 2002
  versus $0.11 per share in 2001

- Acquired Rozsa Petroleum for $28.9 million, solidifying
  Viracocha's Southern Alberta Core Area

- Raised equity of $21.8 million in conjunction with acquisition
  and development activities

- Attained a listing on the Toronto Stock Exchange and began
  trading under the symbol "VCA" on October 8, 2003

- Signed a Letter of Intent to acquire a private company with
  1,000 boepd of production in the Provost Area of Alberta
  (closed January 3, 2003)

As of Dec. 31, 2002, the company disclosed a working capital
deficit of about CDN$1 million.

At December 31, 2002, the Company had working capital of $0.3
million and a revolving demand loan of $2.0 million, which the
Company reclassified to current in accordance with standards
recently set by the Canadian Institute of Chartered Accountants.
On July 10, 2002 the Company closed a special warrant issuance
for gross proceeds of $7.0 million. The special warrants were
subsequently converted to Class A common shares upon receipt of
final prospectus on September 23, 2002. On July 16, 2002 the
Company acquired Rozsa for a total consideration of $28.9
million. The consideration consisted of $11.8 million cash
($15.1 million cash less acquired cash balance of $3.3 million),
the issuance of 9,988,950 Class A common shares, a convertible
debenture of $3,000,000 and 3,000,000 share purchase warrants.
On December 17, 2002, the Company closed a bought deal private
placement issuing 2,250,000 flow-through common shares at a
price of $2.00 per common share for total gross proceeds of $4.5
million. Subsequent to year-end the Company received a letter
proposal from a Canadian bank to amend the Company's credit
facility. Under the proposed agreement, the revolving operating
demand loan would increase to $28.0 million bearing interest at
prime plus a premium ranging between 0% and 1.25% based on the
Company's debt to cash flow ratio. The amended facility would
also include an additional $7.0 million non-revolving
acquisition/development demand loan bearing interest at prime
plus 0.75%. The security on the credit facility would include a
$75 million supplemental fixed and floating charge debenture on
the assets of the Company. This letter proposal is subject to
the bank's head office approval.

The Company anticipates that it will make substantial capital
expenditures for the acquisition, exploration, development and
production of oil and natural gas reserves in the future.
Viracocha is committed to maintaining a strong balance sheet so
it may capitalize on strategic acquisition opportunities. On an
ongoing basis, the Company will typically utilize three sources
of funding to finance its capital expenditure program:
internally generated cash flow from operations, debt where
deemed appropriate and new equity offerings if market conditions
are favourable.

For 2003, Viracocha expects cash flow to exceed current budgeted
capital expenditures. The expected surplus will provide
financial flexibility whereby the Company can reduce debt,
increase capital expenditures and/or seek acquisition
opportunities.

Viracocha Energy Inc. was incorporated under the Business
Corporations Act (Alberta) on April 19, 2000 under the name of
876612 Alberta Ltd. On May 16, 2000, the Company changed its
name to Viracocha Energy Inc. The Company commenced trading
on the Toronto Stock Exchange on October 8, 2002. The Company is
engaged in the acquisition, development and exploration for and
production and marketing, of petroleum and natural gas reserves
in Alberta and Saskatchewan.


WHEELING: PCC Seeks 10th Exclusive Solicitation Period Extension
----------------------------------------------------------------
PCC Survivor Corporation formerly known as Pittsburgh-Canfield
Corporation and its debtor-affiliates, represented by James M.
Lawniczak, Esq., and Scott N. Opincar, Esq., at Calfee, Halter &
Griswold LLP as local counsel, and Michael E. Wiles, Esq., and
Richard F. Hahn, Esq., at Debevoise & Plimpton, in New York, ask
Judge Bodoh to extend their exclusive solicitation period to
July 8, 2003.

The Debtors anticipate filing shortly their Second Amended Joint
Plan of Reorganization and Second Amended Disclosure Statement.

Pursuant to Judge Bodoh's prior orders, the Debtors' exclusive
period to solicit and obtain acceptances of their Plan will
currently expire on Friday, May 9, 2003.

The Debtors are currently involved in serious, substantial,
negotiations with the appropriate constituencies in these cases
regarding the Disclosure Statement and their Plan.  In addition,
the Debtors have just recently obtained approval from the
Emergency Steel Loan Guaranty Board regarding their amended
application for a government guaranteed loan under the Emergency
Steel Loan Guaranty Act to provide a portion of the financing
under the Plan.

The sheer size and volume of these Chapter 11 cases and the
complex nature of the Debtors' Plan justify a further extension
of the Solicitation Period for cause.  Furthermore, the Debtors:

     (a) are making a good faith effort towards reorganization,

     (b) are negotiating in good faith with their creditors and
         have kept the Official Committees fully apprised of
         their work and progress towards reorganization, and

     (c) are not seeking the extension to pressure creditors
         into accepting an unsatisfactory plan. (Wheeling-
         Pittsburgh Bankruptcy News, Issue No. 38; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Gets Nod to Continue Simpson Thacher as Counsel
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained modification
of the Retention Orders to authorize, pursuant to Section 327(e)
of the Bankruptcy Code, the retention and employment of Simpson
Thacher to provide continued representation of each Resigning
Director and the payment by the Debtors of Simpson's reasonable
fees and expenses in accordance with the procedures set forth in
the Initial Application in connection with the representation.

                         Backgrounder

WorldCom Chief Financial Officer Victoria Harker reminds the
Court that the Debtors retained Simpson Thacher in connection
with the ongoing SEC investigation.  Simpson Thacher also
represents current and former officers and directors.  The
Debtors do not pay for Simpson's representation of officers and
directors who resigned prior to the Petition Date, i.e.,
Clifford Alexander, Jr., Juan Villalonga, Lawrence C. Tucker,
John A. Porter, Timothy Price and Gerald Taylor.

These directors represented by Simpson in the Litigations and in
the Pending Investigations, have submitted resignation letters
since the Petition Date:

     -- James C. Allen
     -- Judith Areen
     -- Carl J. Aycock
     -- Max E. Bobbitt
     -- Francesco Galesi
     -- Stiles A. Kellet, Jr.
     -- Gordon S. Macklin
     -- Bert C. Roberts, Jr.
     -- John W. Sidgmore

The resignation of each of the Resigning Directors became
effective December 16, 2002 and was announced by a press release
on December 17, 2002, except for the resignations of James C.
Allen, Judith Areen and Stiles A. Kellet, Jr. who resigned after
the Petition Date but before December 16, 2002. The Resigning
Directors tendered their resignation letters in connection with
several recent events, including the appointment of Michael
Capellas as the new Chief Executive Officer of WorldCom.  The
Debtors and each of the Resigning Directors wants Simpson to
continue the representation of each Resigning Director.  Simpson
has agreed to continue representation of the Resigning
Directors.  The Debtors, Simpson and the Resigning Directors
have agreed, subject to further order of this Court, that the
Debtors will pay the reasonable fees and expenses of Simpson in
connection with representation of the Resigning Directors.  The
Debtors will seek reimbursement of amounts so paid to the
fullest extent practicable from insurance proceeds.

In light of Simpson's experience in representing the Debtors and
certain of their officers and directors named in the ongoing SEC
investigations, the Litigations and the Pending Investigations,
it is in the estates' best interest that STB continue to
represent the Resigning Directors.  At this point in time, there
is no evidence of any conflict between the estates and the
Resigning Directors in connection with the Litigations in which
Simpson would represent them.  The Resigning Directors should
not be penalized for agreeing to step down from the Board of
Directors in order to permit a smooth transition of control to
new management.  Simpson is the firm most highly qualified to
continue representing the Resigning Directors in connection with
these matters. (Worldcom Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: March 31 Net Capital Deficit Narrows to $215 Million
----------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) reported that 2003 first quarter
sales totaled $444.8 million compared with $412.9 million in the
prior year quarter, a 7.7% increase.

Favorable currency translation effects from a weaker U.S. dollar
accounted for 6.1% of the increase, with revenue from
acquisitions and added volume in certain product lines also
contributing. First quarter net results were a $2.3 million loss
compared with net income of $12.4 million in the first quarter
of 2002.

Pre-tax income from core operations in the first quarter of 2003
was $13.5 million compared with $33.8 million in the first
quarter of 2002. Operating results were adversely affected by
economic weakness, particularly in U.S. commercial construction,
and by higher manufacturing and petroleum-based raw material
costs.

The 2003 first quarter also includes higher environmental
litigation costs and, like most industrial companies, added
pension expense to account for poor investment returns in recent
years. Chapter 11 related expenses were $2.7 million in the
quarter.

"The first quarter presented unique challenges for a global
company like Grace," said Grace Chairman, President and Chief
Executive Officer Paul J. Norris. "The weaker dollar helped our
reported sales, but the continued softness in the economy
yielded little in the way of real growth. Our costs and expenses
were adversely affected by war-related uncertainties, added
pension costs and abnormally high manufacturing costs, partially
due to the severe winter in the U.S. Our challenge for the rest
of the year is to maximize the benefits from our productivity
and six sigma activities, and to capitalize on what we hope will
be improving economic conditions."

                     CORE OPERATIONS

Davison Chemicals

Catalyst and Silica Products

First quarter sales for the Davison Chemicals segment were
$239.1 million, up 11.8% from prior year quarter sales of $213.9
million. Excluding favorable currency translation impacts, sales
were up 3.3% for the quarter, primarily attributable to catalyst
acquisitions and volume growth in silica products.

Sales of catalyst products, which include refining catalysts,
polyolefin catalysts and other chemical catalysts, were up 9.7%
compared with the prior year quarter, as a result of currency
effects and acquisitions in polyolefin and hydroprocessing
catalyst segments.

Sales of silica products were up 16.9% compared with the first
quarter of 2002 (5.9% excluding currency translation impacts),
primarily from growth programs in coatings, digital printing and
separations applications, and added volume in North America and
Europe.

Operating income of the Davison Chemicals segment was $20.3
million, 20.7% lower than the 2002 first quarter; operating
margin was 8.5%, about 3.5 percentage points lower than the
prior year quarter.

Operating income and margins in the first quarter of 2003 were
negatively affected by higher manufacturing costs, primarily due
to production difficulties and unusual maintenance requirements,
exacerbated by severe weather in the mid-Atlantic region of the
United States.

Performance Chemicals

Construction Chemicals, Building Materials, and Sealants and
Coatings

First quarter sales for the Performance Chemicals segment were
$205.7 million, up 3.4% from the prior year quarter, primarily
from favorable currency translation impacts. Volume gains
outside of North America were offset by weakness in North
America, where commercial construction activity was about 10%
lower than last year.

Sales of specialty construction chemicals, which include
concrete admixtures, cement additives and masonry products, were
up 8.6% versus the year-ago quarter (4.5% excluding currency
translation impacts). Sales were strong in geographic regions
other than North America, reflecting the success of new product
programs and sales initiatives in key economies worldwide.

Sales of specialty building materials, which include
waterproofing and fire protection products, were down 6.5% (down
8.7% before translation impacts) compared with a strong first
quarter in 2002.

The decline reflects softness in North American construction and
re-roofing activity, due partly to severe weather and partly to
the effects of new building codes that permit less fire
protection materials for structural steel used in commercial
buildings.

Sales of specialty sealants and coatings, which include
container sealants, coatings and polymers, were up 5.5% compared
with the first quarter of 2002 (up 1.5% before the effect of
currency translation), reflecting growth initiatives in coatings
and closure compounds, particularly in Europe and Asia.

Operating income for the Performance Chemicals segment was $12.1
million, compared with $18.6 million in the prior year quarter.
Operating margin of 5.9% was well below the 2002 first quarter
margin of 9.3%, reflecting higher costs and an unfavorable
regional product mix.

Operating income, although favorably impacted by sales growth in
construction chemicals (outside North America) and sealants and
coatings, was adversely affected by lower sales of building
materials. Other factors causing lower margins were higher costs
of petroleum-based raw materials, transportation fuels and
related operating costs.

Corporate Costs

First quarter corporate costs related to core operations
increased $8.5 million, totaling $18.9 million for the quarter.
The increase is primarily attributable to added costs for
pensions, largely related to negative economic factors impacting
equity markets and interest rates in recent years.

                    CHAPTER 11 PROCEEDINGS

On April 2, 2001 Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

Grace's non-U.S. subsidiaries and certain of its U.S.
subsidiaries were not a part of the Filing. Since the Filing,
all motions necessary to conduct normal business activities have
been approved by the Bankruptcy Court.

The Bankruptcy Court had established a bar date of March 31,
2003 for claims of general unsecured creditors, asbestos
property damage claims and medical monitoring claims related to
asbestos. The bar date did not apply to asbestos-related bodily
injury claims or claims related to Zonolite(R) Attic Insulation,
which will be dealt with separately.

Claims submitted by the bar date are being catalogued and
evaluated. It will likely take several months to assess the
validity of the claims filed and to develop a plan to address
these claims through the bankruptcy process.

                    CASH FLOW AND LIQUIDITY

Grace's cash flow provided by operating activities was $9.4
million for the first quarter of 2003, compared with $6.9
million for the first quarter of 2002. Pre-tax income from core
operations before depreciation and amortization was 32.6% lower
than 2002. This decline was more than offset by working capital
improvements relative to the prior year.

Cash used for investing activities was $18.6 million for the
quarter, primarily for construction of a new catalyst facility
in Lake Charles, Louisiana, and for capital replacements.

At March 31, 2003, Grace had available liquidity in the form of
cash ($275.0 million), net cash value of life insurance ($87.7
million) and unused credit under its debtor-in-possession
facility ($225.4 million). Grace believes that these sources and
amounts of liquidity are sufficient to support its strategic
initiatives and Chapter 11 proceedings for the foreseeable
future.

The term of Grace's $250 million debtor-in-possession credit
facility was extended for up to three years through April 2006.

W. R. Grace & Co.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $215 million.

              NONCORE LIABILITIES AND CONTINGENCIES

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental remediation claims,
tax disputes and other potential obligations), are subject to
compromise under the Chapter 11 process. The Chapter 11
proceedings, including litigation and the claims resolution
process, could result in allowable claims that differ materially
from recorded amounts.

Grace will adjust its estimates of allowable claims as facts
come to light during the Chapter 11 process that justify a
change, and as Chapter 11 proceedings establish court-accepted
measures of Grace's noncore liabilities. See Grace's recent
Securities and Exchange Commission filings for discussion of
noncore liabilities and contingencies.

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


W.R. GRACE: PD Committee Continuing W.D. Hilton's Engagement
------------------------------------------------------------
The PD Committee (in the W.R. Grace & Co., and debtor-
affiliates' bankruptcy proceeding) sought and obtained a Court
order modifying the scope of W.D. Hilton Jr.'s continued
retention.  The PD Committee will require these modified
services related to the Debtors' insurance coverage and policies
for asbestos-related claims. Specifically, the PD Committee
anticipates that Mr. Hilton will consult with the PD Committee
on issues that draw upon Mr. Hilton's extensive experience with
insurance issues in asbestos-related bankruptcy cases.  The PD
Committee anticipates that Mr. Hilton will render additional
consulting services for the PD Committee as needed throughout
these Chapter 11 Cases, including:

    (a) reviewing and analyzing certain strategic issues related
        to asbestos property damage claims and asbestos personal
        injury claims, and the extent of insurance related
        thereto;

    (b) reviewing and analyzing insurance-related and asbestos-
        related applications, operating reports, schedules and
        other materials filed and to be filed with this Court by
        the Debtors or other interested parties in these Chapter
        11 Cases;

    (c) communicating with the Debtors and their professionals
        regarding the insurance-related issues raised in these
        Chapter11 Cases; and

    (d) such other insurance advisory services as may be
        requested by the PD Committee from time to time.

Mr. Hilton has substantial expertise related to asbestos
insurance issues, including, inter alia, asbestos-related
liability and insurance coverage issues and the treatment of
such issues in the context of a Chapter 11 bankruptcy.  Mr.
Hilton is well qualified to serve as the PD Committee's
insurance consultant in that, among other things, Mr. Hilton
has:

    (i) negotiated over:

        (a) $320,000,000 of insurance-related settlements for
            Asbestos Claims Management Corporation; and

        (b) $200,000,000 of insurance-related settlements in the
            Fuller-Austin bankruptcy;

   (ii) managed litigation and mediated insurance-related
        disputes for ACMC and in the Fuller-Austin case; and

  (iii) served as the member and chairperson of multiple
        insolvent insurers.

Mr. Hilton's compensation for the Additional Services will
remain in accordance with the rates and upon the terms and
conditions approved by the Hilton Retention Order.

In addition, Mr. Hilton will bill the Debtors for reimbursement
of all of his reasonable out-of-pocket expenses incurred in
connection with his employment.

Mr. Hilton informs the PD Committee that he (i) does not have or
represent any interest materially adverse to the interests of
the Debtors or their estates, creditors or equity interest
holders, and (ii) is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code. (W.R. Grace
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Ernst & Young LLP Opens Portland, Oregon Office
-------------------------------------------------
Ernst & Young LLP, a leading professional services firm
providing solutions and insight to leaders and emerging growth
companies, has opened a Portland office to better serve Oregon-
based companies. The office is now fully staffed with
professionals offering expertise in the areas of audit, tax and
business risk services, and is part of Ernst & Young's Pacific
Northwest area practice.

"The Oregon market has steadily grown over the past decade, and
while growth for the time being has slowed, we are confident
that it will resume," said Mark Cruzan, the partner who oversees
the Portland office. "While forestry and semiconductor
manufacturing remain part of Oregon's economic foundation, the
state business leaders continue to focus on attracting emerging
growth, biotechnology and other leading businesses to the state.
We intend to be a part of Oregon's next dramatic growth phase."

As the corporate sector has grown, the number of global
accounting firms serving the Portland area has dwindled to only
three in recent years due to mergers or other fates. These
developments have created room in the marketplace for Ernst &
Young to fill a need for Oregon businesses -- offering an
additional choice of service provider.

"With our new Portland office, Ernst & Young has an opportunity
to better serve our existing Oregon clients, as well as provide
the market with an expert resource for business services that
help companies succeed," Cruzan said.

Ernst & Young's decision to reenter the Portland market was made
easier when several former Arthur Andersen healthcare advisory
professionals, already located in Portland, decided to join
Ernst & Young. "Instead of moving this group to Seattle, it made
better business sense to relocate others to Portland to further
our long-term commitment to Oregon," Cruzan said.

Ernst & Young's new offices are in the Benjamin Franklin Plaza
in downtown Portland. The address is One S.W. Columbia Street,
Suite 1050, Portland, Oregon, 97258. The Portland Ernst & Young
office phone number is 503-414-7900.

Ernst & Young, a global leader in professional services,
understands the business issues that are important to senior
executives. With extensive business knowledge and hands-on
industry experience, the global Ernst & Young organization can
implement a broad array of solutions to help companies capture
growth, improve financial performance and manage risk - anywhere
in the world. Its 80,000 people serve as trusted business
advisers in more than 130 countries, offering audit, tax,
corporate finance and transaction services across all industries
to many of today's leading global corporations as well as
emerging growth companies. In addition, legal services are
available in various parts of the world where permitted. A
collection of Ernst & Young's views on a variety of business
issues can be found at http://www.ey.com/thoughtcenter


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 15.0      +0.5
Finova Group          7.5%    due 2009  37.5 - 38.5      +1.5
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   1.0  - 2.0       0.0
Lucent Technologies   6.45%   due 2029  67.0 - 68.0      +1.0
Polaroid Corporation  6.75%   due 2002   6.0 - 7.0        0.0
Terra Industries      10.5%   due 2005  82.0 - 84.0       0.0
Westpoint Stevens     7.875%  due 2005  26.5 - 27.5      +0.5
Xerox Corporation     8.0%    due 2027  78.25 - 80.25    +1.0

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

                          *********

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 ***