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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, May 1, 2003, Vol. 7, No. 85    

                          Headlines

ABRAXAS PETROLEUM: Hires BDO Seidman as Certifying Accountant
ADELPHIA BUSINESS: Proposes Receivable Settlement Procedures
ADELPHIA COMMUNICATIONS: Court Approves Frank Lloyd's Engagement
ADVANCED MEDICAL: S&P Ups Senior Secured Credit Rating to BB-
ADVANTICA RESTAURANT: Shoos-Away Deloitte & Brings-In KPMG LLP

ADVANTICA RESTAURANT: Annual Shareholders Meeting Set for May 29
AFFINITY: S&P Assigns BB- Rating to Planned $175MM Senior Notes
AGWAY INC: Court Clears Goldsmith Agio's Engagement as Advisor
AIR CANADA: Judge Beatty Continues Preliminary Injunction in US
ALLIED WASTE: Arranges New $1.5BB Revolver and $1.2BB Term Loan

ALLIED WASTE: Reports Slightly Weaker Performance for Q1 2003
AMERALIA INC: Extends Short-Term Financing Due Date Until May 31
AMERICAN AIRLINES: Commences Execution of Consensual Agreements
AMERISTAR CASINOS: Posts Improved Operating Results for Q1 2003
AMKOR TECHNOLOGY: 1st Quarter Results Swing Into Positive Zone

BARCLO FINANCE: Fitch Affirms Class D Notes Rating at B-
BEAR STEARNS: Fitch Rates Note Classes H to N at Low-B Levels
BNS CO.: Inks Pact to Sell Rhode Island Property for $20 Million
BPO PROPERTIES: S&P Keeps Watch on BB Global Scale Pref. Rating
BROADWING INC: Will Return Company Name to Cincinnati Bell Inc.

BUDGET GROUP: Pushing for Approval of A&T Cure Amount Settlement
CARAUSTAR INDUSTRIES: Red Ink Flows in First Quarter 2003
CENTENNIAL COMMS: S&P Hatchets Ratings to Lower-B & Junk Levels
CHAMBERS STREET: S&P Puts BB- Class D Note Rating on Watch Neg.
CHIQUITA BRANDS: Annual Shareholders' Meeting Slated for May 22

CITICORP MORTGAGE: Fitch Rates Two Note Classes at Low-B Level
COMDISCO INC: Sues Carraway Methodist for $1MM+ in Damages
COMMSCOPE INC: First Quarter Net Loss Doubled to $3 Million
COMMSCOPE INC: S&P Cuts Corporate & Sub. Debt Ratings to BB/B+
CONSECO FINANCE: Judge Doyle Approves Lease Rejection Procedures

CONSECO INC: Challenging Fleet Bank's $20-Million Claim
CORRECTIONS CORP: Extends Tender Offer for Preferreds to May 13
COVANTA ENERGY: Court Clears Compromise with Pacific Gas, et al.
CRITICAL PATH: March 31 Net Capital Deficit Burgeons to $35 Mil.
DALEEN TECHNOLOGIES: First-Quarter Results Reflect Improvement

DELIA*S CORP: Extends $20-Million Credit Facility for 3 Years
DIRECTV: Gets Court's Nod to Hire Ordinary Course Professionals
DYNEGY INC: First Quarter 2003 Earnings Enter Positive Territory
EATERIES INC: Nasdaq to Delist Shares Effective May 5, 2003
EKNOWLEDGE GROUP: Enters Management Services Pact with Amara

ELDERTRUST: Working Capital Deficit Stands at $14.7MM at Mar. 31
ENRON CORP: ENA Sues The American Coal to Recover $32 Million
FEDERAL-MOGUL: Outlines Overview of Joint Reorganization Plan
FLEMING COMPANIES: Signing-Up Pachulski Stang as Co-Counsel
FRUIT OF THE LOOM: Settles Dispute with Travelers & US Customs

GREAT ATLANTIC: S&P Concerned about Continued Weak Performance
HAYES LEMMERZ: Enters Stipulation with Committee re CERP Program
HOLLINGER: Intends to Complete Retraction of Preference Shares
IMCLONE SYSTEMS: Robert F. Goldhammer Steps Down as Board Chair
INTEGRATED HEALTH: Rotech Wants Final Decree Delayed to Oct. 10

INTERWAVE COMMS: Implements Reverse Split to Keep Nasdaq Listing
ISKCON KRISHNA: Seeking Claimants in Chapter 11 Reorganization
JLG INDUSTRIES: S&P Rates Proposed $125MM Senior Notes at BB-
LASERSIGHT TECH.: Commences OTCBB Trading Effective April 30
LEAP WIRELESS: Look for Schedules and Statements by May 27, 2003

LINDSEY MORDEN: Near-Term Liquidity Management Concerns S&P
LTV CORP: Court Approves Craig A. Burman to Perform Tax Work
MAGELLAN HEALTH: Asks Court to Confirm Vendors' Admin. Status
MOTIENT: Signs-Up Ehrenkrantz Sterling to Replce PwC as Auditors
NATIONAL CENTURY: Asks Court to Clear Mobile Medical Settlement

OWENS CORNING: Wants Approval for World HQ Restructuring Plans
OXFORD INDUSTRIES: S&P Rates Proposed $175MM Senior Notes at B
PAC-WEST: S&P Yanks Rating Down to 'D' After Cash Tender Offer
PAC-WEST TELECOMM: Appoints Tom Munro to Board of Directors
PACIFIC GAS: Expects to Refund $1 Billion in Generator Claims

PACIFIC GAS: Court to Continue Status Conference on June 16
PACIFIC MAGTRON: Nasdaq Knocks-Off Shares Effective April 30
PEACE ARCH: February-Quarter Results Reflect Strong Growth
PENN NAT'L GAMING: Sets Annual Shareholders Meeting for May 22
PERLE SYSTEMS: Feb. 28 Balance Sheet Upside-Down by $4 Million

PHYLOS INC: Case Summary & 20 Largest Unsecured Creditors
POLAROID CORP: Examiner Gets Blessing to Hire Proskauer Rose LLP
PREMCOR INC: Reports Improved First-Quarter 2003 Results
SHELBOURNE PROPERTIES: Sells Century Park for about $30 Million
SPIEGEL INC: Committee Adopts Trading Protocol to Preserve NOLs

STELCO: S&P Keeps Watch on Low-B Ratings on Weakened Financials
THORNBURG MORTGAGE: S&P Assigns Low-B Ratings; Outlook is Stable
TRANSPORTADORA: Fitch Downgrades Foreign Currency Rating to DD
UNITED AIRLINES: Flight Attendants Ratify Labor Concessions
UNITED AIRLINES: Request to Move Retired Pilots' Bar Date Nixed

UNUMPROVIDENT: S&P Cuts Ratings on Related Deals to Low-B Levels
UNUMPROVIDENT: Fitch Places BB+ Preferred Rating on Watch Neg.
U.S. STEEL: Narrows First-Quarter 2003 Net Loss to $38 Million
VENTAS INC: March 31 Net Capital Deficit Narrows to $43 Million
WABASH NATIONAL: March 31 Working Capital Deficit Tops $205 Mil.

WADE COOK: Trustee Hires Romero Montague as Special Counsel
WALTER INDUSTRIES: First Quarter Results Meets Guidance Range
WELLS FARGO: Fitch Rates P-T Certs. Class B-4 and B-5 at BB/B
WORLDCOM INC: Wants Nod for Pacific Bell Settlement Agreement
XCEL ENERGY: Reports Strong Utility Results for First Quarter

* DebtTraders' Real-Time Bond Pricing

                          *********

ABRAXAS PETROLEUM: Hires BDO Seidman as Certifying Accountant
-------------------------------------------------------------
On April 22, 2003, the Board of Directors of Abraxas Petroleum
Corporation , engaged the accounting firm of BDO Seidman LLP, as
the Company's certifying accountant for the year ending
December 31, 2003. The decision to approve the dismissal of
Deloitte & Touche LLP and engagement of BDO Seidman LLP was
approved by the Audit Committee of the Board of Directors and
the Board of Directors of the Company. Deloitte & Touche LLP was
notified of their dismissal on April 22, 2003.

                             *   *   *

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.


ADELPHIA BUSINESS: Proposes Receivable Settlement Procedures
------------------------------------------------------------
Adelphia Business Solutions, Inc., and debtor-affiliates are
currently owed outstanding accounts receivable totaling
$17,950,000 that are 30 to 180 days past due, or are owed by
companies that have filed petitions for relief under Chapters 7
or 11 of the Bankruptcy Code.

By this motion, the Debtors seek authorization under Sections
105(a) and 363(b) of the Bankruptcy Code, and Rule 9019 of the
Federal Rules of Bankruptcy Procedure to collect and settle
these Outstanding Receivables, pursuant to certain procedures.

According to Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP,
in New York, the Debtors will collect and settle the Outstanding
Receivables in a manner substantially consistent with their
prepetition collection practices and without the need for
obtaining further Court approval of collections and settlements
on a case-by-case basis.  In negotiating and achieving these
collections and settlements, the Debtors will be guided by
several factors, including the likelihood of the Debtors
collecting the past due receivables and the estimated costs that
would be incurred in litigating or otherwise resolving these
collections.  Granting the authority requested would enable the
Debtors to efficiently and economically collect the Outstanding
Receivables and settle creditors' counterclaims, thereby
improving collections with respect to these Outstanding
Receivables.

Prior to the Petition Date, in the ordinary course of their
businesses, Ms. Liu relates that the Debtors' management team,
with the assistance of in-house and outside counsel
investigated, evaluated and attempted to resolve outstanding
accounts receivable.  Depending on the specific facts and the
risks involved in engaging in litigation with respect to
collections, the Debtors, in the exercise of their business
judgment, would make appropriate offers to compromise the
collection of these receivables, to expedite the overall
collection process.

The Debtors desire to pursue the collection of the Outstanding
Receivables for the benefit of their estate and creditors.  In
many cases, Ms. Liu believes that engaging in litigation over
disputed receivables will require the Debtors to expend
significant funds.  When the Debtors, consistent with their
prepetition business practices, evaluate the probabilities of
success in collecting the Outstanding Receivables against the
potential cost of litigating the collection of these receivables
-- especially considering the aging of certain of these
receivables -- they have often determined, in the exercise of
their reasonable and sound business judgment, that a compromise
and settlement of the amount otherwise due is appropriate.

Ms. Liu is concerned that the Debtors would be required to seek
specific Court approval for each individual compromise and
settlement in respect of an Outstanding Receivable.  Given the
aggregate amount of the Outstanding Receivables, the prospect of
holding individual hearings, filing individual pleadings, and
sending notice of each proposed settlement to every one of the
numerous creditors and interested parties entitled to receive
notice in these cases would be an expensive, cumbersome and
highly inefficient way to resolve the collection of the
Outstanding Receivables.

Accordingly, the Debtors propose to implement certain guidelines
and procedures with respect to the collection of Outstanding
Receivables, and any related compromises and settlements of
disputes.  Ms. Liu believes that it would be far more efficient
and cost effective for the Debtors' estates and creditors if the
Debtors were authorized to collect and settle the Outstanding
Receivables under the terms and conditions proposed.  If the
Debtors are so authorized, their estates will be spared the
expense, delay and uncertainty that otherwise would be
associated with collecting and resolving these Outstanding
Receivables, while preserving an oversight function for key
parties-in-interest.

Ms. Liu reports that the Debtors have historically written off
an account after the account has been disconnected and the
Debtors have exhausted all reasonable collection efforts.  
Typically, an Outstanding Receivable is 90 days past due at the
time the Debtors proceed to write off an account.  Once an
account has been written off, the account is sent to a
collection agency for recovery.

As of April 2, 2003, the Debtors have 11,000 Outstanding
Receivables on their billing accounts and an additional 1,276 of
Outstanding Receivables that have been previously forwarded to a
collection agency.  The Outstanding Receivables that are owed to
the Debtors range in amount anywhere from $100 to $110,000.
Historically, the Debtors have succeeded in settling 40% of the
accounts that would be considered Outstanding Receivables.
Generally, collection agency fees were in the range of 20% to
30% of the amounts recovered.

The Debtors will collect, compromise, and settle the Outstanding
Receivables in accordance with these settlement procedures:

  A. If the Settlement Difference is less than $50,000, the
     Debtors will be authorized to settle the account receivable
     without prior approval of the Court or any other party-in-
     interest.

  B. If the Settlement Difference is greater than or equal to
     $50,000, but less than $100,000:

     -- the Debtors will provide a summary of the terms of a
        proposed settlement to:

          (i) the U.S. Trustee;

         (ii) the attorneys for the postpetition lenders;

        (iii) the attorneys for the statutory committee of
              unsecured creditors; and

         (iv) the attorneys for the ad hoc committee of 12-1/4%
              bondholders.

     -- A Settlement Summary should set forth:

          (i) the Settlement Amount;

         (ii) the name of the parties to the settlement;

        (iii) a summary of the dispute, including a statement of
              the Debtors' Amount and the basis for the
              controversy;

         (iv) an explanation why the settlement of the
              Outstanding Receivable is favorable to the
              Debtors, their estates, and its creditors; and

          (v) a copy of any proposed settlement agreement.

     -- If any of the Notification Parties object within 10 days
        after the date of transmittal of the Settlement Summary,
        the Debtors, in their sole discretion, may:

          (i) seek to renegotiate the proposed settlement and
              may submit a revised Settlement Summary; or

         (ii) file a motion with the Court pursuant to
              Bankruptcy Rule 9019 requesting approval of the
              proposed compromise and settlement.

     -- In the absence of an objection to a proposed settlement
        by the Notification Parties, the Debtors will be deemed
        authorized, without further Court order, to enter into
        an agreement to settle the Outstanding Receivable at
        issue, as provided in the Settlement Summary.

  C. If the Settlement Difference is greater than or equal to
     $100,000, the Debtors will file a Rule 9019 Motion.

  D. The Debtors will be required to file a motion with the
     Court requesting approval of a compromise and settlement
     pursuant to Bankruptcy Rule 9019 for compromise or
     settlement of any Outstanding Receivable owed to the
     Debtors by:

       (i) an insider, as defined in Section 101(31) of the
           Bankruptcy Code;

      (ii) Adelphia Communications Corporation; or

     (iii) any member of the Rigas family.

Ms. Liu assures the Court that the Debtors will continue to
exercise their reasonable business judgment in negotiating
compromises and settlements in respect of the collection of the
Outstanding Receivables, and will continue to be guided by the
factors established by relevant case law regarding the
reasonableness of these settlements.  Relying on the guiding
language of Protective Comm. for Indep. Stockholders of TMT
Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968),
courts in this circuit have set forth these factors regarding
the reasonableness of settlements:

    (1) the probability of success in the litigation;

    (2) the difficulties associated with collection;

    (3) the complexity of the litigation, and the attendant
        expense, inconvenience, and delay; and

    (4) the paramount interests of the creditors.

Basic to the process of evaluating proposed settlements is "the
need to compare the terms of the compromise with the likely
rewards of litigation."  TMT Trailer, 390 U.S. at 425.  In
determining whether to approve a proposed settlement, however, a
bankruptcy court need not decide the numerous issues of law and
fact raised by the settlement, but rather should "canvass the
issues and see whether the settlement fall[s] below the lowest
point in the range of reasonableness."  In re W.T. Grant Co.,
699 F.2d 599, 608 (2d Cir. 1983); see Purofied Down Prods., 150
B.R. at 522 ("the court need not conduct a 'mini-trial' to
determine the merits of the underlying litigation").

With respect to the collection of the Outstanding Receivables,
Ms. Liu states that the Debtors will focus on the merits of any
counterclaims advanced by the account debtor, the risk to the
Debtors if these disputes were to proceed to trial, and the
expense the Debtors would likely incur in connection with
prosecuting the collection of the Outstanding Receivables.  The
Debtors are confident that any compromise reached in regard to
the collection of an Outstanding Receivable will clearly meet
the standards set forth in TMT Trailer.

Section 105(a) of the Bankruptcy Code provides that "[t]he court
may issue any order ... that is necessary or appropriate to
carry out the provisions of this title."  Providing the Debtors
with the authority to efficiently and economically settle the
Outstanding Receivables is clearly beneficial to the Debtors'
estates and creditors, and will assist the Debtors in their
reorganization efforts.  Bankruptcy Rule 9019(b) provides that
the Court may authorize the Debtors to settle certain
controversies without requiring separate notice and a hearing
with respect to each separate controversy.  Other courts have
authorized debtors in possession in other large chapter 11 cases
to compromise and settle claims against the debtors' estate in
accordance with court approved settlement procedures similar in
nature to the procedures proposed for the collection of the
Outstanding Receivables.  See In re AI Realty Marketing of New
York, et al., 01-40252 through 01-40290 (AJG) (Bankr. S.D.N.Y.);
In re R.H. Macy Co., 92-B-40477 (Bankr. S.D.N.Y.); In re Best
Products Co., Inc., et al., 91-B-10048 (TLB) (Bankr. S.D.N.Y.);
In re Hooker Investments, Inc., et al., 89-11986 (Bankr.
S.D.N.Y.); In re WorldCom Co., 02-13533 (AJG) (Bankr. S.D.N.Y.).
Ms. Liu contends that the settlement procedures proposed serve a
function similar to those approved to settle claims against the
Debtors' estate in that they allow for an efficient collection
and resolution of numerous Outstanding Receivables that will be
beneficial to the Debtors' estates and creditors and contribute
to the reorganization efforts. (Adelphia Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMUNICATIONS: Court Approves Frank Lloyd's Engagement
----------------------------------------------------------------
Adelphia Communications and its debtor-affiliates obtained
permission from the Court to employ Mr. Lloyd to continue to
assist them and their counsel, Boies Schiller & Flexner LLP, as
a cable television industry consultant and expert witness in
connection with, among other things, the Adversary Proceeding.

                         Backgrounder

On January 9, 2003, the Official Committee of Equity Security
Holders in the Chapter 11 cases of Adelphia Communications and
its debtor-affiliates commenced an adversary proceeding by
filing a motion to obtain an order compelling a meeting of the
ACOM Debtors' shareholders.  On February 7, 2003, the Court
entered a scheduling order in respect of the Adversary
Proceeding, which required the Debtors to designate expert
witnesses whom the ACOM Debtors intend to call on their behalf
at the hearing on the Equity Committee Motion.  After an
extensive search, on February 13, 2003, the ACOM Debtors
identified and retained Frank W. Lloyd, Esq., as a cable
television industry expert to assist in the ACOM Debtors'
defense of the Adversary Proceeding.  On February 19, 2003, and
in accordance with the Scheduling Order, the ACOM Debtors filed
a Preliminary Designation of Expert designating Mr. Lloyd an
expert witness to testify concerning:

    -- regulation of the cable industry;

    -- relationships between cable providers and local franchise
       authorities;

    -- regulatory oversight by the Federal Communications
       Commission and local franchise authorities;

    -- the ACOM Debtors' franchise agreements; and

    -- the potential adverse effects on the ACOM Debtors'
       franchise agreement if the relief sought in the Equity
       Committee Motion were granted.

On February 24, 2003, Mr. Lloyd filed an Expert Report opining
on the federal and local regulatory review that the ACOM Debtors
likely would have to undergo were the Court to grant the relief
sought in the Equity Committee Motion.

Frank Lloyd will advise the Debtors and Boies Schiller with
respect to the nuances of national, state and local regulation
of the cable television industry and to provide expert testimony
in these cases and the Adversary Proceeding.

To the extent that Mr. Lloyd provides advisory services to Boies
Schiller in connection with litigation matters, Mr. Lloyd's work
will be performed at the sole direction of Boies Schiller and
will be solely and exclusively for the purpose of assisting
Boies Schiller in its representation of the Debtors.  

Mr. Lloyd will be compensated at an hourly rate of $475.
(Adelphia Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADVANCED MEDICAL: S&P Ups Senior Secured Credit Rating to BB-
-------------------------------------------------------------
Fitch Ratings has upgraded Advanced Medical Optics Inc.'s senior
secured credit rating to 'BB-' from 'B+' and the company's
senior subordinated rating to 'B' from 'B-'. The ratings apply
to approximately $250 million of bank debt and securities. The
Rating Outlook is Stable. The ratings are provided by Fitch as a
service to users of its ratings and are based on public
information.

The new ratings recognize the successful efforts of Advanced
Medical Optics to reduce leverage and to expedite the transition
of the company to an independent entity, since the spin-out from
Allergan on June 29, 2002. From the time of the spin-out, the
company, using proceeds from debt issuances and excess cash
flow, met the financial commitments to Allergan ($275 million),
increased capital expenditures, and reduced the amount under the
senior unsecured credit facilities by $50 million through the
first quarter 2003. The company used expanded capital
expenditures in 2002 to build research and development capacity
in order to transition from the existing service contract with
Allergan. Fitch anticipates the higher level of capital
expenditures to continue in the intermediate term with the
majority to be devoted to increasing research and development
capacity and to building manufacturing capacity currently
outsourced to Allergan. Fitch will continue to monitor the
progress of the company in achieving complete independence from
the Allergan service agreements, and the operational
effectiveness of the company as an independent entity. At
December 31, 2002, leverage (total debt-to-EBITDA ) was 3.3
times and annualized interest coverage (EBITDA-to-interest) was
3.1x.

Additional support for the ratings upgrade are the strong year-
end 2002 operating cash flow due in part to working capital
improvements, and better-than-expected operational performance
through the first quarter of 2003 despite a modest growth
cataract surgery market and a commodity-like contact lens care
market.

The ratings also reflect Advanced Medical Optics's high
leverage, the continued challenge of achieving top-line revenue
growth from moderate growth end-markets, and a concentration of
company revenues from intra-ocular lens and multi-purpose
contact lens solutions.

Advanced Medical Optics is a leading competitor in intra-ocular
lens (IOLs) used for cataract treatment, which represented
approximately 34% of total company revenues in 2002. Revenues
from the Complete brand multi-purpose solutions represented
approximately 20% of total revenues in 2002, yet are anticipated
to be bolstered by more focused U.S salesforce efforts. Future
revenue growth is also expected to be achieved through the
development of next generation IOLs and improvements in
minimally invasive eye care surgical products. Fitch anticipates
that AMO will continue to extend the contact lens care and
ophthalmic surgical product offerings through an active R&D
program with particular emphasis placed on the surgical product
line.


ADVANTICA RESTAURANT: Shoos-Away Deloitte & Brings-In KPMG LLP
--------------------------------------------------------------
On April 22, 2003, Denny's Corporation (formerly known as
Advantica Restaurant) notified Deloitte & Touche LLP that it
would not be retained by the Company to perform the audit of the
financial statements of the Company for the fiscal year ending
December 31, 2003. Deloitte & Touche LLP had served as the
Company's principal independent accountants since 1986. The
decision not to retain Deloitte & Touche LLP was made by the
Audit Committee of the Board of Directors of the Company and,
upon recommendation by that committee, was approved by the full
Board of Directors.

The audit reports of Deloitte & Touche LLP on the financial
statements of the Company for the fiscal years ended
December 25, 2002 and December 26, 2001 contained an explanatory
paragraph relating to the change in method of accounting for
intangible assets in 2002 to conform to Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets".

On April 22, 2003, the Company engaged the accounting firm of
KPMG LLP as independent accountants to audit the Company's
financial statements for the fiscal year ending December 31,
2003. The decision to engage KPMG LLP was made by the Audit
Committee of the Board of Directors of Denny's Corporation, and,
upon recommendation by that committee, was approved by the full
Board of Directors.

At December 25, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $280 million.


ADVANTICA RESTAURANT: Annual Shareholders Meeting Set for May 29
----------------------------------------------------------------
The Annual Meeting of Stockholders of Denny's Corporation will
be held at The Ritz-Carlton, Buckhead, 3434 Peachtree Road,
Atlanta, Georgia on Thursday, May 29, 2003 at 9:00 a.m. for the
following purposes:

1. To elect eight (8) directors.  

2. To consider and vote upon a proposal to ratify the selection
    of KPMG LLP as the principal independent auditors of Denny's
    Corporation and its subsidiaries for the year 2003.

3. To consider and vote upon a proposal to approve Denny's
    2003 Incentive Program for employees.

4. To transact such other business as may properly come before
    the meeting.

Only holders of record of Denny's Corporation common stock  at
the close of business on April 2, 2003 will be entitled to
notice of, and to vote at, this meeting.

Denny's is America's largest full-service family restaurant
chain, operating directly and through franchisees approximately
1,700 Denny's restaurants in the United States, Canada, Costa
Rica, Guam, Mexico, New Zealand and Puerto Rico.

At December 25, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $280 million.


AFFINITY: S&P Assigns BB- Rating to Planned $175MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Affinity Group Inc.'s proposed $175 million senior secured
credit facilities. Proceeds are expected to be used to refinance
existing debt, fund a one-time dividend payment, and for general
corporate uses. Future dividend payments will be subjected to a
restricted payment test.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company. Englewood, Colo.-based Affinity
had total debt of $223 million outstanding on Dec. 31, 2002. The
outlook is negative.
     
The ratings reflect the company's somewhat high debt leverage;
softening membership enrollment at recreational vehicle resort
and golf discount clubs; pressure on operating trends due to a
weak economy and consumer confidence. These factors are balanced
by Affinity's good competitive position in the RV and direct
publishing niche and its growing retail operations.

Affinity is a direct marketing company that sells products and
services to its membership base of RV owners.  The company has
gradually increased its presence in the RV accessory retail
market. Revenues from retail operations now comprise more than
half of total revenues. "Although this is a logical extension of
the company's business model, expansion has increased overall
financial risk due to rising capital expenditure and working
capital requirements," said Standard & Poor's credit analyst
Andy Liu.
     
Overall margins are being reduced by a change in mix towards
retail and lower enrollment in the company's Coast-to-Coast and
Golf Card membership clubs. Retail margins are much thinner than
those of membership-based activities. Affinity's cash flow and
margins remain vulnerable to softening trends across all
businesses, a situation that could be exacerbated by a prolonged
economic downturn and uncertainty related to consumer confidence
and travel patterns.  


AGWAY INC: Court Clears Goldsmith Agio's Engagement as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
gave its nod of approval to Agway, Inc., and its debtor-
affiliates and the company's Official Committee of Unsecured
Creditors' joint motion to employ Goldsmith, Agio, Hels &
Lynner, LLC as their Financial Advisor and Exclusive Agent.

Goldsmith Agio is one of the nation's preeminent investment
banking firms, focusing on public and private middle-market
businesses in mergers, acquisitions, divestitures, joint
ventures, and recapitalizations, the Debtors and the Committee
tell the Court.

The engagement of Goldsmith Agio will be conducted in two
distinct phases.  Phase I of Goldsmith Agio's engagement is
contemplated to be completed over a 60-day period, during which
it would provide to Agway and the Creditors' Committee financial
advisory and other services, including:

     a) Familiarizing itself with the Company;

     b) Developing an independent assessment of the fair market
        value of each of the Businesses and delivering such
        assessment in a written report to Agway and the
        Creditors' Committee;

     c) Assisting Agway and the Creditors' Committee in
        preparation of memoranda describing the Businesses and
        other analyses and data as may be reasonably requested;

     d) If requested by Agway and the Creditors' Committee,
        developing a list of potential buyers of one or more of
        the Businesses whom Goldsmith Agio believes in good
        faith to be financially qualified and potentially
        interested in participating in the sale of a Business;

     e) Advising Agway and the Creditors' Committee as to the
        strategy for the sale of each of the Businesses as a
        plan of reorganization is formulated.

Upon the conclusion of Phase I, Goldsmith Agio's engagement will
be suspended until such time as Agway and the Creditors'
Committee notify Goldsmith Agio to commence Phase II for any or
all of the Businesses. The services to be provided by Goldsmith
Agio during Phase II contemplate that Goldsmith Agio would act
as the exclusive agent to assist Agway and the Creditors'
Committee with a possible merger, sale of assets or stock or any
similar transaction related to one or more of the Businesses,
and may include:

     a) Familiarizing itself with the Businesses, their
        operations, physical assets, financial conditions and
        prospects;

     b) Contacting potential buyers of one or more of the
        Businesses on behalf of Agway and the Creditors'
        Committee and, as appropriate, arranging and
        orchestrating meetings between such potential buyers and
        Agway;

     c) Presenting to Agway and the Creditors' Committee all
        proposals from potential buyers and making
        recommendations as to Agway's appropriate negotiating
        strategy and course of conduct;

     d) Analyzing, structuring, negotiating and effectuating the
        sale, exchange, or other disposition of all or a
        material portion of any or all of the Businesses, if
        any, whether accomplished by a sale of assets or stock.

Goldsmith Agio will be paid:

     a) a one-time $175,000 non-offsetting fee;

     b) during Phase I, Agway will pay Goldsmith Agio a monthly
        advisory fee of $20,000 per month for each of the four
        Businesses;

     c) during Phase II of the engagement, Agway will pay
        Goldsmith Agio a monthly advisory fee of $20,000 per
        month for any of the four Businesses as to which Agway
        and the Creditors' Committee may elect to pursue a
        Transaction.

     d) an Accomplishment Fee equal to:

        -- 3.0% of the first $50 million of the total
           consideration in connection with a Transaction;

        -- 2.5% on Total Consideration from $50 to $100 million;

        -- 1.25% on Total Consideration from $100 million to
           $200 million; and

        -- 1.0% on Total Consideration above $200 million.

Agway, Inc., is an agricultural co-op that sells feeds, seeds,
fertilizers, and other farm supplies to members and other
growers.  The Company filed for chapter 11 protection on October
1, 2002 (Bankr. N.D. N.Y. Case No. 02-65872).  Menter, Rudin &
Trivelpiece, P.C., represents the Debtors in their restructuring
efforts.  As of June 30, 2003, the Debtors listed $1,574,360,000
in total assets and $1,510,258,000 in total debts.


AIR CANADA: Judge Beatty Continues Preliminary Injunction in US
---------------------------------------------------------------
Air Canada provided the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act.

          Continuation of the Preliminary Injunction
                    in the United States

Judge Beatty of the United States Bankruptcy Court for the
Southern District of New York continued the preliminary
injunction in place since April 1, 2003, pursuant to Section 304
of the U.S. Bankruptcy Code. The next hearing in respect to this
matter is scheduled for July 8, 2003.

                 CIBC Agreement on Aerogold
             and Additional Financing Commitment

Air Canada received Monday an unsolicited and non-binding
expression of interest for a credit card agreement with
Aeroplan. Tuesday in court, the scheduled hearing to seek
approval of the CIBC Aerogold agreement was adjourned until
today pending the Monitor's review of the proposal.

                  Negotiations with Labor

Discussions began yesterday, between Air Canada, the Court-
appointed Monitor and Union leaders respecting labor cost
realignment including as to immediate interim measures.
Discussions with Air Canada Jazz unions will commence May 6,
2003.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at about 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for  
real-time bond pricing.


ALLIED WASTE: Arranges New $1.5BB Revolver and $1.2BB Term Loan
---------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) has completed the
refinancing and funding of its credit facility. The new credit
facility includes a $1.5 billion revolver and a $1.2 billion
term loan. The revolver is priced at LIBOR plus 300 basis points
and the term loan is priced at LIBOR plus 325 basis points, both
with grid-based pricing improvements based on decreases in the
company's leverage ratio.

The refinancing of the existing credit facility was the final
piece of the multifaceted financing plan announced on March 27,
2003 which included the issuance of $450 million of senior
notes, $345 million of mandatory convertible preferred stock,
$100 million of common stock and $150 million of accounts
receivable securitization.

Additional terms of the new credit facility include the
following:

-- Maturities -- Maturity of the revolver was extended from 2005
   to 2008 and the new term loan has extended amounts maturing
   in 2004 through 2007 to 2010, decreasing maturities over the
   next five years by over $2 billion.

-- Liquidity -- Revolver capacity was increased from $1.3
   billion to $1.5 billion and a $200 million institutional
   letter of credit facility was added, increasing available
   liquidity for the company by approximately $400 million.

-- Covenants -- Financial covenants are consistent with those in
   the previous credit facility and include an Interest Coverage
   Covenant (EBITDA/Interest) and a Leverage Covenant
   (Debt/EBITDA*).

-- The company has the ability to pay up to $75 million of cash
   dividends on the Series A Preferred Stock if the Leverage
   Ratio remains in excess of 4.0 to 1.0 after July 30, 2004.
   This mitigates the risk of a potential increase in the
   dividend rate if dividends are not paid in cash.

-- The company has the ability to establish an incremental term    
   loan in an amount up to $250 million and an additional
   institutional letter of credit facility in an amount up to
   $500 million to further enhance its liquidity. The company
   currently has no plans or need to utilize this backup
   capacity.

-- The company has increased flexibility to accelerate certain
   bond maturities with free cash flow should it be financially
   attractive to do so.

"We are pleased with the successful completion of the
refinancing of the credit facility, which was the final piece of
a multifaceted financing plan," said Tom Ryan, Executive Vice
President and CFO of Allied Waste. "With the improvements in
debt maturities, liquidity, and covenants, and given the strong,
supportable cash flow of this business, we have addressed
substantial aspects of the perceived leverage risk at Allied
Waste."

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States. As of March 31, 2003, the Company operated 340
collection companies, 174 transfer stations, 171 active
landfills and 67 recycling facilities in 39 states.

As previously reported, Allied Waste Industries, Inc.'s $450
million of senior notes due 2013 at 7-7/8% have been rated BB-,
Ba3 and BB- by Standard & Poor's, Moody's and Fitch,
respectively.


ALLIED WASTE: Reports Slightly Weaker Performance for Q1 2003
-------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) reported financial
results for the first quarter ended March 31, 2003. Allied Waste
highlighted the following information from its reported
financial results:

   -- Revenues for the first quarter were $1.309 billion;

   -- Operating income for the first quarter was $250 million;

   -- EBITDA was $382 million for the first quarter;

   -- Cash flow from operations was $163 million for the first
      quarter;

   -- Free cash flow* was $81 million for the first quarter; and

   -- Debt was reduced by $158 million in the first quarter to
      $8.724 billion from the application of free cash flow and
      reduction in balance sheet cash.

Revenues were $1.309 billion for the first quarter 2003,
compared to $1.316 billion for the first quarter 2002.  
Operating income for the first quarter 2003 was $250 million,
compared to $284 million for the first quarter 2002.  Net income
before cumulative effect of change in accounting principle
for SFAS 143 was $0.07 per share in the first quarter of 2003
(including the ($0.02) per share dilutive impact for the
adoption of SFAS 143) compared to $0.17 per share in the first
quarter of 2002.  For the first quarter ended March 31, 2003,
EBITDA was $382 million compared to EBITDA of $404 million
in the first quarter of 2002.

Cash flow from operations in the first quarter 2003 was $163
million, compared to $324 million in the first quarter 2002.  
During the first quarter 2003, free cash flow was $81 million
and debt was reduced by $158 million to $8.724 billion at
March 31, 2003.  Free cash flow* is defined as EBITDA plus other
non-cash items, less cash interest, cash taxes, capping,
closure, post-closure and environmental expenditures, capital
expenditures (other than for acquisitions) and changes in
working capital.  In addition, balance sheet cash decreased $96
million during the first quarter to $85 million, resulting in a
quarter-end debt balance, net of cash, of $8.640 billion.

"Operating conditions during the first quarter were challenging
due to the broad-based severe weather conditions and the
increase in fuel costs," said Tom Van Weelden, Chairman and CEO
of Allied Waste.  "However, we have completed our previously
announced reduction in workforce and are in the process of
implementing our price increase program.  With the successful
execution of these actions, coupled with the improvement in
operational results that we saw in March and the first part of
April, I remain confident in the ability to achieve our goals
for 2003."

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States. As of March 31, 2003, the Company operated 340
collection companies, 174 transfer stations, 171 active
landfills and 67 recycling facilities in 39 states.


AMERALIA INC: Extends Short-Term Financing Due Date Until May 31
----------------------------------------------------------------
On February 20, 2003, AmerAlia, Inc., through its indirect,
wholly-owned subsidiary, Natural Soda, Inc. (formerly named
"Natural Soda AALA, Inc."), purchased the assets of White River
Nahcolite Minerals Ltd. Liability Co., and certain related
contracts held by IMC Chemicals Inc., with short-term financing
provided by funds associated with The Sentient Group of Grand
Cayman. Natural Soda, Inc., is owned by Natural Soda Holdings,
Inc. AmerAlia owns 100% of the outstanding stock of Natural Soda
Holdings, Inc.  WRNM is an indirect, wholly-owned subsidiary of
IMC Global, Inc.  IMC Chemicals is a subsidiary of IMC.

The original terms of the short-term financing required
repayment on March 24, 2003, subsequently extended until
April 17, 2003. Certain of the conditions precedent have not
been met and the parties have agreed to extend the due date of
the short-term financing until May 31, 2003.

AmerAlia, through subsidiary Natural Soda, Inc., is developing a
sodium bicarbonate deposit on 1,320 acres of federal land in
Colorado's Piceance Creek Basin. The land, leased through 2011,
is estimated to contain about 300 million tons of the mineral
per square mile. AmerAlia has made a bid to acquire White River
Nahcolite Minerals, which holds an adjoining lease covering more
than 8,000 acres. Sodium bicarbonate (baking soda) is used in
animal feed, food, and pharmaceuticals. Its production
byproducts (soda ash and caustic soda) are used to make glass,
detergents, and chemicals. At December 31, 2002, the Company's
balance sheet shows a working capital deficit of about $15.6
million.


AMERICAN AIRLINES: Commences Execution of Consensual Agreements
---------------------------------------------------------------
American Airlines began implementing the major parts of the
consensual agreements signed last week by all of its unions.

"We're continuing to move forward with our plan to reduce annual
operating costs by $4 billion," said Gerard Arpey, American's
chief executive officer. "The changes to pay, benefits and work
rules brought about by the sacrifices of all employees are
vitally important components of our efforts to return to
financial stability.

"The most difficult part of the changes necessary to keep
American out of certain bankruptcy is the significant personal
impact on so many of our employees," he said.

Effective May 1, all domestic American Airlines employees will
take pay cuts, and the carrier will begin implementing other
aspects of its $1.8 billion in employee cost savings.

As previously announced, American anticipates more than 7,000
positions to be eliminated as a direct result of the new
contracts. This estimate includes 2,200 pilots; 1,300 mechanics
and related workers; 1,200 fleet service clerks and 2,400 flight
attendants. Changes to certain voluntary leave programs mean
that the actual number of employees to leave American could be
greater than 7,000.

American notified the Association of Professional Flight
Attendants this morning that notices will be issued to
approximately 5,000 of its most junior flight attendants across
the country that they may be subject to furlough effective
July 1.

Of that number, approximately 2,200 are related to the potential
return to work of flight attendants who are currently on an
overage leave of absence. Under the old contract, overage leaves
carried full benefits, which is not the case under the amended
contract. American will offer new overage leaves to flight
attendants, which do not provide insurance or certain other
benefits, in order to reduce the number of furloughs. The
remaining overage is related to productivity improvements under
the amended contract and previously announced schedule
reductions.

"These are difficult times for our employees," said Jane Allen,
vice president-Flight Service for American. "We appreciate each
and every one of our flight attendants and regret the impact
that these changes will have on our people."

Flights into and out of St. Louis, where approximately 40
percent of the flight attendant furloughs will take place, will
not be impacted. "Our summer schedule in St. Louis will remain
consistent with projections," David Cush, American's vice
president-St. Louis hub, said.

Furlough notices to 1,300 mechanics and related workers
represented by the Transport Workers Union will also be sent on
Wednesday, with an effective date of May 16. Notices to 1,200
fleet service clerks will go out during the next several weeks,
with an effective date of June 14.

American, which has been meeting with the Allied Pilots
Association on contract implementation, said the first pilot
furloughs will occur in July, with notices sent on June 1. The
number of pilots immediately affected is still being determined.

On May 1, pay, benefit and work rule changes -- just as critical
and appreciated as those among unionized employees -- will occur
among the airline's agents, representatives, planners, support
staff and management employees as well. As recently as April 17,
American reduced its management and support staff positions by a
further 5 percent.


AMERISTAR CASINOS: Posts Improved Operating Results for Q1 2003
---------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) announced operating
results for the first quarter of 2003.

First quarter 2003 highlights:

* Record net revenues of $188.5 million for the quarter ended
  March 31, 2003, an increase of $25.7 million, or 15.8%, over
  the first quarter of 2002.

* Operating income of $35.0 million for the first quarter of
  2003, representing a decrease of $0.4 million, or 1.1%, as
  compared to the same quarter last year.

* Record EBITDA (defined below) of $50.0 million during the
  three months ended March 31, 2003, compared to $45.5 million
  for the first quarter of 2002, representing an increase of
  $4.5 million, or 9.9%.

* Net income of $11.7 million for the first quarter of 2003,
  down $3.7 million, or 24.0%, as compared to the first quarter  
  of 2002.

* Diluted earnings per share of $0.44 for the first quarter of
  2003 compared to $0.57 for the first quarter of 2002.
  Analysts' consensus estimate for the first quarter of 2003, as
  reported by Thomson First Call, was $0.35.

The growth in revenues in the first quarter of 2003 compared to
the prior-year quarter was driven primarily by increased
revenues at the new Ameristar St. Charles facility, which opened
August 6, 2002. First quarter 2003 consolidated operating income
decreased by $0.4 million from the first quarter of 2002.
Operating income at Ameristar St. Charles improved by $3.2
million, despite a $4.5 million increase in depreciation expense
associated with the new facility. Consolidated operating income
was negatively impacted by a $2.1 million increase in health
insurance expense and a $4.9 million increase in depreciation
expense largely as a result of the opening of the new St.
Charles facility and slot equipment purchased at all of our
properties since the second quarter of 2002. We believe
construction disruption at Ameristar Kansas City and the
slowdown in the national economy also contributed to the slight
decline in consolidated operating income.

Our net income in the first quarter of 2003 was also negatively
impacted by a substantial increase in net interest expense due
to a significant reduction of capitalized interest following the
opening of the new St. Charles facility. Capitalized interest
associated with construction projects decreased by $5.6 million
from the first quarter of 2002 to the same quarter in 2003.

Diluted earnings per share for the three months ended March 31,
2003 were $0.44, compared to $0.57 for the first quarter of
2002. The reduction in capitalized interest, the increase in
depreciation expense and the increase in health insurance
expense on a consolidated basis collectively reduced diluted
earnings per share by $0.31.

"During the first quarter of 2003, we managed to achieve record
net revenues and EBITDA despite adverse weather conditions, a
sluggish economy, construction disruption at Ameristar Kansas
City and the war in Iraq," said Chief Executive Officer Craig H.
Neilsen. "We are proud of the significant improvement in
operating performance at Ameristar St. Charles and are pleased
that our strategic revenue enhancement and cost reduction
initiatives are proving to be successful. We are confident that
these strategic initiatives will result in continued improvement
in operating results at all of our properties in the future."

Ameristar St. Charles

Net revenues at Ameristar St. Charles improved to $61.7 million
for the quarter ended March 31, 2003 from $38.1 million for the
corresponding period in 2002, representing an increase of 61.9%
and marking the ninth straight quarter of double-digit revenue
growth for the property. The growth in revenues is principally
due to the opening of the new facility in August 2002. Ameristar
St. Charles continued to improve its market share (based on
gross gaming receipts), with an increase in the first quarter of
2003 to 30.2%, a record since we acquired the property in
December 2000, up from 19.9% in the prior-year quarter.

Operating income at Ameristar St. Charles was $14.5 million for
the three months ended March 31, 2003, an increase of 28.3% from
the quarter ended March 31, 2002, despite the $4.5 million
increase in depreciation expense largely associated with the new
facility. Although Ameristar St. Charles' operating income
margin declined from 29.6% in the first quarter of 2002 to 23.5%
in the first quarter of 2003, the property has made significant
improvement in operating income margin in 2003 compared to 15.1%
for the period from August through December 2002. EBITDA for the
first quarter of 2003 was $20.1 million compared to $12.4
million for the prior-year quarter, an increase of 62.1%. In
addition to revenue growth, the improvement in operating income
and EBITDA is attributable to increased labor and marketing
efficiencies and more effective player development programs.
EBITDA margin improved slightly to 32.6% in the first quarter of
2003 compared to 32.5% for the first quarter of 2002. The
improvements in operating income and EBITDA margins occurred
despite the substantial increase in the number and scope of non-
gaming amenities at the new facility, which traditionally
generate lower margins than gaming operations. Although this
improvement in EBITDA margin exceeded our expectations, we
believe that EBITDA margins in excess of 30% are sustainable in
the future.

Ameristar Kansas City

Ameristar Kansas City reported net revenues of $51.8 million in
the first quarter of 2003, representing an increase of $0.1
million, or 0.2%, over the prior-year quarter. The property's
market share in the first quarter of 2003 was 33.2%, up from
33.0% in the same period in 2002. Net revenues were adversely
impacted by construction disruption associated with the
renovation of the casino and the opening of several new dining
and entertainment venues. Phase I of this project was
substantially completed in March 2003. To further enhance the
property's competitive position, we have commenced construction
on Phase II of the project to replace the existing Hofbrauhaus
Brewery with an Amerisports Brew Pub, retrofit the Orleans
Oyster Bar to become Pearl's Oyster Bar, construct a cabaret in
the casino area and upgrade certain common areas throughout the
property. We expect that business disruption as a result of the
remaining construction activities, which are expected to be
completed in August 2003, will be significantly less than that
experienced in the first quarter of 2003. The renovation and
enhancement project is expected to improve the property's
financial results, similar to the improvements experienced after
the renovation projects at Ameristar Council Bluffs and
Ameristar Vicksburg were completed in 2001.

First quarter 2003 operating income at Ameristar Kansas City
decreased to $10.9 million, compared to $12.1 million in the
corresponding period in 2002. EBITDA at Ameristar Kansas City
decreased $1.3 million, or 8.6%, in the first quarter of 2003
compared to the prior-year quarter. The decrease in operating
income and EBITDA can be attributed principally to a $0.4
million increase in health insurance expense and a $0.5 million
increase in depreciation expense primarily related to the
parking garage completed in July 2002 and the casino renovation
and the new dining and entertainment venues completed in the
first quarter of 2003.

Ameristar Council Bluffs

Net revenues at Ameristar Council Bluffs increased to $37.6
million, up $1.5 million, or 4.2%, from the first quarter of
2002. The property continued to benefit from the ongoing
refinement of targeted marketing programs and the installation
of new gaming equipment. Ameristar Council Bluffs improved its
market share to 38.5% in the first quarter of 2003, up from
36.9% in the first quarter of 2002. Ameristar Council Bluffs has
now been the market share leader in Council Bluffs for 19
consecutive months. The Council Bluffs property reported a 1%
increase in gross gaming receipts in the first quarter of 2003
compared to the same quarter in 2002, despite a 3.4% decline in
the overall Council Bluffs gaming market.

Operating income at Ameristar Council Bluffs for the first
quarter of 2003 decreased by $0.1 million, or 1.0%, and EBITDA
improved slightly, up $0.1 million, or 0.8%, from the first
quarter of 2002. Operating income and EBITDA in the first
quarter of 2003 were negatively impacted by our renewed
licensing agreement with Iowa West Racing Association, which
resulted in a $0.7 million increase in licensing fees in the
first quarter of 2003 compared to the same quarter in 2002.
Overall, 2003 annual licensing fees payable to Iowa West Racing
Association are expected to remain approximately the same as
2002, since the license fee rate declines as annual gaming
revenues increase. The license fee rate remained constant under
the prior licensing agreement.

Ameristar Vicksburg

Ameristar Vicksburg reported net revenues of $23.9 million in
the first quarter of 2003, up $1.1 million, or 4.8%, over $22.8
million for the first quarter of 2002. This improvement is
largely due to the effectiveness of targeted marketing programs
and new gaming equipment. The Vicksburg property reported a 4%
increase in gross gaming receipts in the first quarter of 2003
compared to the comparable period in 2002, despite a 1.5%
decline in the overall Vicksburg gaming market. Ameristar
Vicksburg, the long-time market share leader in Vicksburg,
improved its market share to 39.1% in the first quarter of 2003,
up from 37.1% in the first quarter of 2002. The property
generated operating income of $5.9 million and EBITDA of $8.4
million in the first quarter of 2003, down $0.7 million, or
10.6%, and $0.5 million, or 5.6%, respectively, from the first
quarter of 2002. The decline in operating income and EBITDA is
largely due to a $0.5 million increase in health insurance
expense from the first quarter of 2002 to the comparable period
in 2003. As a result, operating income margin at the property
declined from 29.1% to 24.9% and EBITDA margin decreased from
39.0% to 35.0%.

Jackpot Properties

Net revenues at the Jackpot Properties in the first quarter of
2003 were $13.6 million, down 2.2% from $13.9 million for the
first quarter of 2002. This decline is primarily attributable to
adverse weather conditions in the first quarter of 2003 compared
to the prior-year quarter and the sluggish economy in Southern
Idaho. The Jackpot Properties reported operating income of $1.7
million and EBITDA of $2.7 million in the three months ended
March 31, 2003, down $0.9 million, or 34.6%, and $0.9 million,
or 25.0%, respectively, from the first quarter of 2002. The
decreases are largely attributable to a $0.6 million increase in
health insurance expense.

Income tax rates

Our effective income tax rate for the quarter ended March 31,
2003 was 36.4%, compared to 37.6% for the prior-year quarter.
The federal income tax statutory rate was 35% in both years. The
differences from the statutory rate are due to the effects of
state income expense and certain expenses incurred by us which
are not deductible for federal income tax purposes.

           Capital Structure and Borrowing Costs

At March 31, 2003, our total debt was $788.4 million,
representing a decrease of $10.1 million from December 31, 2002,
due to required principal payments on our debt. At March 31,
2003, we had $67.6 million of available borrowing capacity under
our senior credit facilities. Our cash and cash equivalents
decreased from $90.6 million on December 31, 2002 to $86.9
million on March 31, 2003. We have no off-balance sheet
arrangements.

Interest expense (net of capitalized interest associated with
our ongoing construction projects) for the quarter ended March
31, 2003 was $16.6 million, up 56.6% from $10.6 million for the
quarter ended March 31, 2002, due to the cessation of
capitalization of interest on the new St. Charles facility when
it opened in August 2002. Total interest cost before
capitalizing interest was $17.1 million for the quarter ended
March 31, 2003, up $0.4 million, or 2.4%, from the quarter ended
March 31, 2002. A higher weighted-average debt level in the
first quarter of 2003 compared to the first quarter of 2002 as a
result of $115 million borrowed under the senior credit
facilities between April 1 and December 31 of 2002 was partially
offset by a lower weighted-average interest rate applicable to
the senior debt. The reduction in the interest rate is largely
attributable to the May 2002 amendment of the credit agreement
and an increase in the credit rating on a portion of the senior
credit facilities in September 2002.

                        Debt Repayment

Required principal repayments under the senior credit facilities
total $21.6 million for the remainder of 2003. In addition, we
plan to prepay up to $25 million of outstanding debt under the
senior credit facilities during the second quarter of 2003.

        Earnings Guidance For The Second Quarter Of 2003

Based on our preliminary results of operations to date and our
outlook for the remainder of the quarter, we currently estimate
consolidated operating income of $30 million to $32 million,
EBITDA of $46 million to $48 million (given anticipated
depreciation expense of $16 million) and diluted earnings per
share of $0.31 to $0.35 for the second quarter of 2003.

Ameristar Casinos, Inc. (Nasdaq: ASCA) -- whose 10-3/4% Notes
due Feb. 2009 are rated B3 by Moody's and at B by Standard &
Poor's -- is an innovative, Las Vegas-based gaming and
entertainment company known for its distinctive, quality
conscious hotel-casinos and value orientation.  Led by President
and Chief Executive Officer Craig H. Neilsen, the organization's
roots go back nearly five decades to a tiny roadside casino in
the high plateau country that borders Idaho and Nevada. Publicly
held since November 1993, the corporation owns and operates six
properties in Nevada, Missouri, Iowa and Mississippi, two of
which carry the prestigious American Automobile Association's
Four Diamond designation. Ameristar's Common Stock is traded on
the NASDAQ National Market System under the symbol: ASCA.

Visit Ameristar Casinos' Web site at
http://www.ameristarcasinos.com


AMKOR TECHNOLOGY: 1st Quarter Results Swing Into Positive Zone
--------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) reported first quarter
sales of $343 million, down 8% sequentially and up 19% over the
first quarter of 2002. Amkor's first quarter net income was
$14.5 million, compared with a loss of $188 million in the first
quarter of 2002.

The results of the company's wafer fabrication services
business, which was sold on February 28, 2003, have been
reported separately as discontinued operations and include a net
gain of $52 million in connection with the sale of that
business. Prior period results have been restated to present the
wafer fabrication services business as discontinued operations.

Amkor's first quarter loss from continuing operations was $40
million, compared with a loss of $190 million in the first
quarter of last year. First quarter 2002 results included a loss
of $97 million on impairment of equity investment in ASI.

First quarter revenue was slightly ahead of guidance, and gross
margin exceeded the company's expectations. Gross margin rose to
13.6% from negative 6.8% in the year-ago period, due in part to
lower levels of depreciation, ongoing cost efficiency programs,
and higher utilization of assembly and test assets used to
support advanced packages. The reduced depreciation reflects the
impact of the fixed asset impairment recorded in the second
quarter of 2002 and the change in estimated useful lives of
certain assembly equipment from four years to seven years
effective with the fourth quarter of 2002.

"During the quarter we achieved several important strategic
objectives designed to increase liquidity and focus management
resources on our core business," said James Kim, Amkor's
chairman and chief executive officer. "In February we completed
the sale of our wafer fabrication services business for $62
million. We also continued to monetize our investment in ASI,
selling an additional seven million shares in March, which
reduced our ownership interest to 19.7 million shares, or 16% of
ASI's voting stock. As of March 24 we ceased accounting for our
investment in ASI under the equity method and now account for
this investment as a marketable security. We intend to further
monetize this investment."

"Our first quarter revenue reflected seasonally weak demand and
a conservative manufacturing posture among companies in the
electronics supply chain," said John Boruch, Amkor's president
and chief operating officer. "Our primary goals for 2003 are to
prepare our operations for profitable growth and execute on an
increasing number of customer program wins."

"Our customers' forecasts have begun to trend upward from the
seasonally slow first quarter," said Boruch. "During the
downturn design engineers have focused on incorporating more
functionality and higher levels of performance in their end
products. These efforts are driving increased reliance on
advanced packaging solutions such as flip chip, system in
package, stacked chips, image sensing, MEMS, and
MicroLeadFrame(TM), all of which fall into our core competency."

"First quarter gross margin of 13.6% was better than we expected
and reflects ongoing efforts to manage costs and enhance
operating efficiencies," said Ken Joyce, Amkor's chief financial
officer. "Looking back over the past several quarters, we have
made excellent progress streamlining our manufacturing
organization in support of our expected return to bottom line
profitability during the second half of this year."

"We continue to improve our financial liquidity," noted Joyce.
"Our cash balance increased to $351 million on March 31,
reflecting positive cash flow from operations, completion of
sale of our wafer fabrication services business, and the sale of
additional shares of ASI. Early in the second quarter we
refinanced our secured credit facility on more favorable terms,
which is a strong vote of confidence from our lenders. The new
$200 million credit facility replaces the previous $197 credit
facility and will have no significant principal amortization
until June 30, 2005.

                         Business outlook

The Company's customers' long-range forecasts have generally
been building since the beginning of the year. On the basis of
these forecasts we have the following expectations for the
second quarter:

-- Revenue increase of around 10%.

-- Gross margin of around 19%.

-- Net loss of around 12 cents per share.

Our capital budget for 2003 has been increased to $150 million.
During the year we expect to accelerate our purchases of fine
pitch wire bonders, testers and related equipment in response to
strengthening customer demand for advanced assembly and test
solutions. Given this scenario, we expect second quarter capex
to exceed $50 million.

The Company will resume the recognition of deferred tax assets
when Amkor returns to profitability. The Company anticipates
recognizing approximately $4 million per quarter in foreign tax
expense for the remainder of 2003. At March 31, 2003 the company
had U.S. net operating losses totaling $335 million expiring
between 2021 and 2022. Additionally, at March 31, 2003 the
Company had $50 million of non-U.S. net operating losses
available for carryforward, expiring between 2003 and 2012.

Amkor is the world's largest provider of contract semiconductor
assembly and test services. The company offers semiconductor
companies and electronics OEMs a complete set of microelectronic
design and manufacturing services. More information on Amkor is
available from the company's SEC filings and on Amkor's Web
site: http://www.amkor.com

As previously reported, Standard & Poor's Ratings Services
assigned its 'B+' senior secured bank loan rating to the
proposed $200 million credit facility. S&P also affirmed its
other ratings on the company, including the 'B' corporate credit
rating.

The new credit facility replaces Amkor's existing $197 million
senior secured credit facility, which includes a $97 million
term loan and a $100 million revolving credit facility that were
scheduled to mature September 30, 2005 and March 31, 2005,
respectively. The funds will be used to repay the $97 million
term loan outstanding under the existing credit facility and for
general corporate purposes.

"Completion of this new credit facility further enhances our
liquidity and provides a covenant structure that will enable
Amkor to more effectively manage our balance sheet and
accommodate business growth," said Ken Joyce, Amkor's chief
financial officer.


BARCLO FINANCE: Fitch Affirms Class D Notes Rating at B-
--------------------------------------------------------
Fitch Ratings affirms the class A, B, C and D notes of BarCLO
Finance (1999) Ltd. Additionally, Fitch removes the class B, C
and D Notes from Rating Watch Negative. The collateralized loan
obligation (CLO), is a synthetic CLO established by Barclays
Capital Inc. to provide credit protection on a $2 billion
portfolio of investment grade bank loans.

The following security is affirmed:

   --$65,000,000 class A notes 'AAA';
   --$60,000,000 class B notes 'A';
   --$35,000,000 class C notes 'BBB';
   --$20,000,000 class D notes 'B-'.

Fitch will continue to monitor this transaction.


BEAR STEARNS: Fitch Rates Note Classes H to N at Low-B Levels
-------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Inc., series 2003-
TOP10, commercial mortgage pass-through certificates are rated
by Fitch Ratings as follows:

   --$302,174,000 class A-1 'AAA';
   --$749,217,000 class A-2 'AAA';
   --$34,845,000 class B 'AA';
   --$37,874,000 class C 'A';
   --$1,211,979,099 class X-1* 'AAA';
   --$1,116,440,000 class X-2* 'AAA';
   --$15,150,000 class E 'BBB+';
   --$9,089,000 class F 'BBB';
   --$7,575,000 class G 'BBB-';
   --$10,605,000 class H 'BB+';
   --$4,545,000 class J 'BB';
   --$6,060,000 class K 'BB-';
   --$4,545,000 class L 'B+';
   --$3,030,000 class M 'B';
   --$3,030,000 class N 'B-';
   --$12,120,099 class O 'NR'.

        * Interest-only

Classes A-1, A-2, B, C, and D are offered publicly, while
classes X-1, X-2, E, F, G, H, J, K, L, M, N, and O, are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest
in the trust, primary assets of which are 168 fixed-rate loans
having an aggregate principal balance of approximately
$1,136,230,000 as of the cutoff date.


BNS CO.: Inks Pact to Sell Rhode Island Property for $20 Million
----------------------------------------------------------------
BNS Co. (OTCBB:BNSXA) announced the signing of an agreement for
the sale of the Company's North Kingstown, R.I. property for
$20.2 million. The buyer is Wasserman RE Ventures LLC, a
Providence based developer with interests in properties
throughout the U.S. The property consists of the former
international headquarters for Brown and Sharpe Manufacturing
Company (the name was changed to BNS Co. in April 2001), a Rhode
Island icon and one of the oldest corporations in America. The
Company was founded in 1833, just seven years after the death of
Thomas Jefferson and John Adams. It has been in continuous
operation since then, but in recent years has been gradually
selling its operating units. The North Kingstown property
represents one of the last assets remaining in the Company. It
also holds a gravel extraction and land fill operation in the
U.K. which it intends to sell as well.

Since this transaction represents the sale of substantially all
of BNS Co.'s assets under the Delaware General Corporation Law,
it is contingent on the approval of the stockholders. The
Company has scheduled its annual stockholders meeting for 10:30
am on July 28, 2003, at the North Kingstown facility, at which
time it will ask for a stockholder vote approving the sale.

The sale of the North Kingstown and U.K. properties are part of
the Company's strategy to dissolve and adopt a plan for
liquidation, which will be presented for stockholder approval at
a later meeting. Such a plan may involve the establishment of a
liquidating trust and payment or provision for payment of claims
against its assets, and then making one or more liquidating
distributions to stockholders (or to the liquidating trust). No
estimate of the timing and amount of any liquidating
distributions can be made at this time, in part because the
amount available for distribution may depend on the amount of
the Company's assets required to be retained to pay uncertain
future liabilities by order of the Delaware Court of Chancery,
if that avenue of liquidation is later selected by the Company
as part of its plan of dissolution and liquidation. Also, it is
not yet certain when the U.K. property will be sold.

For further information, refer to the Company's Form 10K filed
with the SEC in March, and Form 10Q for the first quarter of
2003 filed earlier today. The Company will also be filing
shortly its preliminary proxy statement for the annual
stockholders' meeting, which will contain a more detailed
description of the transaction. A copy of all filings may be
obtained from the SEC's EDGAR Web site, http://www.sec.gov


BPO PROPERTIES: S&P Keeps Watch on BB Global Scale Pref. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings on BPO
Properties Ltd. on CreditWatch with positive implications,
including the 'BBB-' long-term issuer credit rating and the 'BB'
global scale and 'P-3' Canadian national scale preferred share
ratings on the company's five series of preferred shares.

The CreditWatch placement reflects the announcement by
Brookfield Properties Corp. (BBB/Stable/--) of a proposed going-
private transaction that would merge BPO Properties with a
subsidiary of Brookfield. Under the terms of the offer, the
preferred shares of BPO Properties will remain outstanding.
Brookfield's equity interest in BPO Properties is 92%.

Should the shareholders of BPO Properties approve the offer, the
issuer credit rating would be withdrawn and the preferred shares
would benefit, by one notch, from the higher corporate credit
quality of Brookfield. The proposed offer will be voted on by
shareholders on June 18, 2003, at which time, Standard & Poor's
will reevaluate the CreditWatch listing.

          RATINGS PLACED ON CREDITWATCH POSITIVE
  
                                    Rating
                             To                  From
  BPO Properties Ltd.
   Issuer credit rating      BBB-/Watch Pos/--   BBB-/Stable/--

   Preferred shares
   C$45 million 70% cum. redeemable series G  
   C$96 million 70% cum. redeemable series J
   C$150 million 0.4% cum. redeemable series K
   C$71 million 70% cum. redeemable series M
   C$20 million 0.4% cum. redeemable series N
  
    Canadian scale           P-3/Watch Pos        P-3    
    Global scale             BB/Watch Pos         BB      


BROADWING INC: Will Return Company Name to Cincinnati Bell Inc.
---------------------------------------------------------------
Broadwing Inc. (NYSE:BRW) announced at its Annual Shareholders
meeting that the company will return its corporate name to
Cincinnati Bell Inc., and adopt the NYSE ticker symbol CBB. The
company will begin trading under the new name and ticker symbol
on May 27, 2003, following the completion of necessary NYSE
filings and other notices.

"Changing the corporate name back to Cincinnati Bell Inc. is yet
another step in our strategic restructuring to revitalize this
company and return it to the roots that have served it so well
for 130 years," said Kevin Mooney, chief executive officer.

The name change will have no impact on the company's customers
or its sales and marketing activities, which have continuously
used the Cincinnati Bell brand name for its local communications
franchise.

Additionally, the company announced that it would host a
conference call on Tuesday, May 6, at 9:30 a.m. (EDT) to discuss
its financial results for the first quarter of 2003.

The conference call will be available via the Internet, both
live in a listen-only mode, and afterward via replay.
Broadwing's Internet address is http://www.broadwing.com Once  
there, click on the corporate information tab, followed by the
investors tab, then the conference call tab and follow the
instructions. A computer with sound card and a current version
of Realplayer software are required to listen to the call.

Broadwing Inc. (NYSE:BRW) is an integrated communications
company comprised of Broadwing Communications and Cincinnati
Bell. Broadwing Communications leads the industry as the world's
first intelligent, all-optical, switched network provider and
offers businesses nationwide a competitive advantage by
providing data, voice and Internet solutions that are flexible,
reliable and innovative on its 18,700-mile optical network and
its award-winning IP backbone. Cincinnati Bell is one of the
nation's most respected and best performing local exchange and
wireless providers with a legacy of unparalleled customer
service excellence and financial strength. The company was
recently ranked number one in customer satisfaction, for the
second year in a row, by J.D. Power and Associates for local
residential telephone service and residential long distance
among mainstream users and received the number one ranking in
wireless customer satisfaction in its Cincinnati market.
Cincinnati Bell provides a wide range of telecommunications
products and services to residential and business customers in
Ohio, Kentucky and Indiana. Broadwing Inc. is headquartered in
Cincinnati, Ohio. For more information, visit
http://www.broadwing.com

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Cincinnati, Ohio-based incumbent local exchange
carrier Broadwing Inc. All ratings were removed from
CreditWatch, where they were placed Aug. 29, 2002, due to
concerns over Broadwing's potential inability to meet its
significant bank debt amortization, as well as concerns over
tight bank covenants.

The outlook is negative. Broadwing had total debt of about $2.5
billion at the end of 2002.

"The affirmation follows Broadwing's recent resolution of near-
term liquidity concerns after it amended its bank credit
agreement to include a new amortization schedule and revised
financial maintenance covenants," said Standard & Poor's credit
analyst Michael Tsao.


BUDGET GROUP: Pushing for Approval of A&T Cure Amount Settlement
----------------------------------------------------------------
To recall, Budget Group Inc., and debtor-affiliates provided
notice of their intent to assume and assign certain executory
contracts and unexpired leases pursuant to Sections 363 and 365
of the Bankruptcy Code.  The Cure Notice provided parties, inter
alia, a complete list of Assumed Contracts and indicated the
cure amounts that the Debtors believed must be paid to cure all
defaults under the Assumed Contracts as of August 31, 2002.  The
Cure Notice also provided that any party seeking to object to
the validity of the Prepetition Cure Amount or to the assumption
and assignment of any Assumed Contracts must file a written
objection setting forth the cure amount the objector asserts to
be due, the specific types and dates of the alleged defaults,
pecuniary losses and conditions to assumption and assignment and
the support and the basis for the objection.

Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, reports that before entering an
order approving the North American Sale, a dispute arose
regarding the Prepetition Cure Amount for AT&T Corp.  
Accordingly, AT&T Corp timely filed a Cure Objection.  
Thereafter a dispute also arose regarding the cure amounts owed
to AT&T arising after August 31, 2002.

Mr. Malfitano notes that the Sale Order provided a mechanism to
resolve unresolved Cure Objections after the closing of the
North American Sale and provided a mechanism to pay cure amounts
arising after August 31, 2002 through the Closing Date.  
Accordingly, after protracted discovery and negotiations, the
Debtors and AT&T reached a settlement embodied in a stipulation
with respect to all claims involving the Prepetition Cure Amount
and the Gap Cure Amount owed to AT&T.  Thus, the Debtors ask the
Court to approve the Stipulation pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

The Debtors and AT&T Corp have agreed to settle the claims and
disputes between the parties on these terms:

  A. The Debtors and AT&T acknowledge and agree that the
     Prepetition Cure Amount will be fixed at $2,958,000 and the
     Gap Cure Amount will be fixed at $78,791;

  B. The Debtors will pay the Prepetition Cure Amount and Gap
     Cure Amount to AT&T without further delay;

  C. After payment of the Prepetition Cure Amount and Gap Cure
     Amount, the Debtors will be deemed to have satisfied any
     and all cure obligations owing to AT&T, and no person or
     entity will have any further recourse against the Debtors
     with respect to the AT&T contracts; and

  D. The Stipulation resolves the AT&T Cure Objection and AT&T
     agrees to withdraw the AT&T Cure Objection. (Budget Group
     Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)    


CARAUSTAR INDUSTRIES: Red Ink Flows in First Quarter 2003
---------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announced that
revenues for the first quarter ended March 31, 2003 were $253
million, an increase of 15.5 percent from revenues of $219
million for the same quarter of 2002. Net loss for the first
quarter of 2003 was $7.1 million, compared to first quarter 2002
net income of $499 thousand. The first quarter 2003 loss was
driven primarily by previously announced restructuring charges
taken in the quarter of $4.3 million ($2.7 million after tax)
combined with higher raw material, energy, pension, and
insurance costs.

Caraustar generated $16.1 million in net cash provided by
operating activities, essentially unchanged from first quarter
2002. After net working capital improvements of $10.5 million
(primarily receipt of a $17 million tax refund), cash proceeds
from unwinding favorable interest rate swaps of $4.3 million,
and capital expenditures of $6.3 million, the company ended the
first quarter of 2003 with $47 million of cash and borrowing
availability of $9 million under its revolving credit facility.

In March of 2003, the company amended its debt agreements and
its guarantees and debt agreements at its joint ventures to
provide covenant relief due to continued difficult market
conditions. In exchange for these modifications, the company's
lenders required a permanent reduction in the aggregate
commitments under the Caraustar revolving credit facility from
$75.0 million to $47.0 million and a shortening of the facility
maturity from March 29, 2005 to April 1, 2004, as well as
certain other restrictions. Subsequent to March 31, 2003, the
company entered into a commitment with new lenders to replace
its current $47.0 million facility with a new asset based
revolving line of credit in the amount of $75.0 million secured
primarily by accounts receivable and inventory. The company
expects to close the new facility prior to June 30, 2003.

Thomas V. Brown, president and chief executive officer of
Caraustar, stated, "Included in the loss for the quarter is a
combination of various non-restructuring charges associated with
consolidation and business migration activities in every
business group. The Industrial & Consumer Products Group is
ahead of schedule in consolidating its business following the
acquisition of Smurfit-Stone Container Corporation's industrial
packaging operations, which includes the recently announced
closure of five tube and core facilities. Of the planned
closures, the consolidation of another facility remains to be
completed this summer. We had previously projected the process
to take the entire year to complete. Although the more
aggressive approach will lessen the overall cost and improve
business retention expectations, the early costs of added sales
and administrative responsibilities, as well as training and
qualifying expenses, represent costs in pursuit of this
objective that are not permitted to be characterized as
restructuring costs.

"In the Mill Group, we have shuttered the mill in the Buffalo,
NY area and idled one of two paper machines in Rittman, OH. The
primary costs of closing the Buffalo mill are identified as
restructuring charges, but the cost of idling the Rittman
machine is an operating cost, primarily an increase in SG&A
costs. The shutdown of these two machines results in additional
operating costs as volume and product experience are reallocated
across all mills.

"In the Custom Packaging Group and in the mill Specialty
Packaging Division, similar short-term business migration costs
were incurred with the reconfiguration of the Ashland, OH carton
plant and the consolidation of our specialty products facility
in Fayetteville, NC into our Mooresville, NC plant. In both
cases equipment and capabilities were transferred to optimize
cost and ensure the retention of business and the satisfaction
of the customer base.

"We believe this aggressive approach to plant consolidation and
business integration in the first quarter was necessary to
improve the probability of realizing the synergies of the SSCC
acquisition in the most efficient way and to respond to the
changing demands of the market. In spite of the closure or
reconfiguration of 11 mills and converting plants and the
related disruption of continuing operations, our business volume
grew significantly. Mill volume increased to 271 thousand tons,
an increase of 17 percent, or 40 thousand tons, compared to the
first quarter of 2002. The acquired SSCC mills contributed an
expected 30 thousand tons of the increase. Total consolidated
volume increased 16 percent to 305 thousand tons, a 42 thousand
ton increase during the quarter. The newly acquired SSCC tube
and core plants contributed 27 thousand tons of converted
volume.

"One of the more encouraging business developments for the
recycled boxboard industry was a 4.7 percent quarter-over-
quarter increase in volume. As important as overall market
growth is the fact that volume in each of the four business
segments improved between two percent and six percent. Although
this growth is encouraging, it is too early to consider this
volume gain a reversal of the downward trend of the last three
years.

"Offsetting the volume gains for Caraustar and the industry were
raw material costs and energy costs, which have increased over
the comparable period last year. For Caraustar's mills, raw
material costs increased $24 per ton while energy costs
increased $15 per ton. Mill sales prices, which had improved in
the latter half of 2002, were $18 per ton higher than the first
quarter of 2002. Considering both cost increases, the net effect
on variable margins was a decline of $21 per ton, or $5.7
million across the mill system."

The company incurred higher pension, insurance and other
employee-related costs in the first quarter of 2003 that
increased SG&A costs by approximately $3.9 million in our base
system. The acquired Smurfit-Stone locations added SG&A costs of
$4.6 million. A significant portion of these costs is associated
with the ongoing business integration efforts and is expected to
be short-term in nature.

Caraustar, a recycled packaging company to which Standard &
Poor's assigned a BB Corporate Credit Rating, is one of the
largest and most cost-effective manufacturers and converters of
recycled paperboard and packaging products in the United States.  
The company has developed its leadership position in the
industry through diversification and integration from raw
materials to finished products.  Caraustar serves the four
principal recycled paperboard product markets: tubes, cores and
cans; folding cartons and custom packaging; gypsum wallboard
facing paper; and miscellaneous "other specialty" and converted
products.


CENTENNIAL COMMS: S&P Hatchets Ratings to Lower-B & Junk Levels
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered the corporate
credit ratings on regional wireless carrier Centennial
Communications Inc. and subsidiary Centennial Cellular Operating
Company to 'B-' from 'B'. Standard & Poor's also lowered the
subordinated debt rating on Centennial Communications to
'CCC' from 'CCC+'. At the same time, the secured bank loan
rating at Centennial Cellular Operating Company was lowered to
'B-' from 'B'.

The ratings are all removed from CreditWatch, where they were
placed Oct. 25, 2002. The outlook is negative.

"The downgrade reflects heightened business risk in the wireless
industry, particularly for regional carriers," said Standard &
Poor's credit analyst Catherine Cosentino. The regional wireless
carriers have faced increased competition from the larger,
national players such as Verizon Wireless and AT&T Wireless.
Carriers such as Centennial are disadvantaged relative to the
national players in terms of their ability to offer
competitively priced national plans. Moreover, the national
players are expected to continue to be aggressive in taking
share from the regional carriers, given the fact that overall
wireless subscriber growth will continue to slow due to
increased overall wireless penetration.

As a result of these competitive forces, Centennial's domestic
churn is not expected to exhibit material improvement from the
current 2.5% level for the third quarter of the fiscal year
ended May 31, 2003. The company's Caribbean wireless operations
in Puerto Rico, the Dominican Republic, and the U.S. Virgin
Islands likewise face increased competition, although the much
lower level of overall penetration in these markets indicates
that growth potential remains somewhat higher than in the United
States.

The company has also had to continue to wrestle with problems
with its Puerto Rico cable TV operations, which have experienced
subscriber losses during the past several quarters. These losses
are due to the company's full-scale conversion of the cable
network to digital and an attendant requirement that cable
customers convert to digital services. While this initiative was
considered more economic than a selected rebuild, it resulted in
a higher than anticipated loss of subscribers to direct
broadcast satellite services, with accompanying strain on the
overall cash flows from these operations.


CHAMBERS STREET: S&P Puts BB- Class D Note Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on four
tranches of Chambers Street CDO Ltd.'s floating-rate notes on
CreditWatch with negative implications.

The rating action reflects the valuation prices of previously
defaulted reference credits and credit deterioration in the $1
billion pool of reference credits. The notional amount of the
reference pool will be reduced as a result of the defaults
although a portion of its last defaulted credit has not been
settled. Final settlement of the default will take place May 1,
2003.

The rating action also reflects the level of credit enhancement
provided by subordination, Chambers Street's ability to meet its
payment obligations as issuer of the notes, and Chambers
Street's commitment to follow guidelines established for
maintenance of the pool of reference credits.
  
    RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
  
                    Chambers Street CDO Ltd.
               Floating-rate notes due March 2007

     Class                                 Rating
                                  To                  From
     A                            AAA/Watch Neg       AAA
     B                            AA-/Watch Neg       AA-
     C                            BBB-/Watch Neg      BBB-
     D                            BB-/Watch Neg       BB-


CHIQUITA BRANDS: Annual Shareholders' Meeting Slated for May 22
---------------------------------------------------------------
The Annual Meeting of Stockholders of Chiquita Brands
International, Inc., will be held in the Continental Room of the
Hilton Cincinnati Netherland Plaza, 35 West Fifth Street,
Cincinnati, Ohio at 10:00 a.m. on Thursday, May 22, 2003.  At
the meeting, stockholders will be asked to:

     (1)  Elect eight directors;
     (2)  Approve a new Chiquita Employee Stock Purchase Plan;
     (3)  Approve the amendment and restatement of the
          Company's 2002 Stock Option and Incentive Plan; and
     (4)  Consider any other matters that may properly be
          brought before the meeting.

As reported in Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to fresh fruit and vegetable producer and distributor
Chiquita Brands International's $250 million senior unsecured
notes due 2009. Standard & Poor's also assigned its 'B'
corporate credit rating to Chiquita.

The outlook on the Cincinnati, Ohio-based company is positive.

About $582 million of lease-adjusted total debt was outstanding
as of Dec. 31, 2002.

"The rating reflects Chiquita's product concentration in
bananas, a mature industry that faces such uncontrollable
factors as global supply risk, political risk, and risks from
weather and disease," said Standard & Poor's analyst Ronald
Neysmith. "Mitigating these factors are Chiquita's strong market
share in bananas, the good geographical diversification of its
sales, and the company's improving cost and capital structure
following its emergence from bankruptcy."

The senior unsecured notes are rated one notch below the
corporate credit rating, reflecting their junior position to the
large amount of secured debt and priority debt at the operating
subsidiaries.

On March 19, 2002, Chiquita Brands International Inc. completed
its financial restructuring when its prearranged plan of
reorganization under Chapter 11 bankruptcy became effective.

Chiquita Brands International is a leading producer, marketer,
and distributor of bananas and other fresh and processed foods
sold under the brand name Chiquita as well as other brand names.
In addition to bananas, fresh products include tropical fruit
such as mangoes, kiwi, and citrus fruits. Chiquita is now the
largest manufacturer of private-label canned vegetables.


CITICORP MORTGAGE: Fitch Rates Two Note Classes at Low-B Level
--------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2003-5 class IA-1 through IA-9, IA-IO, IIA-
1 through IIA-3, IIA-IO, IIIA-1 through IIIA-5, IIIA-IO and A-PO
($360.8 million) are rated 'AAA' by Fitch Ratings. In addition,
Fitch rates class B-1 ($3.9 million) 'AA', class B-2 ($1.5
million) 'A', class B-3 ($1.1 million) 'BBB', class B-4
($600,000) 'BB' and class B-5 ($400,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.15%
subordination provided by the 1.05% class B-1, 0.40% class B-2,
0.30% class B-3, 0.15% privately offered class B-4, 0.10%
privately offered class B-5 and 0.15% privately offered class B-
6. In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities (rated 'RPS1' by
Fitch) as primary servicer.

The mortgage loans have been divided into three pools of
mortgage loans. Pool I, with an unpaid aggregate principal
balance of $174,176,278, consists of 377 recently originated,
20-30 year fixed-rate mortgage loans secured by one- to four-
family residential properties located primarily in California
(40.82%) and New York (25.37%). The weighted average current
loan to value ratio of the mortgage loans is 63.76%. Condo
properties account for 2.51% of the total pool and co-ops
account for 8.69%. Cash-out refinance loans represent 15.39% of
the pool and investor properties represent 0.24% of the pool.
The average balance of the mortgage loans in the pool is
approximately $462,006. The weighted average coupon of the loans
is 6.22% and the weighted average remaining term is 356 months.

Pool II, with an unpaid aggregate principal balance of
$123,011,517, consists of 255 recently originated, 10- to 15-
year fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (32.48%)
and New York (23.88%). The weighted average CLTV of the mortgage
loans is 53.61%. Condo properties account for 4.60% of the total
pool and co-ops account for 6.50%. Cash-out refinance loans
represent 16.39% of the pool and there are no investor
properties. The average balance of the mortgage loans in the
pool is approximately $482,398. The weighted average coupon of
the loans is 5.77% and the weighted average remaining term is
177 months.

Pool III, with an unpaid aggregate principal balance of
$71,568,156, consists of 159 recently originated, 30-year fixed-
rate relocation mortgage loans secured by one- to four-family
residential properties located primarily in New Jersey (21.40%)
and California (13.73%). The weighted average CLTV of the
mortgage loans is 74.71%. Condo properties account for 9.50% of
the total pool and co-ops account for 1.37%. The average balance
of the mortgage loans in the pool is approximately $450,114. The
weighted average coupon of the loans is 5.74% and the weighted
average remaining term is 357 months.

None of the mortgage loans originated in the state of Georgia
are high cost or are governed under the Georgia Fair Lending Act
(GFLA).  

The mortgage loans were originated or acquired by CMI and in
turn sold to CMSI. A special purpose corporation, CMSI,
deposited the loans into the trust, which then issued the
certificates. U.S. Bank National Association will serve as
trustee.  


COMDISCO INC: Sues Carraway Methodist for $1MM+ in Damages
----------------------------------------------------------
According to William P. Caputo, Esq., at Nilson, Stookal,
Gleason & Caputo, in Chicago, Illinois, Comdisco and Carraway
Methodist Medical Center, a predecessor and previous name of
Carraway Methodist Health Systems, entered into a Master Lease
that was to govern contemporaneously issued Equipment schedules
and Equipment schedules to be issued after February 14, 1990.

Pursuant to the Master Lease, Equipment schedules were issued by
Comdisco and accepted by Carraway.  Also, Carraway expressly
agreed to pay Comdisco's reasonable attorney fees, expenses and
costs in the event of a default and breach by Carraway.  On
multiple occasions, Comdisco sent invoices to Carraway for
amounts due Comdisco under the Equipment Schedules.  However,
some invoices were not paid.  Comdisco demanded Carraway to pay
the unpaid and outstanding invoices and cure the default.  

Mr. Caputo relates that Carraway has not paid Comdisco the
amounts due under the various Equipment Schedules despite the
demand.  In fact, Mr. Caputo says, Comdisco has made repeated
good faith efforts to collect the unpaid payments from Carraway
without having to resort to litigation, all to no avail.  As a
result, Comdisco has incurred losses, costs and expenses,
including attorneys' fees.

Comdisco argues that:

Count I -- Turnover of Matured Debt

  Pursuant to Section 541 of the Bankruptcy Code, the unpaid
  amounts on the lease are a matured debt that is property of
  the bankruptcy estate, and is subject to turnover pursuant to
  Section 542 of the Bankruptcy Code.

Count II -- Breach of Contract

  Carraway breached the Master Lease and Equipment Schedules by
  failing to make timely payments to Comdisco.  As a result of
  these breaches,  Carraway is liable to Comdisco for damages
  amounting to $1,158,277.

Thus, Comdisco asks the Court to issue a judgment:

  (a) ordering Carraway to pay Comdisco $1,158,277, plus
      applicable interest until paid; and

  (b) awarding Comdisco its attorney's fees and all other
      losses, costs and expenses. (Comdisco Bankruptcy News,
      Issue No. 47; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)    


COMMSCOPE INC: First Quarter Net Loss Doubled to $3 Million
-----------------------------------------------------------
CommScope, Inc. (NYSE: CTV) announced first quarter results for
the period ended March 31, 2003. The Company reported sales of
$129.4 million and a net loss of $3.1 million or $0.05 per share
for the first quarter. The net loss included after-tax equity in
losses of OFS BrightWave, LLC of $0.06 per share.

For the first quarter of 2002, the Company incurred a net loss
of $1.6 million or $0.03 per share, which included after-tax
equity in losses of OFS BrightWave of $0.13 per share.

CommScope's sales for the first quarter of 2003 were $129.4
million compared to $159.8 million in the year-ago quarter and
$135.9 million in the preceding quarter. The year-over-year
sales decline was mainly due to lower Broadband/Video sales,
primarily to Adelphia Communications and Charter Communications.
Sales decreased sequentially primarily due to lower sales to
Comcast Corporation, which completed its merger with AT&T
Broadband in November 2002. Local Area Network (LAN) sales were
$23.0 million, up 15% from last year's first quarter and up 63%
sequentially primarily due to strengthening project business as
well as higher LAN fiber optic cable sales. Worldwide sales of
fiber optic cable rose more than 20% from the first quarter of
2002 and over 5% sequentially. International sales were $25.2
million, essentially stable year over year and sequentially.

Orders booked in the first quarter of 2003 were $135.1 million,
compared to $132.8 million in the preceding quarter and $174.8
million in the first quarter of 2002.

"We intend to continue positioning CommScope as the supplier of
choice for 'last mile' cable applications," said Frank M.
Drendel, CommScope Chairman and CEO. "We significantly increased
LAN sales and achieved sequential growth in Wireless/Other
Telecom products. We also moved closer to our goal of becoming
'The Cable Industry's Fiber SupplierT' by building upon our
strategic relationship with OFS. While we expect sequential
sales growth as we move into the summer construction period, we
still face persistent uncertainty and difficult global business
conditions."

                    OFS BrightWave Results

In the midst of this difficult environment, OFS BrightWave
increased revenues and reduced costs in the first quarter. OFS
BrightWave's first quarter revenues were $28.3 million, up 5%
year over year and up 4% sequentially. However, OFS BrightWave
reported a negative gross profit of $20.6 million and a net loss
of $32.8 million in the quarter.

CommScope recorded after-tax charges of $3.8 million or $0.06
per share in the quarter for equity in losses of OFS BrightWave
related to the Company's minority investment in this venture.

"We believe that OFS BrightWave has taken significant steps to
reduce its cost structure," noted Drendel. "Despite that,
CommScope expects ongoing pricing pressure and weak global
demand for fiber optic cable products at least through 2003. As
a result, we believe OFS BrightWave will incur losses through
2003 and will continue to evaluate its business for cost
reduction opportunities."

            Other First Quarter 2003 Highlights

* Broadband/Video sales for the first quarter were $101.3
  million, down 24% from last year's first quarter and 14%
  sequentially. Sales declined year over year principally due to
  lower sales to Adelphia and Charter, somewhat offset by higher
  sales to Comcast. However, sales to Comcast decreased
  sequentially partly due to the impact of higher fourth-quarter
  2002 inventory levels, which we believe were built in
  anticipation of the merger. Sales to Comcast represented
  approximately 23% of total Company sales for the quarter.
  Worldwide Broadband/Video orders for the quarter were $105.6
  million.

* Despite pricing pressure, CommScope achieved substantial fiber
  optic cable sales growth. Worldwide fiber optic cable volume
  increased more than 25% year over year and more than 10%
  sequentially. Fiber optic cable sales, primarily for broadband
  applications, continue to represent more than 10% of total
  Company sales.

* International sales were essentially stable with the preceding
  quarter and last year's first quarter. For the first quarter
  of 2003, international sales were $25.2 million and orders
  were $26.3 million.

* LAN sales rebounded to $23.0 million from depressed fourth
  quarter 2002 sales of $14.1 million. LAN sales benefited from
  strengthening project business and increasing fiber optic
  cable and apparatus sales. LAN orders for the quarter were
  $23.4 million.

* Wireless/Other Telecom sales rose sequentially to $5.1 million
  with higher orders of $6.1 million for the quarter. CommScope
  has made progress communicating the Cell Reachr value
  proposition to customers and remains optimistic about long-
  term opportunities.

* Total Company gross margin for the first quarter was 18.6%
  compared to 19.4% in the preceding quarter and 22.2% in the
  first quarter of 2002. The decreases in gross profit and
  margin were primarily due to lower sales volumes and
  competitive pricing pressure for certain products.

* Selling, general and administrative expense was $20.1 million
  in the quarter, down 8% sequentially and down 5% year over
  year.

* Net cash provided by operating activities in the quarter was
  $4.2 million. Capital spending for the quarter was $1.9
  million.

                         Outlook

"Assuming seasonal increases, we expect second quarter sales to
rise to the $130-$145 million range," said Jearld L. Leonhardt,
Executive Vice President and Chief Financial Officer. "However,
we are experiencing cost pressures, primarily related to the
rising cost of polyethylene and other plastics. Depending upon
sales volumes, we expect gross margin to be in the 17.5%-18.5%
range for the second quarter. While forecasting remains
difficult in this environment, we continue to believe that we
will generate free cash flow (cash flow from operations less
capital expenditures) during 2003."

CommScope is the world's largest manufacturer of broadband
coaxial cable for Hybrid Fiber Coaxial (HFC) applications and a
leading supplier of high- performance fiber optic and twisted
pair cables for LAN, wireless and other communications
applications. Through its relationship with OFS, CommScope has
an ownership interest in one of the world's largest producers of
optical fiber and cable and has access to a broad array of
connectivity components as well as technologically advanced
optical fibers, including the zero water peak optical fibers
used in the production of the LightScope ZWP(TM) family of
products.

As reported in Troubled Company Reporter's March 18, 2003
edition, Standard & Poor's Ratings Services placed its 'BB+'
corporate credit rating on Hickory, N.C.-based CommScope Corp.,
the leading U.S. manufacturer of broadband cable products, on
CreditWatch with negative implications. The CreditWatch listing
is the result of weakened operating performance over multiple
quarters, reflected in sequential declines in revenues and lower
profitability.

CommScope had $183 million of debt outstanding at Dec. 31, 2002.

"We are concerned that weak demand for broadband cable products
from cable operators will persist, resulting in profitability
and debt protection metrics that are substandard for the rating
level," said Standard & Poor's credit analyst Joshua Davis.


COMMSCOPE INC: S&P Cuts Corporate & Sub. Debt Ratings to BB/B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CommScope Inc. to 'BB' from 'BB+' and its subordinated
debt rating to 'B+' from 'BB-'. At the same time, the ratings
were removed from CreditWatch, where they had been placed on
March 14, 2003.

The downgrade reflects the expectation that profitability will
remain at depressed levels over the midterm because of lower
forecasts of cable television industry capital expenditures,
among other factors. The outlook is stable.

Hickory, N.C.-based CommScope Inc. is a leading global position
as a supplier of high-performance broadband cable to cable
television systems operators. It had $183 million of debt
outstanding at Dec. 31, 2002.

CommScope's business prospects are reliant on cyclical capital
spending by cable television operators. While Standard & Poor's
recognizes that required maintenance of cable systems
necessitates an ongoing level of recurring investment in cable,
pressures on cable operators could result in a continuation of
reduced overall capital spending. As a result, combined revenues
for the two dominant suppliers of cable have declined to an
estimated $651 million in 2002 from $1 billion in 2000, and
Standard & Poor's expects only modest recovery, at best, over
the next two years.

"CommScope's financial profile, which is solid for the rating,
provides ratings support, given expectations for continued
difficult market conditions and subdued profitability," said
Standard & Poor's credit analyst Joshua Davis.


CONSECO FINANCE: Judge Doyle Approves Lease Rejection Procedures
----------------------------------------------------------------
Conseco Finance Corporation and its related debtors-in-
possession obtained Judge Doyle's approval of their proposed
uniform procedures when rejecting executory contracts and
unexpired leases.  The CFC Debtors also obtained authority to
abandon, as inconsequential, any  fixtures, equipment or other
items of personal property that remain in rejected leased
premises.

With the Court's blessing, the Debtors will provide written
notice of their intent to reject to the lessor.  The lessor must
file any objection within 14 days of receiving the rejection
notice.  If no objection is filed, the Contract will be deemed
rejected as of the notice date. (Conseco Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CONSECO INC: Challenging Fleet Bank's $20-Million Claim
-------------------------------------------------------
Conseco Inc., and its debtor-affiliates object to Claims filed
by Fleet National Bank, specifically Claim Number 49674-000048
against CIHC Inc., and Claim Number 49672-005235 against Conseco
Inc.  The Debtors ask Judge Doyle to estimate the Claims -- at
something less than the $20,277,575 total claimed.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the
Court that the Claims relate to the lease of two corporate
aircraft, both of which were returned to Fleet Bank prior to the
commencement of these cases.  He reminds Judge Doyle that the
Claimant is under a duty to mitigate the Claims and present
proof of commercial reasonableness under terms of the contract.  
In any event, Fleet is not entitled to double recovery and Claim
Number 49672-005235 should be disallowed in its entirety.

The first Claim involves a 1989 Canadair Ltd. Challenger
Aircraft, CL-600-2B16, bearing Registration No. N652CN.  The
Claim is for $12,685,395.  The second Claim involves a 1995
Cessna Model 650 Aircraft, bearing Registration No. N651EJ.  The
Claim is for $7,572,180. (Conseco Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CORRECTIONS CORP: Extends Tender Offer for Preferreds to May 13
---------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) will extend the
tender period of its previously disclosed tender offer to
purchase for cash up to 4,204,947 shares, representing 90% of
the outstanding 4,672,163 shares, of its Series B Cumulative
Convertible Preferred Stock (CUSIP Nos. 22025Y 30 8 and 74264N
30 3) for $26.00 per share, to May 13, 2003. The tender period
is being extended in accordance with applicable regulatory
requirements that the offer remains open for a period of time
after the expected date of fulfillment of certain conditions to
the tender offer, which are described in the Offer to Purchase
filed with the Securities and Exchange Commission and
distributed to holders of Series B Preferred Stock on April 2,
2003, as amended by Amendment No. 2 to Schedule TO filed with
the Securities and Exchange Commission on April 21, 2003.

As a result of the extension, the holders of Series B Preferred
Stock will have until 12:00 midnight, New York City time, on
Tuesday, May 13, 2003 to validly tender their shares of Series B
Preferred Stock, unless the offer is extended. The tender offer
is being made solely by the Offer to Purchase and the related
Letter of Transmittal.  Stockholders should read the Offer to
Purchase and related materials because they contain important
information. As of April 29, 2003, approximately 3,174,391
shares of Series B Preferred Stock have been tendered and not
withdrawn.

The dealer manager for the tender offer is Lehman Brothers Inc.
The information agent is D. F. King & Co., Inc.

Questions regarding the tender offer should be directed to
Darrell Chiang at Lehman Brothers, at 800-438-3242 or 212-528-
7581. Requests for tender offer documentation should be directed
to D. F. King & Co., at 888-605-1956 or 212-269-5550.
    
As reported in Troubled Company Reporter's April 7, 2003
edition, Standard & Poor's Ratings Services assigned its
preliminary 'B'/'B-' senior unsecured/subordinated debt ratings
to prison and correctional services company Corrections Corp. of
America's $700 million universal shelf registration.

In addition, Standard & Poor's assigned its 'B' senior unsecured
debt rating to Nashville, Tennessee-based CCA's proposed $200
million senior unsecured notes due 2011, which will be issued
under the company's $700 million shelf registration.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB-' from 'B+' and senior unsecured debt rating
to 'B' from 'B-'. CCA's 'B+' corporate credit rating has been
affirmed and its outlook remains positive.


COVANTA ENERGY: Court Clears Compromise with Pacific Gas, et al.
----------------------------------------------------------------
The Covanta Energy Debtors secured the Court's approval of a
compromise between Covanta Stanislaus, Inc., the County of
Stanislaus, California, the City of Modesto, California, and
Pacific Gas & Electric Company.

The Parties decided to resolve all disputes and claims,
including those arising out of and relating to the Action, the
Cross-Complaint, and the Appeal through a settlement agreement.  
The Settlement Agreement provides:

    (i) the voluntary dismissal with prejudice of the Appeal by
        the County of Stanislaus and the County of Modesto
        without further delay;

   (ii) Pacific Gas' express agreement that the Order sustaining
        the Demurrer of Pacific Gas to the First Amended
        Complaint and the Judgment of the Trial Court thereon,
        upon which the Appeal is based, will have not any issue
        preclusive effect on the issue of the standing of the
        two Counties to assert any future claims relating to the
        Agreements;

  (iii) Pacific Gas' dismissal with prejudice of the Cross-
        Complaint without further delay;

   (iv) the Parties' waiver of any and all claims for attorneys'
        fees and costs as to another relating to the Action, the
        Appeal, the Cross-Complaint, or any other aspects of the
        Judicial Counsel Coordinated Proceeding; and

    (v) Pacific Gas' payment of the cure amount to Covanta
        Stanislaus in full, with interest at the rate of 5% per
        annum, according to this payment schedule:

        -- payment of all accrued interest due to the total
           amount of Prepetition Payables without further delay;
           and

        -- payment of the outstanding principal balance of the
           Prepetition Payables in six equal monthly
           installments on the last Pacific Gas business day of
           each month commencing in the first month after the
           Court approval of the Settlement, and continuing at
           the end of each month thereafter until paid in full
           or, if not yet paid in full upon the confirmation of
           a plan in Pacific Gas' bankruptcy case, payment in
           full of the outstanding Prepetition Payable and all
           interest accrued thereon on the effective date of
           Pacific Gas' plan.

                         Backgrounder

Covanta Stanislaus manages and operates a 22-MW waste-to-energy
facility the County of Modesto and the County of Stanislaus
owned.  The facility is located in Stanislaus County.

Pursuant to a Power Purchase Agreement for Long-Term Energy and
Capacity by and between Covanta Stanislaus and Pacific Gas,
dated August 20, 1985, Covanta Stanislaus agreed to sell and
Pacific Gas agreed to pay for electric capacity, and to purchase
electric energy generated by, Covanta Stanislaus at the
Stanislaus Facility through and including December 31, 2009.  
The County of Stanislaus and the County of Modesto are entitled
to receive the benefit of a certain percentage of monies Pacific
Gas paid to Covanta Stanislaus.

The Agreement requires Covanta Stanislaus to provide a specified
amount of electricity to Pacific Gas at certain times of the
year and allows it to "put" power to Pacific Gas at other times.  
In consideration for the annual commitment to deliver
electricity and the actual deliveries thereof, Covanta
Stanislaus is entitled to a package of compensation from Pacific
Gas  at other times.  In consideration for the annual commitment
to deliver electricity and the actual deliveries thereof,
Covanta Stanislaus is entitled to a package of compensation from
Pacific Gas consisting generally of a "capacity" payment and an
"energy" payment.  The capacity payment is set at a stipulated
amount in the Agreement. On the other hand, the energy payment
is currently set at Pacific Gas' "Short Run Avoided Cost" as
that rate is set by the California Public Utilities Commission
from time to time.

In 1997, a dispute arose as to the amount of money due and
payable under the terms of the Agreement.  The parties disagreed
as to when, under the Agreement, Pacific Gas was to commence
paying Covanta Stanislaus at the Short Run Avoided Cost rate.

Consequently, on October 31, 1997, the County of Stanislaus and
the County of Modesto filed a Complaint for Declaratory Relief
against Pacific Gas and Covanta Stanislaus in the Superior Court
for the County of Stanislaus.  On March 9, 1998, the matter was
ordered transferred to and added to a Coordinated Proceeding
pending in the Superior Court for the City and County of San
Francisco entitled "In Re Power Purchase Agreement Cases,
Judicial Counsel Coordinated Proceeding No. 3241."

On May 22, 1998, Pacific Gas filed a Cross-Complaint in the
Judicial Counsel Coordinated Proceeding against Covanta
Stanislaus.  

On July 21, 1998, Judge Thomas J. Mellon, Jr., of the San
Francisco Superior Court issued an order sustaining Pacific Gas'
Demurrer to the First Amended Complaint of the County of
Stanislaus and the County of Modesto without leave to amend,
holding that the County of Stanislaus and the County of Modesto
had no standing to bring the complaint.  On September 14, 1998,
Judge Mellon signed an Order of Dismissal and Judgment thereon
in Pacific Gas' favor as to the First Amended Complaint of the
two Counties.  On November 12, 1998, the two Counties filed a
Notice of Appeal, which is still pending in the Court of Appeal
of the State of California, First Appellate District.

Judge Blackshear that from January 2001 through April 2001,
Pacific Gas failed to pay to Covanta Stanislaus $7,794,659 --
the Prepetition Payable.

After Pacific Gas filed for Chapter 11 protection, Pacific Gas
and Covanta Stanislaus entered into an agreement modifying the
Agreement, which, among other things, required Pacific Gas to
compensate Covanta Stanislaus for electrical energy and capacity
at a fixed rate for five years.  The Amendment also provides for
Pacific Gas' assumption of the Agreement.  However, the
Amendment deferred the payment of the $7.794.659 "cure" amount
until the confirmation of Pacific Gas' plan of reorganization.  
In addition, the Amendment did not resolve the Action, the
Cross-Complaint or the Appeal. (Covanta Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CRITICAL PATH: March 31 Net Capital Deficit Burgeons to $35 Mil.
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq: CPTH) a global leader in digital
communications software and services, announced financial
results for the first quarter ended March 31, 2003.

Revenues for the first quarter of 2003 were $18.0 million,
compared to $21.8 million in the fourth quarter of 2002. Cash
operating expenses which exclude amortization, depreciation and
restructuring charges were $26.0 million in the first quarter of
2003, compared with $26.0 million in the fourth quarter of 2002.

Based on Generally Accepted Accounting Principles (GAAP) in the
United States, net loss attributable to common shares for the
first quarter of 2003 improved to $26.9 million, or $0.34 per
share, compared to $34.2 million, or $0.43 per share, in the
fourth quarter of 2002.

Earnings before interest, taxes, depreciation, and amortization,
adjusted to exclude special charges (Adjusted EBITDA), amounted
to a loss of $7.9 million in the first quarter, compared to an
Adjusted EBITDA loss of $4.2 million in the fourth quarter of
2002.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $35 million.

"Although revenues level were lower than we expected, we are
excited by the amount of customer activity we saw and are
energized by recent successes, such as the launch of our world-
class hosted messaging platform with HP and our relationship
with T-Mobile," said William McGlashan, Jr., Critical Path
chairman and chief executive officer. "Through continued
execution we believe we will be able to achieve our financial
goals for this coming quarter and the year."

During the quarter, Critical Path delivered software solutions
for driving down helpdesk costs to customers such as UBS AG, DHL
and the Danzas Group, and a major US-based conglomerate, among
other firms. These solutions enable customers to more
efficiently administer passwords, consolidate user identity data
across security applications and systems, integrate Microsoft's
ActiveDirectory with existing infrastructure, and create
whitepages directories for large, highly distributed
organizations. Critical Path also delivered additional software
solutions that enable telecommunications carriers and service
providers to offer new revenue-generating premium services. Key
customers included Wind Telecomunicazioni, SEAT Pagine Gialle
(formerly Telecom Italia), SANPAOLO Group, and Swisscom, among
others.

                         Regulation G

The Company uses both GAAP and non-GAAP metrics to measure its
financial results. It utilizes two primary non-GAAP metrics:
cash operating expenses and Adjusted EBITDA. Management believes
that, in addition to GAAP metrics, these non-GAAP metrics assist
the Company in measuring its cash based performance. In
addition, management believes these non-GAAP metrics are useful
to investors because they remove unusual and nonrecurring
charges that occur in the affected period and provide a basis
for measuring the Company's financial condition against other
quarters. Since the Company has historically reported non-GAAP
results to the investment community, management also believes
the inclusion of non-GAAP measures provides consistency in its
financial reporting. However, non-GAAP financial measures should
not be considered in isolation from, or as a substitute for,
financial information prepared in accordance with GAAP. The
calculations for cash operating expenses and Adjusted EBITDA are
in the Alternative Measurement Reconciliation table below.

Critical Path, Inc. (Nasdaq: CPTH) is a global leader in digital
communications software and services. The company provides
messaging solutions -- from wireless, secure and unified
messaging to basic email and personal information management --
as well as identity management solutions that simplify user
profile management and strengthen information security. The
standards-based Critical Path Communications Platform, built to
perform reliably at the scale of public networks, delivers the
industry's lowest total cost of ownership for messaging
solutions and lays a solid foundation for next-generation
communications services. Solutions are available on a hosted or
licensed basis. Critical Path's customers include more than 700
enterprises, 190 carriers and service providers, eight national
postal authorities and 35 government agencies. Critical Path is
headquartered in San Francisco. More information can be found at
http://www.criticalpath.net  


DALEEN TECHNOLOGIES: First-Quarter Results Reflect Improvement
--------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing, customer care, event
management, and revenue assurance solutions for traditional and
next generation service providers, reported its first quarter of
consolidated results since the company acquired Abiliti
Solutions on December 20, 2002. Daleen's revenues were $4.1
million for the first quarter of 2003, compared to $1.4 million
for the fourth quarter of 2002, and $1.9 million for the same
period in 2002. Revenues for the fourth quarter of 2002 included
only ten days of results for Abiliti. Net loss for the first
quarter of 2003 was $1.4 million, or $0.03 per share, compared
to a net loss of $3.0 million, or $0.11 per share, for the
fourth quarter of 2002, and a $2.8 million net loss, or $0.13
per share in the first quarter of 2002. The company's total cash
and cash equivalents used in the quarter was $500,000, a
significant improvement over previous quarters.

"The addition of a more predictable revenue stream from our
outsourcing operations is a significant factor that improves our
ability to manage our business," said Jeanne Prayther, chief
financial officer for Daleen. "We achieved or exceeded each of
our financial goals this quarter, generating measurable
improvements in revenues and net loss, while dramatically
reducing our use of cash."

First Quarter Highlights:

-- The company continued to demonstrate progress in its
   financial performance. While revenues for the consolidated
   operations increased significantly, expense growth was
   limited to less than 30%, producing a substantial decrease in
   net loss per share.

-- Total expenses were $5.6 million for the first quarter of
   2003, compared to $4.3 million for the previous quarter, as a
   direct result of the company's expanded size and operations.
   Through the acquisition of Abiliti, Daleen doubled its
   employee count and added a second base of operations in St.
   Louis. Despite this expansion, the company was able to
   sustain only a 30% increase in its quarterly expense levels.

-- Daleen announced a multi-year outsourcing contract with
   EurekaGGN, a New York-based CLEC that provides integrated
   communications services for businesses in major metropolitan
   areas across the U.S. Eureka's solution leverages both of
   Daleen's core products - its RevChain(TM) billing and
   customer management software and Simpliciti.net(TM) event
   management and revenue assurance software - which will both
   be delivered through the company's BillingCentral(R) ASP.
   This will be the first implementation of RevChain through
   BillingCentral.

-- The level of service-related activity with current customers
   continues to increase. Nine customers have renewed
   maintenance contracts for the year, and three customers have
   signed new license agreements or initiated projects to
   upgrade their existing BillPlex(R) systems. In addition,
   activities associated with the implementation of RevChain at
   Eschelon Telecom are continuing on an aggressive schedule.

"I am very pleased with the level of progress we are able to
report so quickly after the transaction with Abiliti," said
Gordon Quick, president and chief executive officer of Daleen
Technologies. "This is still a very difficult market which
requires discipline and focus. However, our results this quarter
provide strong reinforcement that our strategy is on target, and
that by adhering to our plan, we can continue to drive positive
growth in our business."

Daleen Technologies, Inc. is a global provider of high
performance billing, customer care, event management and revenue
assurance software, with a comprehensive outsourcing solution
for traditional and next generation service providers. Daleen's
RevChain(TM) billing and customer management solutions utilize
advanced Internet technologies to enable providers to reach peak
operational efficiency while driving maximum revenue from
products and services. With its recent acquisition of the assets
of Abiliti Solutions, Inc., Daleen expanded its presence among
large network wholesalers and resellers in the U.S., adding new
product and delivery capabilities, including the
Simpliciti.net(TM) event management software and
BillingCentral(R) ASP outsourcing solutions. More information is
available at http://www.daleen.com  

                         *     *     *

            LIQUIDITY AND GOING CONCERN UNCERTAINTY

In its 2002 Annual Report filed on SEC Form 10-K, the Company
reported:

"Net cash used in operating activities was $9.2 million for the
year ended December 31, 2002, compared to $31.9 million for the
year ended December 31, 2001. The principal use of cash for both
periods was to fund our losses from operations.

"Net cash provided by financing activities was $3.6 million for
the year ended December 31, 2002, compared to $25.1 million for
the year ended December 31, 2001. In 2002, the cash provided was
primarily related to the net proceeds received from the 2002
Private Placement. In 2001, the cash provided was primarily
related to the net proceeds received from the 2001 Private
Placement.

"Net cash used in investing activities was $1.1 million for the
year ended December 31, 2002 compared to $1.9 million for the
year ended December 31, 2001. The cash used in 2002 was
primarily related to transaction costs associated with the 2002
Private Placement. The cash used in 2001 was primarily related
to a non-recourse note receivable issued to our chairman and
chief executive officer for approximately $1.2 million and
capital expenditures of approximately $780,000.

"We continued to experience operating losses during the year
ended December 31, 2002 and had an accumulated deficit of $210.9
million at December 31, 2002. Cash and cash equivalents at
December 31, 2002 was $6.6 million. The cash used in operations
during the year ended December 31, 2002 was a significant
improvement from previous years. The 2001 Restructurings and
2002 Restructuring resulted in a reduction in operating expense
levels and cash usage requirements in the year ended December
31, 2002.

"We intend to continue to manage our use of cash. We believe the
cash and cash equivalents at December 31, 2002, together with
the reduced cost structure resulting from the 2001
Restructurings and 2002 Restructuring, the acquisition of the
revenue stream expected from the BillingCentral service offering
as well as our 2003 anticipated revenue, may be sufficient to
fund our operations for the foreseeable future. However, the
telecommunications and software industries are still faced with
many challenges. In addition, there is a high business
concentration risk with certain of our outsourcing services
customers and if any of these customers were to terminate their
agreement with us it would severely impact our business. We
provide outsourcing services to our largest customer pursuant to
a contract expiring at the end of December 2003. In addition,
the customer has financial restraints. If this customer were to
cease doing business with us for any reason, we may be required
to further reduce our operations and/or seek additional public
or private equity financing or financing from other sources or
consider other strategic alternatives. There can be no
assurances that additional financing or strategic alternatives
will be available, or that, if available the financing or
strategic alternatives will be obtainable on terms acceptable to
us or that any additional financing would not be substantially
dilutive to our existing stockholders. If this customer were to
cease doing business with us for any reason, and we failed to
obtain additional financing or failed to engage in one or more
strategic alternatives it may have a material adverse affect on
our ability to meet our financial obligations and to continue to
operate as a going concern. Our audited consolidated financial
statements included elsewhere in this Form 10-K have been have
been prepared assuming that we will continue as a going concern,
and do not include any adjustments that might result from the
outcome of this uncertainty."


DELIA*S CORP: Extends $20-Million Credit Facility for 3 Years
-------------------------------------------------------------
dELiA*s Corp. (Nasdaq:DLIA), a leading multichannel retailer to
teenage girls and young women, announced that it has completed
an amendment of its existing loan with Wells Fargo Retail
Finance II, LLC. The amendment provides for a three-year $20
Million secured credit facility.   

"We are excited to continue our relationship with Wells Fargo,
as they have been a strong financial partner over the last year
for us," said Stephen Kahn, Chairman and CEO of dELiA*s Corp.
"This amendment extends our loan facility and improves our
borrowing terms, which reflects the licensing deal we announced
last month. We still have work to do, but the continued
confidence of the banking team at Wells is a key component of
our efforts to achieve financial stability," Mr. Kahn added.

Despite the Wells Fargo amendment, the company believes it must
pursue other financing alternatives as well, said Evan
Guillemin, Chief Financial Officer. "We continue to explore a
wide variety of alternatives -- with management and with third-
party investors -- to raise additional equity capital and to
refinance our $2.9 million mortgage, maturing in August, on our
Hanover, PA-based distribution facility. We are pursuing these
additional financing alternatives to further strengthen our
balance sheet and ensure we have adequate liquidity."

The company believes that if it can secure approximately $2
million in additional capital and a refinancing of the full
amount of the mortgage, it will be able to receive an
unqualified audit opinion for its fiscal 2002 financial
statements to be included in its Form 10-K. Mr. Guillemin said,
"for that reason, and to provide the most comprehensive picture
of the company's financial position and the current business
trends, we plan to file for an extension of time to file our 10-
K beyond the required deadline of Friday, May 2. Once we are
ready to file, we will host a conference call to discuss both
current trends and the 2002 financials."

dELiA*s Corp. is a multichannel retailer that markets apparel,
accessories and home furnishings to teenage girls and young
women. The company reaches its customers through the dELiA*s
catalog, http://www.dELiAs.cOmand 68 dELiA*s retail stores.

                          *    *    *

                Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended November 2,
2002, the Company stated:

"Cash used in operations in the first three quarters of fiscal
2001 and 2002 was $24.6 million and $24.7 million, respectively.
The increase in cash used in operations primarily relates to
higher operating losses offset by changes in working capital
levels.

"Investing activities provided $7.4 million in the first three
quarters of fiscal 2001 primarily relating to net investment
proceeds offset by capital expenditures and to the cash proceeds
and payments relating to our non-core businesses. In the first
three quarters of fiscal 2002, investing activities used $9.7
million relating to capital expenditures. During the fourth
quarter of fiscal 2002, we expect to make additional capital
expenditures of $300,000 to $500,000 resulting in total capital
expenditures for fiscal 2002 of approximately $10.0 million.

"Financing activities provided $35.5 million in the first three
quarters of fiscal 2001, primarily as a result of the June 2001
sale of 5.74 million shares of our Class A common stock as well
as borrowings under our new credit agreement and stock option
exercises, and $15.3 million in the first three quarters of
fiscal 2002, primarily relating to net activity under our credit
facility.

"We are subject to certain covenants under the mortgage loan
agreement relating to the 1999 purchase of our distribution
facility in Hanover, Pennsylvania, including a covenant to
maintain a fixed charge coverage ratio. Effective May 1, 2001,
the bank agreed to waive the fixed charge coverage ratio
covenant through August 6, 2003 in exchange for an adjustment in
our payment schedule.

"Our credit agreement, as amended, with Wells Fargo Retail
Finance LLC, a subsidiary of Wells Fargo & Company, consists of
a revolving line of credit that permits us to borrow up to $25
million, limited to specified percentages of the value of our
eligible inventory as determined under the credit agreement, and
provides for the issuance of documentary and standby letters of
credit up to $10 million. Under this Wells Fargo facility, as
amended, our obligations are secured by a lien on substantially
all of our assets, except certain real property and other
specified assets. The agreement contains certain covenants and
default provisions customary for credit facilities of this
nature, including limitations on our payment of dividends. The
agreement also contains controls on our cash management and
certain limits on our ability to distribute assets. At our
option, borrowings under this facility bear interest at Wells
Fargo Bank's prime rate plus 50 basis points or at the
Eurodollar Rate plus 275 basis points. A fee of 0.375% per year
is assessed monthly on the unused portion of the line of credit
as defined in the agreement. The facility matures September 30,
2004 and can extend for successive twelve-month periods at our
option under certain terms and conditions. As of November 2,
2002, the outstanding balance was $19.3 million, outstanding
letters of credit were $2.7 million and unused available credit
was $20,000.

"In November 2002, a cash concentration trigger event occurred
under the terms of our Wells Fargo credit facility that permits
Wells Fargo, among other things, to establish additional
reserves which impact our availability under the line. As a
result of that event, we are currently in discussions with Wells
Fargo to amend the loan agreement , which will likely result in
an adjustment downward of the effective advance rate under the
line as well as introduce a number of financial covenants
relating to sales performance, inventory levels and cash flow
metrics. We anticipate that we will finalize the amendment on
satisfactory terms by the end of December 2002.

"Separately, in October 2002, we engaged Peter J. Solomon
Company to assist in the evaluation of strategic alternatives.
This process continues and will likely result in either a sale
of the company or the infusion of additional capital in the form
of equity or debt. We are currently evaluating a variety of
alternatives and anticipate being able to announce a decision in
this regard by the end of the fiscal year.

"If our discussions with Wells Fargo are concluded on
satisfactory terms and a capital infusion is received, we
believe that our cash on hand and cash expected to be generated
from operations, together with the funds available under our
credit agreement, will be sufficient to meet our capital and
operating requirements at least through the next twelve months.
There can be no assurance that we will conclude our discussion
with Wells Fargo on favorable terms or that we will be able to
obtain a capital infusion. If we are not successful we may not
be able to meet our operating and capital requirements for the
next twelve months. The accompanying financial statements have
been prepared on a going concern basis, which contemplates
continuity of operations, realization of assets and liquidation
of liabilities in the ordinary course of business."


DIRECTV: Gets Court's Nod to Hire Ordinary Course Professionals
---------------------------------------------------------------
DirecTV Latin America, LLC obtained the Court's authority to
retain and compensate professionals that the company turns to in
the ordinary course of its business.

As previously reported, DirecTV retains various professionals in
the ordinary course of its business to render services relating
to the numerous issues that arise in the conduct of its regular
business affairs unrelated to this Chapter 11 cases. DirecTV
needs these services on a continuing basis.

Rather than file formal employment applications for each and
every professional, DirecTV proposes that each ordinary course
professional be required to file an affidavit with the
Bankruptcy Court providing disclosure about the firm's identity,
services to be performed, compensation arrangements and
potential conflicts within 30 days of their retention.

The ordinary course professionals are compensated on an hourly
fee basis.  In some instances, the ordinary course professionals
will be owed for accrued pre-petition fees.  Since the ordinary
course professionals that are attorneys are being retained for
matters that would qualify them as "special" counsel, if
retained pursuant to Section 327(e) of the Bankruptcy Code,
DirecTV submits that these ordinary course professionals should
not be required to demonstrate their disinterestedness as
provided by Section 327(a) of the Bankruptcy Code.  DirecTV has
inquired of the Ordinary Course Professionals and it does not
believe that any of them hold or represent any interest adverse
to DirecTV or its estates with respect to the matters on which
they are to be employed.

Furthermore, the Court allows DirecTV to pay, without need to
file a formal fee application with the Court, 100% of the fees
and expenses of each of the ordinary course professional upon
submission of an invoice setting in reasonable detail the nature
of the services rendered and any corresponding charges and
expenses.

During the pendency of the Chapter 11 case, no ordinary course
professional will be paid more than $25,000 per month without an
order from the Court authorizing a higher amount.  In addition,
no ordinary course professional will be paid more than $150,000
in fees in the aggregate during the pendency of this Chapter 11
cases without a Court order authorizing a higher amount.
(DirecTV Latin America Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DYNEGY INC: First Quarter 2003 Earnings Enter Positive Territory
----------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) reported net income of $147 million for
the first quarter 2003. These results compare to a net loss of
$247 million for the first quarter 2002.

Dynegy's first quarter 2003 results included after-tax income
totaling $55 million resulting from changes in accounting
principles. Results also included after-tax gains of $35 million
related to operating results from the customer risk management
segment and $7 million related to the exit from communications.
After eliminating the impact of the customer risk management
business, the communications business and the changes in
accounting principles, after-tax income for the first quarter
totaled $50 million.

"Our results for the first quarter demonstrate the value that
the new Dynegy can deliver," said Bruce A. Williamson, president
and chief executive officer of Dynegy Inc. "Higher commodity
prices increased operating margins across all commercial areas
of our business and weather-driven demand resulted in greater
volumes produced and sold.

"With the continuing support of our employees, we made
significant progress during the quarter on our self-
restructuring initiatives, highlighted by the completion of our
bank refinancing and the re-audit of our 1999, 2000 and 2001
financial statements. We also reached an agreement to sell our
U.S. communications business and continued the wind-down of our
remaining third-party marketing and trading activities," said
Williamson. "Since our self-restructuring efforts began, we have
been working diligently to address past issues, while also
creating a company with a new business model centered on energy
assets and a focus on fiscal discipline."

                       Power Generation

Earnings before interest and taxes (EBIT) from the power
generation business was $125 million for the first quarter 2003.
The segment's performance benefited from higher commodity prices
during the quarter, with a weighted average on-peak power price
of approximately $57.00 per megawatt-hour, a 58 percent increase
over the company's forecasted price of approximately $36.00.

The power generation business also produced and sold higher
volumes of electricity. The segment generated nearly 11 million
net megawatt-hours for the first quarter 2003, representing a 28
percent increase over the first quarter 2002. Volumes were
higher due to weather-driven demand in the Midwest and Northeast
where the company delayed scheduled maintenance outages at three
of its generation facilities in order to continue to serve
customers in these markets.

                      Natural Gas Liquids

EBIT from the natural gas liquids business was $49 million for
the first quarter 2003. The segment's performance benefited from
higher commodity prices, with an average natural gas price of
$6.30 per MMBtu, a 58 percent increase over the company's
forecasted price of $4.00, an average crude oil price of $34.43
per barrel, a 28 percent increase over the company's forecasted
price of $27.00, and an average propane price of $0.64 per
gallon, a 33 percent increase over the forecasted price of
$0.48. Nearly 80 percent of the production volumes for the
natural gas liquids segment are contracted for on a percent of
proceeds/percent of liquids basis, which enabled this segment to
benefit from the higher commodity prices offered by the market.

These results were partially offset by reduced fractionation
volumes and lower keep-whole fractionation spreads. The volume
of natural gas liquids produced was 83 thousand barrels per day
for the first quarter 2003, representing a 10 percent decrease
over the first quarter 2002. Percent of proceeds/percent of
liquids plants produced volumes as projected, while keep-whole
plant volumes were below forecast due to the economic decision
to shut-down certain plants or bypass gas due to compressed
fractionation spreads.

                    Regulated Energy Delivery

EBIT from the regulated energy delivery business totaled $59
million for the first quarter 2003. This segment's performance
benefited from colder-than-normal weather throughout Illinois
Power's service territory, resulting in greater residential and
industrial demand. During the quarter, electric and natural gas
demand was higher than the company's forecast. The segment
delivered total electricity of 4,544 million kilowatt-hours for
the first quarter 2003, compared to 4,503 million kilowatt-hours
for the first quarter 2002. Total natural gas delivered for the
quarter was 345 million therms, compared to 305 million therms
for the first quarter 2002. Heating degree days increased 17
percent, from 2,933 for the first quarter 2003 compared to 2,498
for the first quarter 2002.

                   Customer Risk Management

EBIT for the customer risk management business totaled $75
million for the first quarter 2003. Results associated with the
continued wind-down of this business benefited primarily from
sales of natural gas in storage and gains in value of the
remaining marketing and trading portfolio.

                Other Factors Affecting Earnings

Other factors affecting results for the first quarter 2003
included expenses of $47 million, consisting primarily of
corporate overhead costs related mainly to depreciation and
general and administrative expenses. Additionally, the first
quarter 2003 included an increase in interest costs, while the
effective tax rate was as planned. Interest expenses increased
due to higher average outstanding borrowings. Discontinued
operations for the first quarter included net losses of $3
million consisting of an after-tax loss of $10 million related
to the European customer risk management business and after-tax
earnings of $7 million related to the communications businesses.

Results for the quarter were also affected by the adoption of
two accounting principles, Emerging Issues Task Force Issue No.
02-3, "Accounting for Contracts Involved in Energy Trading and
Risk Management Activities," and Statement of Financial
Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations." The company recognized after-tax income of $55
million related to the adoption of these accounting principles.

In addition, net income available to common shareholders of $64
million for the first quarter 2003 reflects a reduction of
approximately $83 million due to the amortization of the implied
dividend associated with the $1.5 billion convertible preferred
stock issued to ChevronTexaco in late 2001.

                          Liquidity

As of April 21, Dynegy's liquidity was $1.8 billion. This
consisted of $1.15 billion in cash and $1.1 billion in revolving
bank credit, less $450 million in letters of credit posted
against that line of credit. Total collateral posted as of April
21, including cash and letters of credit, was $1 billion.

In addition to maintaining the $1.8 billion liquidity position,
as of April 21, Dynegy has also reduced debt by $491 million,
compared to year-end 2002. Revolving credit facility exposure,
including letters of credit and borrowings, was reduced by $350
million and the balance of debt was reduced by $141 million.
Over time, the company expects that letters of credit will be
substituted for cash collateral and will offset some of the
revolving credit facility exposure reduction.

                         Cash Flow

Operating cash flow, including working capital changes, was
approximately $400 million for the first quarter 2003. This
consisted of approximately $180 million from the power
generation, natural gas liquids and regulated energy delivery
businesses and approximately $220 million from customer risk
management roll-off, less corporate-level expenses. Investing
cash flow uses, which consisted primarily of capital
expenditures in the company's three core energy businesses, were
approximately $70 million for the quarter.

                    2003 Guidance Estimate

With Tuesday's announcement, management is raising the 2003
guidance estimate to $0.10 to $0.18 per share for the
generation, natural gas liquids and regulated energy delivery
segments. This estimate also includes corporate-level expenses,
but excludes discontinued operations. Management's previous
guidance estimate on Jan. 7, 2003 was $0.08 to $0.15 per share.

Both prior and revised guidance estimates continue to exclude
the results associated with the company's customer risk
management business, which includes tolling contracts, and its
discontinued operations, which includes communications, as well
as any costs required to exit these businesses. Guidance also
excludes the non-cash, implied dividend associated with the
preferred stock held by ChevronTexaco. The $50 million in after-
tax income for the first quarter 2003 for the generation,
natural gas liquids and regulated energy delivery segments
equates to $0.13 per share. These per share figures are based on
372 million common shares outstanding and do not reflect any
conversion of the ChevronTexaco preferred or the implied
dividend associated therewith.

Dynegy noted that while the execution of its self-restructuring
plan has proceeded well ahead of schedule and that its new
business model is already delivering value, the company's
guidance estimate is highly sensitive to commodity prices and
demand for energy. While the company's performance for the first
quarter exceeded expectations, management's revised guidance is
intended to reflect the unpredictability of these factors and
their effects on its lines of business. Dynegy will update its
guidance estimates on a quarterly basis.

Dynegy Inc. owns operating divisions engaged in power
generation, natural gas liquids and regulated energy delivery.
Through these business units, the company serves customers by
delivering value-added solutions to meet their energy needs.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
affirmed its 'B' corporate credit ratings on Dynegy Inc., and
its subsidiaries and removed the ratings from CreditWatch with
negative implications. The outlook is negative.

Standard & Poor's also assigned its 'B+' rating to Dynegy
Holdings Inc.'s (a Dynegy subsidiary) new $1.66 billion senior
secured credit facility.

DebtTraders reports that Dynegy Inc.'s 7.450% bonds due 2006
(DYN06USR1) are trading at about 90 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN06USR1for  
real-time bond pricing.


EATERIES INC: Nasdaq to Delist Shares Effective May 5, 2003
-----------------------------------------------------------
On April 1, 2003 Nasdaq notified Eateries, Inc. (Nasdaq: EATS)
that it was not in compliance with the minimum $2,500,000
stockholders' equity requirement for continued listing set forth
in Marketplace Rule 4310(C)(2)(B). Eateries, Inc. responded to
Nasdaq, explaining that the equity shortfall was a result of the
recent sale of 9 Garcia's Mexican Restaurants and a
corresponding write down of assets related to the transaction.
In its submission, the Company stated that a final judgment of
$8,405,420 was awarded to the Company in January 2002, in its
case against J.R. Simplot Company. The judgment was appealed in
Federal Appeals Court in February 2002. Inasmuch as Simplot
admitted the fact but not amount of liability and has already
paid Eateries, Inc. approximately $516,000 for legal fees
associated with the case, the Company believes that upon
completion of the appeal, it will be able to demonstrate
compliance with the minimum $2,500,000 stockholders' equity
requirement. However, since the accounting rules prohibit the
Company from recording the award as income until the appeal is
complete, the Company is not sure when it will be able to
demonstrate compliance but believes it will happen in the
current year.

Nasdaq indicated that the Company's plan to regain compliance
was based on a future uncertainty that could not be relied upon
for demonstrating near term compliance. Accordingly, the
Company's securities will be delisted from The Nasdaq SmallCap
Market at the opening of business on May 5, 2003, but will
become immediately eligible for quotation on the OTC Bulletin
Board, effective with the open of business on May 5, 2003.
Eateries, Inc.'s OTC Bulletin Board stock symbol will remain
EATS.

Eateries, Inc. owns, operates, franchises and licenses 63
restaurants under the names of Garfield's Restaurant and Pub,
Garcia's Mexican Restaurants and Pepperoni Grill and Italian
Bistro Restaurants in 20 states. For additional information,
contact Vincent F. Orza, Jr. or Bradley L. Grow at 1220 S. Santa
Fe Ave., Edmond, Oklahoma, 73003 or call 405.705.5000 or FAX:
405.705.5001.

Eateries Inc.'s Year-End 2002 balance sheet shows a working
capital deficit of about $2.7 million, while its total
shareholders' equity further dwindled to about $960,000 from
about $7 million recorded a year ago.


EKNOWLEDGE GROUP: Enters Management Services Pact with Amara
------------------------------------------------------------
eKnowledge Group has entered into an extensive management
advisory services agreement with The Amara Group, Inc.  Under
the terms of the agreement, Amara shall oversee and advise on
the restructuring and recapitalization of the company including
integration of the merger with American Affinity Partners, Inc.
Amara shall have full operating control of eKnowledge during the
term of the agreement.

As part of Amara's engagement, Amara is expected to secure a new
auditor for eKnowledge and complete all necessary SEC filings as
appropriate, subject to the cooperation of existing eKnowledge
executives, accounting advisors and exiting auditing firm.

Additionally, eKnowledge and American Affinity Partners, Inc.
have modified the terms of their proposed merger. Under the
revised terms, eKnowledge shall sell-off in a management led
buyout certain non-core assets of eKnowledge and assume certain
related liabilities.

Gary Saunders, CEO of eKnowledge commented, "In an effort to
increase the pace of integration of the businesses, focus on the
new business model and move the restructuring of our balance
sheet forward in an expeditious manner, we believe retaining
Amara shall greatly enhance our internal efforts. Additionally,
Amara is familiar with American Affinity Partners' businesses
and thus can positively impact their integration with our
Prevention Point relationship." Mr. Saunders added, "Amara and
its partners have extensive experience in creating value for
micro cap companies and we hope and believe their expertise
shall be very helpful in this transition. As our senior secured
debt holder, their continual attention to this transaction is
much appreciated."

"We are happy that eKnowledge has chosen to work with us on an
expedited basis to facilitate the closing of the merger, clean-
up of the capital structure, and integration of the combining
businesses," added David Walters, Managing Director of The Amara
Group.

The closing of the merger is subject to various conditions
including but not limited to the execution of appropriate merger
and reorganization agreements, completion of due diligence,
board and shareholder approvals as necessary and certain other
conditions.

eKnowledge is an e-Learning Company utilizing interactive video
and active learning to meet knowledge objectives. Through its
products, eKnowledge provides training to over 500 local
government cities, counties, agencies, districts, and risk pools
via a Public Sector e-Learning Coalition. Through its services,
eKnowledge customizes other organizations' training, education,
marketing, and other programs for delivery over the Internet or
upon CD-ROM.

eKnowledge Group's September 30, 2002 balance sheet shows a
working capital deficit of about $1.5 million, and a total
shareholders' equity deficit of about $1.4 million.

AAP is a provider of software solutions and services to human
resource departments in various vertical markets servicing such
industries as auto, diesel repair, aircraft repair and
maintenance and related industries. AAP has a suite of solutions
and proprietary delivery mechanisms for its benefit programs
including products specifically tailored for the PEO industry.
For more information please visit
http://www.americanaffinitypartners.com

The Amara Group, Inc.(TM) is a Southern California based
merchant banking firm. As a "transition investor," Amara focuses
on companies and investors that are experiencing challenges in
the micro and small cap market space, generally companies with
under a $500 million market capitalization. Amara can deliver
capital and advice to help companies create and execute
appropriate "capital market strategies" to enhance and create
stakeholder value and liquidity. Additionally, Amara is a
sponsor of the "Value Under the Radar" series of conferences
focused on "Orphan Public Companies" with market capitalizations
under $500 million.

More information about Amara can be found at
http://www.amaragroup.com


ELDERTRUST: Working Capital Deficit Stands at $14.7MM at Mar. 31
----------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, reported
results for the first quarter ended March 31, 2003.

Net income for the first quarter ended March 31, 2003 totaled
$1.6 million and $1.5 million from continuing operations and
after the results of discontinued operations, respectively, or
$0.21 and $0.20 per basic and diluted share, respectively.

For the comparable quarter of 2002, the net income from
continuing operations and net income after discontinued
operations was $0.6 million, or $0.08 per basic and diluted
share.

Funds from operations for the first quarter, totaled $4.1
million, or $0.54 per basic share and $0.53 per diluted share,
on revenues of $8.1 million. In comparison, FFO for the first
quarter of 2002 totaled $3.1 million, or $0.42 per basic and
$0.40 per diluted share, on revenues of $5.8 million.

The Company recognized income of $0.9 million, or approximately
$0.12 per basic and diluted share, related to the reversal of a
bad debt reserve. This reserve was recorded against a receivable
from ET Capital Corp. During the quarter, the Company obtained
operational control of ET Capital Corp., and has subsequently
consolidated its operations.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $14.7 million.

As a result of the consolidation of ET Capital Corp., the
Company has realized amounts previously deemed to be
uncollectible, resulting in the recognition of this additional
income during the quarter through the reversal of previously
recorded bad debt expense.

In addition the Company noted that the $14.9 million mortgage
loan secured by the Harston Hall and Pennsburg properties had
been extended to June 10, 2003. Negotiations are ongoing with
respect to the ultimate resolution of this loan.

ElderTrust is a real estate investment trust that invests in
real estate properties used in the healthcare services industry,
principally along the East Coast of the United States. The
Company currently owns or has interests in 31 properties.


ENRON CORP: ENA Sues The American Coal to Recover $32 Million
-------------------------------------------------------------
On July 24, 1998, Enron North America Corporation's predecessor-
in-interest, Enron Capital & Trade Resources Corp., entered into
a Coal Purchase Agreement with American Coal Company.  Pursuant
to the CPA, American Coal agreed to sell to ENA certain
quantities of coal from certain specified mines at a fixed price
until June 30, 2004.

Between January 20, 1999 and October 1, 2001, the Parties
entered into six separate amendments to the CPA to, among other
things, extend the CPA from time to time, currently until
December 31, 2005.  Further, as consideration for ENA's
agreement to accept reduced volumes of coal from specified
mines, American Coal agreed to pay ENA $11,066,420, which sum
was comprised of:

  (i) under the provisions of the Third Amendment, $500,000,
      payable in 12 equal monthly installments of $41,667 each,
      beginning on January 5, 2001, with final payment due on
      December 5, 2001; and

(ii) under the provisions of the Sixth Amendment, $10,566,420,
      payable in 30 equal monthly installments beginning on
      January 1, 2002 with the final payment due on June 30,
      2004.

On November 28, 2001, Jonathan D. Polkes, Esq., at Cadwalader,
Wickersham & Taft, in New York, recalls that all three major
credit rating agencies downgraded ENA's credit rating from
investment grade to non-investment grade.  That same day,
American Coal demanded from ENA adequate assurance of
performance by December 7, 2001 or it would declare an Event of
Default and terminate the Transactions.  The letter also stated
that, based on its calculation of the Termination Payment, ENA
would owe American Coal a Termination Payment over $22,000,000.

On December 5, 2001, ENA responded by refuting the validity of
American Coal's purported notice of intent to terminate.  The
December 5 letter also advised American Coal that ENA disputes
the Termination Payment calculation because the declaration of
an Early Termination Date would in fact result in over
$25,000,000 payment by American Coal to ENA.

Because American Coal's termination of the CPA in December 2001
was improper and invalid as a matter of law, Mr. Polkes asserts
that the Parties' obligations under the CPA were still in effect
as of May 2002.  As contemplated by the Third and Sixth
Amendments, American Coal has to pay ENA $1,802,736 as of May 1,
2002.  However, American Coal did not make any of these
payments.

Accordingly, on May 9, 2002, ENA sent a letter to American Coal
demanding $1,802,736 payment and advising American Coal that its
failure to pay was an Event of Default under the CPA.  The
letter also stated that American Coal's December 2001
termination constitutes a violation of the automatic stay, and
therefore, was invalid.

Since American Coal failed to make the demanded payment, Mr.
Polkes informs the Court that on May 24, 2002, ENA send another
letter to American Coal that it is exercising its right and
designating May 24, 2002 as the Early Termination Date.  On
August 12, 2002, ENA informed American Coal that, based on its
application of the Termination Payment formula, ENA was entitled
to a $31,732,348 Termination Payment from American Coal.  To
date, Mr. Polkes tells the Court that American Coal has refused
to provide the Termination Payment to ENA, nor has it properly
contested the amount of the Termination Payment.

Thus, by this Complaint, ENA seeks a Court judgment:

  (a) ordering that American Coal turnover property --
      $31,732,348, plus interest -- belonging exclusively to
      ENA's estate;

  (b) declaring that the arbitration provision within the CPA
      should not be enforced;

  (c) declaring that American Coal violated the automatic stay;

  (d) awarding damages -- in an amount to be determined at trial
      -- resulting from American Coal's failure to pay a
      Termination Payment resulting from the early termination
      of the CPA;

  (e) awarding damages -- in an amount to be determined at trial
      -- resulting from American Coal's unjust enrichment;

  (f) awarding ENA pre-judgment and post-judgment interest;
      and

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

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


FEDERAL-MOGUL: Outlines Overview of Joint Reorganization Plan
-------------------------------------------------------------
Federal-Mogul Corporation and debtor-affiliates' Joint Plan of
Reorganization is based primarily on a compromise agreement
involving two Classes of creditors holding substantial amounts
of Claims against most of the principal Debtors.  The agreement
involves the holders of Asbestos Personal Injury Claims and the
holders of Noteholder Claims.

The Plan is a consensus of the Debtors, the Unsecured Creditors
Committee, Asbestos Claimants Committee, the Future Claimants
Representative and JPMorgan Chase Bank as the Administrative
Agent for the holders of Bank Claims.

Pursuant to the Plan, the representatives of Asbestos Personal
Injury Claimants and Noteholder Claimants have agreed, subject
to final approval by the actual claimholders through their
voting on the Plan, that the Asbestos Personal Injury Claims and
Noteholder Claims will receive nothing on account of their
Claims against any of the Debtors other than Federal-Mogul
Corporation in exchange for:

  (a) a Pro Rate distribution of _____ shares of the Reorganized
      Federal-Mogul Class A Common Stock, constituting of 49.9%
      of the Reorganized Federal-Mogul Common Stock to the
      holders of Allowed Noteholder Claims and the 7%
      Convertible Junior Subordinated Debenture due 2027 Claims;
      and

  (b) _____ shares of the Reorganized Federal-Mogul Class B
      Common Stock, constituting 50.1% of the Reorganized
      Federal-Mogul Common Stock and other assets being
      distributed to a trust established pursuant to Section
      524(g) of the Bankruptcy Code for the benefit of Asbestos
      Personal Injury Claimants.

                   Issuance of New Common Stock

On the Plan Effective Date, all Existing Federal-Mogul Stock,
unexercised Rights, warrants, options and other rights to
purchase Existing Federal-Mogul Stock as well as all Notes, Debt
Securities and Indentures will be cancelled and have no further
force and effect.  The holders of existing Securities will have
no rights arising from or relating to such Securities, except as
may be provided under the Plan.

However, each Indenture and Note will continue in effect solely
for the purposes of allowing the Indenture Trustees to make
distributions on account of Noteholder Claims under the Plan and
permitting the Indenture Trustees to maintain any rights or
Liens they may have for fees, costs and expenses under the
Indentures. An Indenture Trustee's rights and Liens will
terminate on the payment in full of its fees and expenses.

Except for the holders of Bank Claims, each holder of an
instrument or certificate evidencing the any Debt Securities
will surrender the Certificate to a Disbursing Agent, or, with
respect to the indebtedness that is governed by an Indenture, to
the Indenture Trustee.  Any holder who fails to surrender the
Certificate before the second anniversary of the Effective Date
will forfeit all rights and Claims or interests with respect to
the Certificate and cannot participate in any Plan distribution.
The Disbursing Agent will not be entitled to vote any shares of
the Reorganized Federal-Mogul Class A Common Stock.

In place of the Existing Securities, Federal-Mogul will issue
new shares of Class A and Class B Common Stock.  The Reorganized
Federal-Mogul will distribute:

  -- all shares of Class B Common Stock to the trustees of the
     Section 524(g) Trust as part of the consideration to the be
     paid for the Trust's assumption of all Asbestos Personal
     Injury Claims.  The Class B shares will be allocated to
     each sub-Trust created under the Section 524(g) Trust
     documents; and

  -- all Class A shares to the Disbursing Agent for further Pro
     Rata distribution to the holders of Allowed Noteholder
     Claims and Allowed Convertible Subordinated Debenture
     Claims.

For distribution purposes to the Allowed Noteholder
Claimholders, the Indenture Trustee under each series of Notes
will be deemed to be the sole holder of the Allowed Noteholder
Claim for those series of Notes.  Accordingly, all Class A
Common Stock distributions on account of the Allowed Noteholder
Claims will be distributed to the Indenture Trustees for further
distribution to the Noteholders.  The Class A Common Stock
distribution will be deemed complete after the delivery of one
or more share certificates representing the shares to the
Indenture Trustees, on the Noteholders' behalf.

The Section 524(g) Trust Documents include the Settlement Trust
Agreement, which will take effect on the confirmation of the
Plan, the Asbestos Personal Injury Claims Resolution Procedures
and all other agreements, instruments and documents governing
the establishment, administration and operation of the Section
524(g) Trust.

               Issuance of Secured PIK Notes

The Plan contemplates the issuance and distribution of
$300,000,000 in Reorganized Federal-Mogul Secured PIK Notes to
the PIK Notes Trustee, on behalf of all Federal-Mogul
Corporation Bank Claim holders.  The Secured PIK Notes will
ultimately be distributed to each Bank Claimholder in accordance
with that holder's right under the Debtors' Bank Credit
Agreement.  The Secured PIK Notes will mature on June 30, 2014
and bear interest at a fixed rate payable partially in cash and
partially in kind.

The Reorganized Federal-Mogul's obligations under the Secured
PIK Notes will be secured by Liens on substantially all of the
Reorganized U.S. Debtors' domestic assets and on 65% of the
equity in foreign subsidiaries the Reorganized U.S. Debtors own.
The Liens will be junior only to the Liens securing any exit
financing facility, a secured term loan agreement and the
Reorganized Federal-Mogul Secured Surety Notes, if any.  The
Liens will be pari passu with the Reorganized Federal-Mogul
Junior Secured Surety PIK Notes.

               Issuance of Secured Surety Notes,
              Junior Secured Surety PIK Notes and
         Unsecured Surety Notes and Related Guarantees

The Reorganized Federal-Mogul will also issue Secured Surety
Notes and Junior Secured Surety PIK Notes or Unsecured Surety
Notes.  The Reorganized Debtors will guarantee Federal-Mogul's
obligations and grant Liens in the Sureties' favor to
collateralize the guarantees on the same or substantially all of
the collateral that secured their prepetition obligations under
the Surety agreements.  The Reorganized Debtors will also issue
unsecured guarantees of Federal-Mogul's obligations under the
Unsecured Surety Notes, if any.  The Liens granted to secure the
obligations under the Reorganized Federal-Mogul Secured Surety
Notes and Junior Secured Surety Notes will be pari passu with
the Liens granted to secure the Reorganized Federal-Mogul
Secured Term Loan Agreement and Junior Secured PIK Notes.

The Sureties are Travelers Casualty and Surety Company of
America, SAFECO Insurance Company of America and National Fire
Insurance of Hartford and Continental Casualty Company, which
issued the Surety Bonds to the Center for Claims Resolution.

          $1,297,540,000 Secured Term Loan Agreement

The Reorganized Federal-Mogul, as borrower, and the other
Reorganized U.S. Debtors, as guarantors, intend to enter into a
secured term loan agreement with the holders of Federal-Mogul
Corporation Bank Claims and JPMorgan.  The Secured Term Loan
Agreement will provide for, as part of refinancing their
October 1, 2001 DIP Facility, the issuance of $1,297,540,000 in
term loans to the holders of Allowed Bank Claims, in accordance
with that holder's right under the Bank Credit Agreement.  The
term loans will include the amount of any draws on certain
outstanding letters of credit and any amount required to be
included in the loan agreement, if any.  The term loans will be
in periodic installments maturing on December 31, 2009, at an
interest rate based on London interbank market rates.

The Reorganized U.S. Debtors' obligations with respect to the
Secured Term Loan Agreement will be secured by Liens on
substantially all of their domestic assets and on 65% of the
equity in foreign subsidiaries they own.  The Liens will be
junior only to the Liens securing any exit financing facility
and the $312,067,000 converted portion of the Tranche C Loans,
if any.  The Liens will be pari passu with the Reorganized
Federal-Mogul Secured Surety Notes, if any.

                 Distributions Under the Plan

The Reorganized Federal-Mogul may act as, or may appoint, a
disbursing agent to hold and distribute the consideration to the
holders of Allowed non-asbestos related Claims.  The Disbursing
Agent does not include any Indenture Trustee to the Notes or
Indentures.

                     Establishment of Trust

On the Effective Date, the Section 524(g) Trust will be
established to assume exclusive liability for all Asbestos
Personal Injury Claims.  The Trust will hold and administer the
assets vested to it, liquidate the Asbestos Claims and make
distributions to holders of allowed Asbestos Claims from the
Trust Assets.  Distributions with respect to Asbestos Personal
Injury Claims will be made by the Section 524(g) Trust in
accordance with the resolution procedures to be proposed for
Asbestos Personal Injury Claims.

T&N and its subsidiaries are covered by an Asbestos Liability
Policy known as the Hercules Policy.  The Hercules Policy is
underwritten by T&N's captive insurance company, Curzon
Insurance Ltd. and reinsured by Three European reinsurance
companies, Munchener Ruckversicherungs-Gesellschaft AG, European
International Reinsurance Co. Ltd and Centre Reinsurance
International Co.  The Hercules Policy obligates the insurer to
indemnify T&N for any and all ultimate Net Loss in excess of the
retained limit, for asbestos-related claims made or brought on
or after July 1, 1996.  The Hercules Policy has a GBP500,000,000
or $845,000,000 aggregate limit with a GBP690,000,000 or
$1,166,000,000 retained limit.  As of December 31, 2001, the
Ultimate Net Loss was GBP366,896,601, with GBP111,849,228 of
this loss incurred in 2001.  The Debtors believe that the
Ultimate Net Loss is currently over GBP73,000,000.  These
amounts, however, are subject to challenge by the re-insurers.

The Plan provides special provisions applicable to T&N and other
Hercules-Protected Entities.  Among other things, the Trust on
the Effective Date will assume liability for all Asbestos
Personal Injury Claims against the Hercules-Protected Entities.
Pending the exhaustion of all liability coverage for such Claims
under the Hercules Policy, the Trust and the applicable
Reorganized Debtor will be jointly and severally liable for the
Asbestos Personal Injury Claims against that Debtor.  The
Trust's assumption of the Asbestos liabilities will not give
rise to any right of contribution or indemnity in favor of any
subrogee of the Reorganized T&N or the Hercules-Protected
Entities against the Trust.  On the Effective Date, each
Reorganized Debtor's Asbestos liability will automatically and
by operation of the Plan, the Scheme of Arrangement and the
Confirmation Order, become non-recourse as to the applicable
Reorganized Debtor and all of its property and interests in the
property.

Concurrently, a Trust Advisory Committee will be appointed to
oversee the Section 524(g) Trust.  Five members from the
Asbestos Claimants Committee will be selected to act as initial
members to the Trust Advisory Committee.

               Continued Corporate Existence

Each of the Reorganized Debtors will continue to exist after the
effective date of the Plan as a separate corporate entity.  Each
Debtor's estate will revest in the applicable Reorganized Debtor
free and clear of all Claims, Liens, encumbrances and other
Interests, in accordance with the Plan and the Confirmation
Order.

On or subsequent to the Effective Date, the Reorganized Federal-
Mogul, in the discretion of the new board of directors, may take
actions necessary to effect the liquidation, dissolution or
other disposition of some or all of the Inactive Debtor
Subsidiaries.

Federal-Mogul discloses that two U.S. Debtors and 74 U.K.
Debtors may be dissolved as part of the Plan.  The U.S. Debtors
are Federal-Mogul Mystic Inc. and Federal-Mogul Puerto Rico,
Inc.

               Reorganization Beats Liquidation

To confirm their plan of reorganization, Federal-Mogul will
demonstrate at the Confirmation Hearing that the distributions
creditors receive under the Plan are superior to what creditors
would get in the event of a chapter 7 liquidation.  This
demonstration is what's meant by the so-called "best interests"
test under the Bankruptcy Code.

To estimate potential returns to holders of Claims and Equity
Interests in liquidation under Chapter 7 of the Bankruptcy Code,
Federal-Mogul determined the amount of liquidation proceeds that
might be available for distribution and the allocation of the
proceeds among the Classes of Claims and Equity Interests based
on their relative priority.  With the assistance of its
financial advisor Rothschild Inc., Federal-Mogul considered many
factors and data and even assumed that the bids received for its
significant assets would be similar from the bids it has
received from sales and inquiries in recent months.

Based on the results of its liquidation analysis, Federal-Mogul
believes that a Chapter 7 liquidation of its assets would result
in a diminution in the value to be realized by the holders of
Unsecured Claims and Equity Interests.  The creditors and equity
security holders will recover less than the proposed
distribution under the Plan.

Federal-Mogul notes that any liquidation proceeds that would be
recovered would be allocated in this priority:

  (1) to the Claims of secured creditors to the extent of the
      value of their collateral;

  (2) to liquidation costs, fees and expenses, as well as other
      administrative expense in Chapter 7 cases, including tax
      liabilities;

  (3) to the unpaid Chapter 11 Administrative Claims;

  (4) to Priority Tax Claims and other Claims entitled to
      priority in payment under the Bankruptcy Code;

  (5) to Unsecured Claims; and

  (6) to holders of Old Federal-Mogul Common Stock.

The liquidation itself might trigger certain Priority Claims
like the Claims for severance pay, and would likely accelerate
Claims. In case of tax, Federal-Mogul maintains that it is
possible that the Internal Revenue Service would assert all of
its claims as Priority Tax Claims rather than asserting them in
due course as is expected to occur under Chapter 11 cases.  
These Priority Claims would be paid in full out of the net
liquidation proceeds, after paying previously allocated
obligations and before the balance would be made available to
pay Unsecured Claims or to make any distributions for Equity
Interests.

The Debtors could also be liquidated under Chapter 11.  The
Debtors' assets could be sold in a more orderly fashion over a
longer period of time.  Compared with the proceeds of a Chapter
7 liquidation, Federal-Mogul believes that the potential
recovery under Chapter 11 liquidation will be larger.  But the
downside, Federal-Mogul tells the Court, is that any
distribution to the Claimholders under a Chapter 11 liquidation
plan would be substantially delayed.  This delay in distribution
could result in lower present values received and higher
administrative costs.

          Scheme of Arrangement Involving U.K. Debtors

The Administrators of certain of the U.K. Debtors have
concurrently proposed Schemes of Arrangement that parallel the
provisions of the Plan with respect to the classification and
treatment of Asbestos Personal Injury Claims against those U.K.
Debtors.  While the confirmation of the Plan is not conditioned
on sanctioning of each Scheme of Arrangement by the U.K. Court,
the Plan Effective Date will not occur unless and until the U.K.
Court has sanctioned the applicable schemes of arrangement.
Conversely, the confirmation of the Plan is a condition
precedent to the approval of the Schemes of Arrangement.  The
Plan Proponents, however, may waive the requirements. (Federal-
Mogul Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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 COMPANIES: Signing-Up Pachulski Stang as Co-Counsel
-----------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates seek to
employ the firm of Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C. as their bankruptcy co-counsel to file and
prosecute their Chapter 11 cases.

Peter S. Wilmott, Fleming's President and Interim Chief
Executive Officer, tells the Court that the Debtors seek to
retain Pachulski as their attorneys because of the Firm's
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11
of the Bankruptcy Code before the Delaware courts.  In preparing
for its representation of the Debtors in these cases, Pachulski
has become familiar with the Debtors' business and affairs and
many of the potential legal issues, which may arise in the
context of these Chapter 11 cases.

Subject to Court approval, compensation will be payable to
Pachulski on an hourly basis, plus reimbursement of actual,
necessary expenses and other charges.  The principal attorneys
and paralegals presently designated to represent Debtors and
their current standard hourly rates are:

             Professional           Hourly Rate
             ------------           -----------
          Laura Davis Jones             $560
          Ira Kharasch                  $495
          Scotta E. McFarland           $415
          Christopher J. Lhulier        $280
          Cheryl A. Knotts              $130

These hourly rates are subject to periodic adjustments to
reflect economic and other conditions.  Other attorneys and
paralegals may from time to time serve the Debtors in connection
with the matters herein described.

Specifically, without limitation, Pachulski will:

  A. provide legal advice with respect to their powers and
     duties as debtors in possession in the continued operation
     of their businesses and management of their properties;

  B. prepare and pursue confirmation of a plan and approval
     of a disclosure statement;

  C. prepare necessary applications, motions, answers,
     orders, reports and other legal papers on behalf of the
     Debtors;

  D. appear in Court and to protect the interests of Debtors
     before the Court; and

  E. perform all other legal services for Debtors which may
     be necessary and proper in these proceedings.

Pachulski Partner Laura Davis Jones assures the Court that the
Firm has not represented Debtors, their creditors, equity
security holders, or any other parties in interest, or its
respective attorneys, in any matter relating to Debtors or their
estates.  In addition, Pachulski does not hold or represent any
interest adverse to Debtors' estates, is a "disinterested
person' as that phrase is defined in Section 101(14) of the
Bankruptcy Code, and the employment is necessary and in the best
interests of Debtors and their estates.

Ms. Jones informs the Court that Pachulski has received $524,070
including $24,070 in filing fees from the Debtors in connection
with the preparation of initial documents and its proposed
postpetition representation of Debtors.  $200,000 of that amount
has been applied to posted and estimated, unposted professional
fees, charges and disbursements incurred through the Petition
Date and the filing fees.  The remainder will serve as the
retainer for these cases.  To the extent any portion of the
$200,000 is remaining after the exact amount of the Prepetition
Fees and Expenses has been determined and paid in full, the
amount will be credited to the retainer. (Fleming Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FRUIT OF THE LOOM: Settles Dispute with Travelers & US Customs
--------------------------------------------------------------
Fruit of the Loom, Ltd. Liquidation Trust, New FOL, Inc., the
U.S. Department of Homeland Security, Bureau of Customs and
Border Protection and Travelers Casualty & Surety Company, agree
to a stipulation resolving their claims dispute.

On May 30, 2002, Customs filed three proofs of claim asserting
claims for liquidated damages and unliquidated/contingent
duties, fees and other charges and asserting that each claim was
entitled to priority as an administrative expense of the
Debtors' estates.  Specifically, Customs filed:

    a) Claim No. 8991 for $7,602 in liquidated damages, which
       has been reduced to $6,602;

    b) Claim No. 8992 for $2,472,440 in liquidated damages and
       for unliquidated/contingent duties, fees and other
       charges; and

    c) Claim No. 8993 for $2,472,440 in liquidated damages and
       for unliquidated/contingent duties, fees and other
       charges.

In subsequent filings, Claim No. 8993 was expunged.

Travelers filed Claim No. 5534 for unliquidated damages, which
was classified in part as an unsecured non-priority claim and in
part as an unsecured priority claim.  Travelers, as surety,
issued customs bonds for Fruit of the Loom -- Bond Nos.
109804181, 119703791, 109729723 and 109730832.  The Bonds
obligated Travelers to pay any liability arising from Fruit of
the Loom's failure to pay its customs duties.  Customs issued to
Travelers six Notices of Liquidated Damages for $1,000, $2,718,
$1,884, $1,605,225, $110,236 and $867,215.

Customs duties and customs bonds are expenses in the ordinary
course of the apparel business.  Parties importing merchandise
into the U.S. for commercial purposes must have a customs bond
in place to insure the payment of customs duties and other
charges.

Customs assessed liquidated damages for Fruit of the Loom's
alleged failure to complete its postpetition Customs
reconciliation entries in a timely fashion.  The Customs Claims
also assert claims for duties, fees and other charges owed by
Fruit of the Loom that had not been liquidated on the Effective
Date.

The FOL Trust, Reorganized Fruit of the Loom, Travelers and
Customs have reached an agreement wherein:

    -- Reorganized Fruit of the Loom and Travelers will pay
       $24,071 each;

    -- Customs will offset a $23,434 overpayment on Customs'
       prepetition claim and $71,900 in diverted refunds for
       postpetition entries by the Debtors in full satisfaction
       of the liquidated portions of the Customs Claims;

    -- The Customs Claims will be amended to reflect that the
       $6,602 and $2,472,440 in liquidated damages are
       satisfied by Travelers and Reorganized Fruit of the
       Loom and the Set-off; and

    -- Travelers will pay Customs $126.

Accordingly, Judge Walsh approves the parties' stipulation.
(Fruit of the Loom Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


GREAT ATLANTIC: S&P Concerned about Continued Weak Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Montvale, N.J.-based Great Atlantic & Pacific
Tea Co., on CreditWatch with negative implications, reflecting
continued weak operating performance, declining cash flow
protection, rising leverage, and a very cautious outlook for the
future.
     
EBITDA fell 45% for the fourth quarter of 2002 (ended Feb. 22,
2003) from the prior year quarter. This followed a 55% drop in
EBITDA in third quarter 2002. Although positive same store sales
were reported for the company as a whole, for U.S. operations
this measure fell 0.7% for the fourth quarter and 1% for the
year. Canada's same store sales were positive in the mid- to
high-single digits for both periods. Moreover, promotional
activity due to intense competitive conditions severely affected
gross margin for the quarter and the year.  Rising costs,
particularly for employee benefits, and the lack of sales
leverage also contributed to a lower EBITDA margin.  In an
effort to improve results, the company has realigned its
management structure, eliminated overhead, and improved its
supply chain logistics. "However, these actions have been
insufficient to offset the impact of soft sales and higher
costs," said Standard & Poor's credit analyst Mary Lou Burde.  

EBITDA coverage measured 1.7x for 2002 and total debt covered
EBITDA by 6.1x. To improve its financial condition, the company
is selling non-strategic assets, including its New England
stores and its Eight O'Clock Coffee business. It expects to
receive $300 million in proceeds from asset sales, to be used to
pay down bank debt. Near-term financial flexibility should be
provided by the company's revolving credit facility, which was
amended in February 2003 to provide covenant relief.

Given expectations for a continued tough operating environment,
rising employee benefit costs, and the anticipated loss of $40
million in EBITDA currently generated by assets to be sold,
near-term operating profit is likely to remain under intense
pressure. Standard & Poor's will meet with management to
evaluate plans for the U.S. turnaround, the progress of asset
sales, and prospects for improving the company's financial
condition.


HAYES LEMMERZ: Enters Stipulation with Committee re CERP Program
----------------------------------------------------------------
Pursuant to the Court-approved Critical Employee Retention Plan
of Hayes Lemmerz International, Inc., and its debtor-affiliates,
certain critical employees are eligible to earn a Restructuring
Performance Bonus and a Retention Bonus, provided that any
Retention Bonuses are to be reduced by and to the extent of any
sign-on/retention bonuses paid to any employee pursuant to a
prepetition employment agreement.  Specifically, the CERP states
that, "a Retention Bonus shall be reduced by the amount of any
retention bonuses covering the same period that a Participant
may have received pursuant to an employment agreement."  
However, the CERP does not specify whether the Retention Bonuses
are to be offset by the gross pre-tax amount of any sign-
on/retention bonuses, or the net after-tax amount of the sign-
on/retention bonuses.

The Debtors, Committee and the agent for the Debtors' DIP Credit
Facility, after reviewing and evaluating the various issues
presented, have agreed to clarify the CERP in accordance with
representations made to employees and employees' expectations,
by specifying that Retention Bonuses and Restructuring
Performance Bonuses due and payable under the CERP will be
offset by the net after-tax amount of any sign-on/retention
bonuses paid under any prepetition employment agreement.

By this motion, the Debtors ask the Court to approve their
stipulation with the Secured Lenders and Creditors' Committee
regarding the implementation of the Critical Employee Retention
Plan.

The Debtors, the Committee and the Agent have determined that a
sound business justification exists to clarify certain aspects
of the CERP program to increase company morale and offer the
Debtors' employees a degree of certainty with respect to their
retention bonuses.  The Debtors, Committee and Agent also
believe that resolving any potential ambiguity is beneficial to
all parties involved.  Finally, the Debtors, the Committee and
the Agent believe that this clarification will align the CERP
program with prior representations made to the Debtors'
employees. (Hayes Lemmerz Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HOLLINGER: Intends to Complete Retraction of Preference Shares
--------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C) will complete the retraction of all
shares recently submitted for retraction, being 504,989 Series
II Preference Shares (TSX:HLG.PR.B) and 662,300 Series III
Preference Shares (TSX:HLG.PR.C), for 232,293 shares of Class A
common stock of Hollinger International Inc. and approximately
$6,000,000 cash in the aggregate, respectively. Giving effect to
such retractions there will continue to be outstanding 3,775,990
Series II Preference Shares (exchangeable for 1,736,955 shares
of Class A common stock of Hollinger International Inc.) and
9,484,925 Series III Preference Shares.

If and when any shares are subsequently submitted for retraction
or on their redemption date (April 30, 2004 in the case of the
Series III Preference Shares and April 30, 2008 in the case of
the Series IV Preference Shares), Hollinger will review its then
liquidity position to determine whether further retractions or
the redemptions can be completed. Hollinger will not complete
retractions or redemptions if to do so would unduly impair its
liquidity. In such event the retractions and redemptions would
be completed subsequently as soon as Hollinger's liquidity
position permits, in order determined by their retraction date
or redemption date, as applicable. Holders would not become
creditors of Hollinger but would remain as shareholders until
such time as the retractions or redemptions are completed.
Hollinger's ability to make payments on future retractions and
redemptions of shares is uncertain due to the fact that
liquidity of its assets is limited at present given that
substantially all of its shares of Hollinger International Inc.,
being its principal asset, were provided as security for
Hollinger's recently issued senior secured notes.

Hollinger has made an offer to holders of its Series III
Preference Shares to exchange them for Series IV Preference
Shares on a share-for-share basis. The terms of the new Series
IV Preference Shares will provide for redemption on April 30,
2008 at $10.00 cash per share (plus dividends) and an annual
cumulative dividend, payable quarterly, of $0.80 per share (or
8%) during the five-year term. Holders will have the right at
any time to retract Series IV Preference Shares for a retraction
price payable in cash which, during the first four years will be
calculated using 95% of prices for Government of Canada Bonds
having a comparable yield and term, and during the fifth year
will be $9.50 per share (plus unpaid dividends in each case).
The offer expires on May 27, 2003 and is conditional upon
acceptance by holders of not less than 5,000,000 Series III
Preference Shares.

The offer will enable holders of Series III Preference Shares to
increase their dividend yield immediately and extend the term of
their investment at the 8% dividend rate for a further four
years.

Hollinger's principal asset is its approximately 72.7% voting
and 30.3% equity interest in Hollinger International Inc.
(NYSE:HLR). Hollinger International is a global newspaper
publisher with English-language newspapers in the United States,
Great Britain, and Israel. Its assets include The Daily
Telegraph, The Sunday Telegraph and The Spectator and Apollo
magazines in Great Britain, the Chicago Sun-Times and a large
number of community newspapers in the Chicago area, The
Jerusalem Post and The International Jerusalem Post in Israel, a
portfolio of new media investments and a variety of other
assets.

As reported in Troubled Company Reporter's April 16, 2003
edition, Standard & Poor's Ratings Services lowered the long-
term corporate credit rating on newspaper publisher Hollinger
Inc. to 'CCC+' from 'BB-', the global scale preferred share
rating to 'CC' from 'B-', and the Canadian national scale
preferred share rating to 'CC' from 'P-4(Low)'. At the same
time, the 'B' senior secured debt rating on Hollinger Inc. was
affirmed.

In addition, Standard & Poor's affirmed its ratings on Toronto,
Ontario-based Hollinger Inc.'s subsidiary (70.7% voting control
and 29.6% equity stake), Hollinger International Inc., and
Hollinger International's wholly owned subsidiary, Hollinger
International Publishing Inc., including the 'BB-' long-term
corporate credit ratings. The outlooks are negative.


IMCLONE SYSTEMS: Robert F. Goldhammer Steps Down as Board Chair
---------------------------------------------------------------
ImClone Systems Incorporated (Nasdaq:IMCLE) announced that, in
connection with a previously disclosed internal review related
to withholding tax liabilities associated with the exercise of
certain options and warrants, the following Board and executive
changes are effective immediately:

-- Robert F. Goldhammer has resigned as Chairman of the Board.
   Mr. Goldhammer has also decided not to stand for re-election
   to the Board of Directors at the next annual shareholders'
   meeting. Mr. Goldhammer will serve out his current term as a
   Director.

-- Harlan W. Waksal, M.D., currently President and Chief
   Executive Officer of ImClone, has resigned from these
   positions. Dr. Waksal has been named Chief Scientific Officer
   of the Company, with responsibility for research, clinical,
   regulatory, quality assurance and manufacturing.

-- Daniel S. Lynch, currently Senior Vice President, Finance,
   and Chief Financial Officer, has been named Senior Vice
   President, Chief Administrative Officer and Chief Financial
   Officer. In addition to his current responsibilities for
   finance, control and compliance, human resources,
   communications, and information technology, Mr. Lynch will
   assume responsibility for the sales and marketing, legal and
   business development departments. Mr. Lynch will serve as
   acting Chief Executive Officer until a permanent Chief
   Executive Officer has been named.

In addition, ImClone Systems issued the following statement:
"The Company's current difficulties led the independent members
of the Board of Directors to conclude that a change in
leadership was appropriate. The Company has commenced a search
for a permanent Chief Executive Officer. ImClone Systems will
continue to benefit from Harlan Waksal's scientific leadership
in his new role as Chief Scientific Officer."

ImClone Systems remains committed to finalizing the review of
the circumstances relating to the previously disclosed
withholding tax issues and to filing the Company's annual report
on Form 10-K as soon as possible.

ImClone Systems Incorporated, whose September 30, 2002 balance
sheet shows a total shareholders' equity deficit of about $117
million, is committed to advancing oncology care by developing a
portfolio of targeted biologic treatments, designed to address
the medical needs of patients with cancer. The Company's three
programs include growth factor blockers, angiogenesis inhibitors
and cancer vaccines. ImClone Systems' strategy is to become a
fully integrated biopharmaceutical company, taking its
development programs from the research stage to the market.
ImClone Systems is headquartered in New York City with
additional administration, manufacturing and laboratory
facilities in Somerville, New Jersey and Brooklyn, New York.


INTEGRATED HEALTH: Rotech Wants Final Decree Delayed to Oct. 10
---------------------------------------------------------------
The Reorganized Rotech Healthcare Debtors ask the Court to delay
automatic entry of a final decree closing the Rotech Cases until
October 10, 2003.  The Rotech Debtors also ask that the Court
extend the date for filing a final report and accounting to the
earlier of September 12, 2003, or 15 days before the hearing on
any motion to close the Rotech cases, without prejudice to their
right to seek a further extension or seek a final decree closing
the cases prior to October 10, 2003.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that the Reorganized
Rotech Debtors have been working diligently since the Effective
Date of the Rotech Plan to review and reconcile the proofs of
claim filed in these cases and to prosecute or resolve all
pending claim objections.  They have made substantial progress
with respect to the claims administration process to date, and
at this point are making a final review of the claims register
to determine if any additional objections need to be fled before
entry of a final decree.  However, there are still disputed
claims that have not been resolved or litigated, and the
Reorganized Rotech Debtors are preparing to present evidence to
the Court in connection with certain adjourned claims
objections.

Mr. Brady believes that delaying entry of a final decree will
help ensure that distributions are made under the Rotech Plan
only to those actual creditors, and in amounts, as are
appropriate.  Moreover, a final report and accounting will not
be accurate since the claims administration process has not come
to a conclusion.

A hearing on the motion is scheduled on May 7, 2003.  By
application of the Local Rules applicable in the Bankruptcy
Court in Delaware, the deadline to file final report and
accounting by Rotech is automatically extended through the
conclusion of that hearing. (Integrated Health Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERWAVE COMMS: Implements Reverse Split to Keep Nasdaq Listing
----------------------------------------------------------------
InterWAVE(R) Communications International, Ltd. (Nasdaq: IWAV),
a pioneer in compact wireless voice communications systems,
announced financial results for the third fiscal quarter and
nine-month period ended March 31, 2003.

For the quarter, the Company reported total revenues of $6.6
million, compared to $8.0 million in the prior quarter and $14.7
million for the comparable quarter last year. The Company
reported a net loss of $5.5 million, or $(0.81) per share
[$(0.08) per share pre-reverse-split], compared to a net loss of
$8.0 million, or $(1.20) per share [$(0.12) per-share pre-
reverse-split], for the prior quarter and $2.0 million, or
$(0.35) per share [$(0.04) per share pre-reverse-split], for the
third quarter last year. Net losses per share have been restated
to give retroactive recognition to a one-for-ten reverse stock
split effective April 30, 2003.

Several large orders which were expected to close during the
third quarter were delayed due to finalization of customer
letters of credit. The Company expects much of this delayed
business to close during the fourth fiscal quarter.

Cal Hoagland, chief financial officer of interWAVE, commented,
"Our diligence and focus on reducing expenses has resulted in a
24 percent reduction in combined R&D and SG&A expenses compared
to the December quarter and a 28 percent reduction compared to
last year's third quarter. Our global headcount has been reduced
by nearly one third in the past year, as we focus on sizing the
enterprise appropriately for the available business. Clearly,
global economic and political issues, including tensions in the
world, have had a severe impact on the international business
interWAVE is pursuing. The international markets are not only
more conservative regarding capital expenditures, but it has
become substantially more challenging for our customers to
obtain acceptable and/or timely credit arrangements given
current conditions. We continue to improve our product offerings
and are dedicated to attracting and qualifying new customers,
and we will continue to carefully manage our resources during
this challenging period."

Net cash burn for the quarter was $4.4 million, comprising the
combined reduction of cash and cash equivalents, short-term
investments and restricted cash. The corresponding GAAP
financial information and a reconciliation from net cash burn to
GAAP is contained in the attached financials, and available on
the Investor Relations section of our website at www.iwv.com .
The Company's combined cash balances at the end of March were
$5.4 million, comprising cash and cash equivalents, short-term
investments and restricted cash.

For the quarter, combined research and development (R&D) and
selling, general and administrative (SG&A) expenses declined to
$7.2 million. This compares with combined R&D and SG&A expenses
of $9.4 million in the second quarter and $10.0 million for the
comparable third quarter last year.

For the nine-month period ended March 31, 2003, the Company
reported revenues of $21.5 million, compared with revenues of
$35.7 million for the comparable nine-month period last year.
The Company reported a net loss of $23.1 million or $(3.59) per
share [$(0.36) per share pre-reverse-split], compared with a net
loss of $25.4 million, or $(4.54) per share [$(0.45) per share
pre-reverse-split], for the nine-month period last year. Net
losses per share have been restated to give retroactive
recognition to a one-for-ten reverse stock split effective April
30, 2003.

During the quarter, follow-on business from existing customers
was 86 percent of revenues. Of that follow-on business, 16
percent was from the Company's Asia Pacific region, 43 percent
was from the Company's North America region, and 40 percent was
from the Europe, Middle East and Africa region. During the
quarter, business from new customers was 14 percent of revenues.
Of that new business, 84 percent was from the Europe, Middle
East and Africa region, and 16 percent was from the North
America region.

"The African continent continues to be a strong market for
interWAVE, and represents a region where our solution is
particularly appropriate for the demographics and the
technological requirements," Mr. Hoagland continued. "Our GSM
solution is well-established throughout the African continent
and during the quarter, we broadened our product offerings to
other regions of the world by obtaining a license under
QUALCOMM's patent portfolio to develop, manufacture and sell
CDMAOne(TM) and CDMA2000(R) 1X/1xEV-DO infrastructure equipment.
By taking the expertise interWAVE has developed in the GSM
space, and expanding into the CDMA space, we believe new
opportunities for growth exist for interWAVE."

          interWAVE Implements Reverse Stock Split
              to Maintain Nasdaq NMS Listing

With the intent of maintaining the Company's long-term
compliance with Nasdaq's listing requirements, a special meeting
of interWAVE's stockholders was held on January 24, 2003, at
which time the Company's stockholders approved a proposal to
grant the Board of Directors discretionary authority to
implement a reverse stock split at an exchange ratio within a
range from one-for-five to one-for-fifteen. Pursuant to this
authority, interWAVE's Board has approved a one-for-ten reverse
stock split, effective April 29, 2003.

Cal Hoagland, interWAVE's CFO, stated, "Our Board evaluated
several options -- maintaining a Nasdaq National Market listing
status, moving to the Nasdaq Small Cap Market, or moving to the
over-the-counter market. The Board believes that maintaining a
Nasdaq National Market listing is in our shareholders' best
interest, as such a listing has the potential to provide greater
share liquidity by way of higher trading volumes, lower bid-ask
spreads, and a higher number of market makers; a greater
potential of attracting institutional investors; and less burden
in complying with state securities law, should the Company seek
to obtain future financings. Given our recent share price, the
Board deemed a reverse stock split to be the best solution to
maintaining our National Market listing status."

Nasdaq has previously allowed interWAVE to operate under an
exception to the minimum bid price rule due to the pending
approval of a proposed rule change by the Securities and
Exchange Commission. The proposed rule change, if fully approved
by the SEC, would serve to lengthen the grace period for Nasdaq
National Market companies that do not meet the minimum bid price
requirement from 90 to 180 days, and would also allow companies
that meet various core initial listing criteria a second 180-day
grace period. Earlier this year, Nasdaq found that interWAVE
appeared to qualify for the proposed rule change's second 180-
day grace period, which would have lasted until July 28, 2003.

On April 14, 2003, however, Nasdaq reevaluated interWAVE's
qualification for the proposed rule change's second 180-day
grace period and determined that the Company no longer met the
requirements. Nasdaq granted interWAVE a short additional
extension, until April 30, 2003, to enable the Company to
implement its plan to effect a reverse stock split sufficient to
maintain a $1 per share closing bid price for a minimum of ten
consecutive trading days.

Once the reverse stock split is complete, there can be no
assurance the Company will be able to meet the $1 per share
closing bid price requirement in the future.

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks that minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems and broadband
wireless data networks that deliver scalable IP, ATM broadband
networks. interWAVE's highly portable, mobile cellular networks
and broadband wireless solutions provide vital and reliable
wireless communications capabilities for customers in over 50
countries. The Company's U.S. subsidiary is headquartered at 312
Constitution Drive, Menlo Park, California, and can be contacted
at http://www.iwv.com

                           *    *    *

                 Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange
Commission on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


ISKCON KRISHNA: Seeking Claimants in Chapter 11 Reorganization
--------------------------------------------------------------
Eleven temples of the International Society for Krishna
Consciousness (ISKCON), are publishing legal notice April 30,
2003 in international newspapers, magazines and websites in an
effort to contact any parties having claims against them,
including any students who may have been abused in Krishna
boarding schools in the 1970's and 1980's.

The publication is part of a Chapter 11 Reorganization Plan to
be submitted to Federal Bankruptcy Courts in West Virginia and
California, on behalf of the eleven ISKCON corporations, which
originally filed for Chapter 11 protection in March 2002.

In June 2000, 91 plaintiffs in Dallas, Texas, filed a $400
million lawsuit against the temples and several individuals. The
suit was dismissed by U.S. Federal Court in September 2001 but
was again filed in Texas State Court in October 2001. The
temples claim that the damages sought by the plaintiffs are
greater than the collective assets of the temples and
individuals named in the suit, and would destroy their religious
communities.

"The suit threatens to close places of worship and punish
innocent families that had nothing to do with these
allegations," said Anuttama Dasa, ISKCON spokesperson. "Through
Chapter 11, we hope to balance the legitimate needs of any of
our young people that may have been abused, while protecting the
rights of our members and families to maintain a place of
worship," Dasa said.

In addition to protecting the temples during the reorganization
process, one of the primary purposes of the Chapter 11 is to
ascertain the extent of the claims against the temples,
including abuse claims, and to provide a procedure for
processing them.

An unusual feature of the reorganization plan is to provide
compensation for youth that may have been abused but who chose
to not sue. The Chapter 11 plan that the temples will submit to
the court will provide for payments to any young person who may
have suffered abuse -- whether or not they are part of the Texas
suit.

"We are working on reorganization plans that will provide
meaningful compensation for anyone found to have a valid claim,"
said David Liberman, ISKCON's general counsel. "The judge will
determine the capacity of these temples to pay based on the
Court's analysis of their assets, and not on the whims of an
inflamed or biased jury. We believe this is the fairest
solution."

Sanford L. Frey, ISKCON bankruptcy counsel, added, "Another
unusual goal of the Chapter 11 is to provide an orderly, cost-
effective method of ascertaining legitimate claims so that more
proceeds are provided to legitimate claimants, rather than for
legal fees resulting from time-consuming litigation."

In 1990, the ISKCON Governing Body Commission established
ecclesiastical policies mandating abuse prevention training and
the reporting of allegations of abuse to government authorities.
In 1996, an independent organization, Children of Krishna, was
formed to provide grants for counseling and education for
Krishna youth.

In 1998, a professionally staffed Child Protection Office was
established to investigate allegations of abuse, provide grants
for youth who may have been abused, and to assure the ongoing
protection of Krishna children.

ISKCON, or the Hare Krishna movement, is part of the ancient
Vaishnava, or monotheistic religious tradition within Hindu
culture. The Krishna tradition was brought to the west in 1965
by A.C. Bhaktivedanta Swami Prabhupada, who founded the first
ISKCON temple in New York City.


JLG INDUSTRIES: S&P Rates Proposed $125MM Senior Notes at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
JLG Industries Inc.'s proposed offering of $125 million senior
unsecured notes due in 2008 (144A with registration rights). In
addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on JLG and its other ratings.

The proposed senior unsecured notes, when issued, will be
subordinated to all existing and future secured debt and will
rank senior to JLG's existing and future subordinated
indebtedness, including its 8-3/8% senior subordinated notes due
2012. The proceeds from the notes offering will be used to repay
outstanding debt and reduce commitment levels under JLG's senior
credit facilities. The outlook is negative.

Hagerstown, Md.-based JLG is a construction equipment
manufacturer with total consolidated balance sheet debt of about
$372 million at Jan. 31, 2003.

"We are concerned over limited prospects for a significant
turnaround in JLG's end-markets over the near term and resulting
reduced credit measures compared with previous expectations,"
said Standard & Poor's credit analyst Nancy Messer.

Although JLG is the world's largest manufacturer of aerial work
platforms, it is exposed to cyclical and competitive markets.
JLG sells a well-respected, but narrow, product line and has
only one significant competitor in the U.S., Genie Industries,
which was purchased in late 2002 by Terex Corp. (BB-/Stable/--).
The competitive impact of Genie's purchase by the larger, more
diverse Terex is not yet clear, but a price war is not expected.


LASERSIGHT TECH.: Commences OTCBB Trading Effective April 30
------------------------------------------------------------
The Nasdaq Stock Market, Inc. delisted LaserSight Incorporated's  
(Nasdaq: LASEC) securities from the Nasdaq SmallCap Market
effective with the opening of business on April 30, 2003. The
Company's securities immediately commenced trading on the OTC
Bulletin Board effective with the open of business on Wednesday,
April 30, 2003.

The Company had previously requested an extension of time to
comply with the Listing Qualifications Panel's April 15, 2003
decision that required the Company to, on or before May 1, 2003,
file a definitive proxy statement with the Securities and
Exchange Commission and Nasdaq evidencing its intent to seek
shareholder approval for the implementation of a reverse stock
split, and thereafter, on or before June 6, 2003 demonstrate a
closing bid price of at least $1.00 per share and, immediately
thereafter, a closing bid of at least $1.00 per share for a
minimum of ten consecutive trading days. Because of the
Company's inability to timely satisfy the requirements of the
Panel's April 15th decision, the Company's request for the
extension was denied.

                         *     *     *

In the Company's Form 10-Q for the period ended September 30,
2002, LaserSight's independent auditors, KPMG, in its report,
stated:

"We have reviewed the condensed consolidated balance sheet of
LaserSight Incorporated and subsidiaries as of September 30,
2002, and the related condensed consolidated statements of
operations for the three and nine-month periods ended September
30, 2002 and 2001 and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 2002
and 2001. These condensed consolidated financial statements are
the responsibility of the Company's management.

"We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.

"Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the
United States of America.

"We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet of LaserSight Incorporated and
subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity, and
cash flows for the year then ended (not presented herein); and
in our report dated March 22, 2002, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2001, is fairly
stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

"Our report dated March 22, 2002, on the consolidated financial
statements of LaserSight Incorporated and subsidiaries as of and
for the year ended December 31, 2001, contains an explanatory
paragraph that states that the Company's recurring losses from
operations and significant accumulated deficit raise substantial
doubt about the entity's ability to continue as a going concern.
The consolidated balance sheet as of December 31, 2001, does not
include any adjustments that might result from the outcome of
that uncertainty."

The Company's management, in the same filing, said: "We have
significant liquidity and capital resource issues relative to
the timing of our accounts receivable collection and the
successful completion of new sales compared to our ongoing
payment obligations and our recurring losses from operations and
net capital deficiency raises substantial doubt about our
ability to continue as a going concern. We have experienced
significant losses and operating cash flow deficits, and we
expect that operating cash flow deficits will continue without
improvement in our operating results. In August 2002, we
executed definitive agreements relating to our China
Transaction. As a result, the Company's short-term liquidity has
improved and its operations are improving. Further improvements
in revenues will be needed to achieve profitability and positive
cash flow."


LEAP WIRELESS: Look for Schedules and Statements by May 27, 2003
----------------------------------------------------------------
Pursuant to Rules 1007(a)(3), (b) and (c) of the Federal Rules
of  Bankruptcy Procedure, unless the Court orders otherwise,
within 15 days after the entry of the order for relief, a
Chapter 11 debtor must file various schedules and statements
with the court, including:

      (i) a schedule of assets and liabilities;

     (ii) a statement of financial affairs;

    (iii) a schedule of current income and expenditures;

     (iv) a statement of executory contracts and unexpired
          leases; and

      (v) a list of equity security holders.  

Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, tells the Court that Leap Wireless International
Inc., and its debtor-affiliates are large and complex
enterprises with operations throughout North America.  It
is impossible for the Debtors to assemble, within 15 days of the
Petition Date, all of the information necessary to complete and
file the Schedules because of:

    (a) the substantial size and scope of the Debtors' business;

    (b) the complexity of their financial affairs;

    (c) the limited staffing available to perform the required
        internal review of their accounts and affairs; and

    (d) the press of business incident to the commencement of
        these cases.  

Leap is a publicly traded company, the common stock of which is
widely held.  The Debtors have over 13,500 vendors and creditors
and more than 1,400 employees.  The Debtors must ascertain the
pertinent information, including addresses and claim amounts,
for each of these parties to complete the Schedules on a debtor-
by-debtor basis.  

Given the urgency with which the Debtors sought Chapter 11
relief and the more critical and weighty matters that the
Debtors' limited staff of accounting and legal personnel must
address in the early days of these cases, Mr. Klyman relates
that the Debtors will not be in a position to complete the
Schedules by the date required by Bankruptcy Rule 1007.  
Nevertheless, recognizing the importance of assembling this
information, the Debtors intend to complete the Schedules as
soon as it is practicable under the circumstances.

Accordingly, the Debtors ask the Court to extend the Schedules
Filing Deadline by 60 additional days.

That's a little too long, Judge Adler rules, granting the
Debtors' an extension of the deadline to file schedules by 30
days, through and including May 27, 2003. (Leap Wireless
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LINDSEY MORDEN: Near-Term Liquidity Management Concerns S&P
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and senior unsecured debt ratings on Lindsey Morden Group
Inc., to 'B' from 'BB-' because of concerns regarding LMG's
near-term liquidity management.

Standard & Poor's also said that the outlook is negative.

At year-end 2002, LMG had access to committed lines of credit
totaling C$47 million, of which C$44 million has been drawn down
on. The existing facility includes a step-down provision,
whereby LMG must reduce its borrowings under the committed
facility to C$26 million by Oct. 31, 2003, and to C$0 by
Oct. 31, 2004. "The company's ability to meet these various
payments through internal means is highly uncertain," said
Standard & Poor's credit analyst Matthew T. Coyle.

The negative outlook reflects Standard & Poor's immediate
concerns about LMG's liquidity management through 2003 and 2004.
If the company is unable to meet its ongoing commitments,
establish new and adequate bank facilities, and improve
operational performance, further rating actions could be
necessary. In addition, there will be an immediate rating action
if the company is unable to extend the $10 million promissory
note payment to Fairfax Financial Holdings Co. (Fairfax), its
parent, which was due on April 24, 2003.

The competitive landscape of the claim-services business is
severe. LMG is an independent claim-services organization that
competes globally with other independent claims services
organizations and with the in-house claims staffs of major
insurance organizations. In recent years, the company has
undergone a change in its senior management, restructured its
operations, and reached a legal settlement regarding its role in
the sale of a former operation. Collectively, these events have
strained the earnings, cash flow, and financial strength of the
franchise.


LTV CORP: Court Approves Craig A. Burman to Perform Tax Work
------------------------------------------------------------
The LTV Corporation, together with its debtor-affiliates,
Obtained permission from the Court to employ Craig A. Burman to
continue services Mr. Burman has been providing since 1995 to:

        (a) review real estate tax assessments by the Cook
            County (Illinois) Assessor's Office of certain
            Properties owned by the Debtors for the years 1989
            through 2002 and

        (b) obtain relief in the form of tax refunds or
            assessment reductions where appropriate.

Because Mr. Burman's fees are contingent upon the dollar amount
of tax relief secured for the Debtors, it is possible that a
lump sum payment of his fees - in some cases earned over the
past several years - could exceed the average monthly cap
established by the Court's December 2000 order authorizing the
retention of ordinary course professionals.  The Debtors retain
Mr. Burman as special counsel nunc pro tunc to the Petition
Date.

Mr. Burman is pursuing two separate matters related to his
ongoing retention.  The first matter involves real estate tax
refunds for the 1992-1999 tax years.  For the last several
years, Mr. Burman has been in the process of negotiating and
obtaining approved settlement proposals from the Cook County
State's Attorney.  Once approvals are obtained, the Circuit
Court of Cook County must review and enter judgment on these
proposals.  After judgments are obtained, the application for
appropriate real estate tax refunds must be submitted to and
processed by the Cook County Treasurer.

The second matter involves a tax assessment for the 2002 tax
year.  Mr. Burman, on behalf of the Debtors, has filed a 2002
Assessor's complaint and full documentation contesting the Cook
County Assessor's opinion of total assessed valuation for the
2002 tax year.  Depending upon the result of this action, Mr.
Burman also may need to file:

        (i) a "Re-review" application with the Cook County
            Assessor;

       (ii) a complaint with the Cook County Board of Review;
            and

      (iii) a specific objection lawsuit in the Cook County
            Circuit Court.

Mr. Burman will charge for his legal services based on a
straight percentage fee arrangement in accordance with the
Authorization Form and Fee Agreements dated June 5, 2000, June
10, 1997, and June 27, 1995.  Mr. Burman's fee is calculated as
a percentage of tax savings achieved, to refunds obtained, for
the Debtors in a particular tax year.  With regard to matters
still being pursued on behalf of the Debtors, Mr. Burman's fees
will equal:

        (1) 35% of the Debtors' tax savings for the 2002 tax
            year;

        (2) 35% of the Debtors' tax refunds for the 1997 through
            1999 tax years;

        (3) 33.33% of the Debtors' tax refund for the 1994
            through 1995 tax years, with Mr. Burman's fees
            capped at $125,000 for the 1994 tax year and
            $100,000 for the 1995 tax year; and

        (4) 40% of the Debtors' tax refunds for the 1992 through
            1993 tax years, with Mr. Burman's fees capped at
            $100,000 for each tax year.

Mr. Burman's percentage fee in the Retention Letters was
separately negotiated for each tax year, and his customary fee
arrangement is 50% of tax savings or tax refund achieved on
behalf of a client, with no cap on fees, for a given tax year.
(LTV Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Asks Court to Confirm Vendors' Admin. Status
-------------------------------------------------------------
In the ordinary course of operation of their businesses,
numerous vendors and suppliers provide the Magellan Health
Debtors with equipment and materials to be used in the Debtors'
businesses.  As of the Petition Date, the Debtors had numerous
prepetition purchase orders outstanding with various vendors and
suppliers for goods and equipment to be used in the Debtors'
businesses.  These goods and equipment include, for example,
office supplies, computer supplies and equipment.  As a
consequence of the commencement of these Chapter 11 cases,
Vendors may be concerned that their delivery of goods after the
Petition Date, to the extent subject to prepetition Outstanding
Orders, will result in their holding only general unsecured
claims against the Debtors' estates with respect to the
shipments.  Accordingly, Vendors may refuse to ship or deliver
goods ordered prepetition unless the Debtors issue substitute
purchase orders or obtain an order of the Court providing that
all undisputed obligations of the Debtors arising from the
postpetition delivery of goods subject to prepetition
Outstanding Orders are afforded administrative expense priority.

In order to assure and obtain delivery of the goods subject to
the Outstanding Orders, the Debtors, in an abundance of caution,
sought and obtained entry of an order granting the Vendors
administrative expense priority status under Section 503(b) of
the Bankruptcy Code for undisputed obligations arising from the
postpetition delivery of goods pursuant to Outstanding Orders,
and authorizing the Debtors to satisfy these undisputed
obligations to Vendors in the ordinary course of business under
Section 363(c) of the Bankruptcy Code.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the granting administrative expense
status will ensure a continuous supply of goods and materials
necessary to the operations of the Debtors' businesses.  The
Debtors further submit that, pursuant to section 503(b)(1)(A) of
the Bankruptcy Code, all obligations that arise in connection
with the postpetition delivery of goods and materials, including
goods and materials ordered prepetition, are in fact
administrative expense priority claims.  Thus, the granting of
administrative expense status will not provide the Vendors with
any greater priority than they otherwise would have.  Absent of
this relief, however, the Debtors may be required to expend
substantial time and effort reissuing the Outstanding Orders to
provide the Vendors with the assurance of administrative
priority.  The attendant disruption to the continuous flow of
goods and materials to the Debtors' businesses could adversely
affect their business operations. (Magellan Bankruptcy News,
Issue No. 6: Bankruptcy Creditors' Service, Inc., 609/392-0900)  

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at about 83 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for  
real-time bond pricing.

  
MOTIENT: Signs-Up Ehrenkrantz Sterling to Replce PwC as Auditors
----------------------------------------------------------------
On April 17, 2003, Motient Corporation dismissed
PricewaterhouseCoopers LLP as its independent accountants,
effective upon the completion of services related to the audit
of Motient's consolidated financial statements for the period
May 1, 2002 to December 31, 2002.  Motient's Audit Committee of
the Board of Directors recommended the change in independent
accountants and the Board of Directors approved this decision.

PwC was appointed in July 2002 and has not reported on any
consolidated financial statements for any fiscal period.

For the period since PwC's appointment through April 17, 2003,
PwC and Motient disagreed on the following accounting and
auditing matters related to certain 2000 and 2001 transactions:

Allocation of initial proceeds received by Motient from Mobile
Satellite Ventures, an equity investee, upon the formation of
MSV in June 2000.  The initial proceeds were allocated to
deferred revenue under a research and development agreement, a
deposit on the expected future purchase of certain of Motient's
assets and a payment for the right of certain investors in MSV
to convert their ownership in MSV into shares of Motient common
stock;

The subsequent accounting for the portion of the proceeds
allocated to the deposit on certain of Motient's assets and to
the Investor Conversion Right;

Recording, in the fourth quarter of 2001, of previously
unrecognized losses associated with Motient's investment in MSV;

Recording of an increase in the value of Motient's investment in
MSV under Staff Accounting Bulletin No. 51, Accounting for Sales
of Stock of a Subsidiary, upon MSV's acquisition of assets from
a third party company in November 2001 in exchange for cash, a
note and equity in MSV;

Recognition of gain on the sale of certain assets from Motient
to MSV in November 2001;

Allocation of proceeds from the sale of Motient's transportation
business to Aether Systems, Inc. in November 2000 and the impact
on gain recognition;

Amortization period for the deferred revenue related to the sale
of a perpetual license to Aether in November 2000; and

Recognition of costs associated with certain stock options
granted to Motient employees who subsequently transferred to
Aether upon the sale of Motient's transportation business in
November 2000.

Each of the matters about which Motient and PwC initially
disagreed were ultimately resolved to the satisfaction of PwC.  
These matters were reviewed by the Audit Committee of Motient's
Board of Directors and the Audit Committee discussed these
matters with PwC.

Motient engaged Ehrenkrantz Sterling & Co. LLC as its
independent accountants on April 17, 2003 to (i) re-audit
Motient's consolidated financial statements for the fiscal year
ended December 31, 2000, the fiscal year ended December 31, 2001
and (ii) audit Motient's consolidated financial statements for
the interim period from January 1, 2002 to April 30, 2002, and
the fiscal year that will end on December 31, 2003.

As disclosed in previous reports, Motient Corporation has
focused its efforts in recent periods on reducing operating
expenses in order to preserve cash. As of September 30, 2002,
the Company had approximately $3.6 million of cash on hand and
short-term investments. The Company has taken a number of steps
to reduce operating expenses, and is continuing to pursue a
variety of measures to further reduce and/or defer or
restructure operating expenses. It has also been pursuing
funding alternatives.  


NATIONAL CENTURY: Asks Court to Clear Mobile Medical Settlement
---------------------------------------------------------------
Prior to the Petition Date, National Century Financial
Enterprises, Inc., and its debtor-affiliates provided financing
to Mobile Medical Industries, Inc., formerly known as Mobile
Medical Industries, LLC, Careservices of the Heartland, LLC,
Careservices of South Florida, LLC, and Careservices of the
Treasurer Coast, LLC, pursuant to certain sales and subservicing
agreements under the NPF XII accounts receivable financing
program, whereby the Debtors purchased certain eligible accounts
receivable from the Mobile Medical.  Mobile Medical has agreed
to pay NPF XII, in consideration for the waiver, release and
discharge of all the Debtors' claims against it, $2,416,023.54,
including a $2,264,198.98 cash payment and an additional
$151,824.56 in the Debtors' lockbox accounts relating to Mobile
Medical.

Mobile Medical approached the Debtors about "buying out" Mobile
Medical's obligations under the Sale Agreements.  Both parties
have entered into a settlement agreement, providing that:

  (a) Settlement Amount

      Mobile Medical must pay $2,416,023 to the Debtors,
      consisting of a $2,264,198 settlement amount and $151,824
      in the Lockbox Accounts as of January 14, 2003.

  (b) Termination of Security Interests

      Immediately upon payment of the Settlement Amount, Mobile
      Medical will be authorized to terminate the Debtors'
      ownership and security interests in Mobile Medical's
      assets, including but not limited to Mobile Medical's
      accounts receivable.

  (c) Mail Forwarding Instructions

      Mobile Medical will inform the Debtors where to send any
      payments or correspondence that the Debtors receive in the
      Lockbox Accounts related to Mobile Medical's accounts
      receivable.  In addition, Mobile Medical will be
      responsible for informing all third party payors as to
      where incoming payments should be redirected.

  (d) Transfer of Liens to Proceeds

      The conclusion of the relationship between the Debtors and
      Mobile Medical, and the termination of the Debtors'
      ownership and security interests in Mobile Medical's
      assets, will bind any and all parties that may assert a
      lien, claim or interest in or to the Sale Agreements or
      any prior agreements, with any liens transferring to the
      proceeds.

  (e) Mutual Releases

      The Settlement Agreement also provides for an exchange of
      mutual releases by the Debtors and Mobile Medical.

  (f) Termination of Bank Agreements

      The Debtors and Mobile Medical must direct The Huntington
      National Bank to:

      (1) terminate the lockbox agreements relating to the Sale
          Agreements;

      (2) remit all funds that were in the Lockbox Accounts on
          or before January 14, 2003 to the account described in
          the Settlement Agreement;

      (3) remit all post January 14, 2003 received funds subject
          to the lockbox agreements to the credit and direction
          of Mobile Medical;

      (4) terminate the zero balance agreement relating to the
          Sale Agreements; and

      (5) use reasonable efforts to provide Mobile Medical with
          documents relating to account activity in the Lockbox
          Accounts.  Mobile Medical will be responsible for all
          bank fees and charges related to the Lockbox Accounts
          after January 14, 2003.

  (g) Dismissal of Actions

      Immediately upon payment of the Settlement Amount, the
      Debtors will file stipulations of dismissal, with
      prejudice, dismissing any and all claims brought against
      Mobile Medical in the adversary proceeding pending against
      Mobile Medical (Adv. Proc. No. 02-02526) in this Court and
      the Ohio State Court Action, NPF XII, Inc. et al. v.
      PhyAmerica Physicians Group, Inc., et al., Court of Common
      Pleas, Franklin County, Ohio.  The Stipulations will
      include within their scope any and all derivative actions,
      cross-claims, and third party claims, including those of
      Bank One, N.A.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedures, the Debtors sought and obtained Court approval of
the Settlement Agreement and authority to implement the
agreement.

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, asserts that the payment of the Settlement
Amount and the agreed amount from the Lockbox Accounts will
satisfy Mobile Medical's agreed obligations to the Debtors under
the Sale Agreements.  By contrast, if the settlement is not
consummated, Mobile Medical will be unable to obtain replacement
financing and may not be able to continue normal business
operations.  If that were to occur, the Debtors would be
required to incur additional costs to collect Mobile Medical's
outstanding obligations under the Sale Agreements, and there is
no assurance that the Debtors would be able to collect as much
as they will receive pursuant to the settlement. (National
Century Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OWENS CORNING: Wants Approval for World HQ Restructuring Plans
--------------------------------------------------------------
Owens Corning and its debtor-affiliates maintain their world
headquarters in a 400,000-square foot facility located on a 42-
acre tract of land in Toledo, Ohio. About 1,100 of the Debtors'
employees are located in the World Headquarters, including key
management, business unit employees, customer service, sales
support and business process personnel.  This Facility was
constructed at a cost of $119,000,000 in 1995/1996, specifically
for use by the Debtors.  The Toledo Lucas County Port Authority
leases the Facility to the Debtors pursuant to two leases dated
March 1, 1995.  The First Lease expires on May 31, 2015 and the
Second Lease expires on May 31, 2030, subject to certain terms
and conditions.  The Debtors are also party to a Project Service
and Indemnity Agreement with the Port Authority, which expires
co-terminus with the First Lease.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reports that the Port Authority leases the ground that
underlies the Facility from two ground lessors -- the City of
Toledo and First Energy Properties, Inc. formerly known as
Centerior Properties Company.  These ground leases expire on
December 31, 2030.

The payments due under the First Lease, which currently total
$13,100,000 per year, payable in two equal semi-annual payments
of $6,400,000 and monthly payments of $37,000, primarily are
used to pay principal, interest and other amounts owing under
the Port Authority's $85,400,000 Taxable World Headquarters
Revenue Bonds, Series 1995, as well as amounts due under the
Port Authority's $10,000,000 Taxable State Loan Revenue Note.  
Both of these obligations mature in 2015.  There is no provision
for any extension of the First Lease.  The Revenue Bonds fully
amortize over the term of the First Lease.  The Revenue Note
contemplates a $5,000,000 balloon payment at the expiration of
the First Lease.  

Mr. Pernick explains that the payments under the Project Service
and Indemnity Agreement between the Debtors and the Port
Authority are used to pay a monthly administrative fee to the
Port Authority as well as principal, interest and other amounts
due under the Port Authority's $5,000,000 Taxable Development
Revenue Bonds Series 1995A, which mature in 2015.  A $1,500,000
balloon payment is due on the Bond Fund Bonds at the expiration
of the Project Service and Indemnity Agreement.

The payments due under the Second Lease are $5,000/month through
May 1, 2015, $187,500/month from June 1, 2015 through May 1,
2020 and $125,000/month from June 1, 2020 through May 1, 2030.  
Amortization of the balloon payments from the Revenue Note and
the Bond Fund Bonds are included in the rent payments due under
the Second Lease from 2016 through 2020.  If the Debtors remain
in possession of the Facility after the expiration of the Second
Lease, its rent is the greater of fair market value or the
amount of the last rental monthly payment due under the lease.

According to Mr. Pernick, the trustee for the Revenue Bonds is
Huntington National Bank, N.A., which holds, to secure the
obligations due with respect to the Revenue Bonds, a first
mortgage on, inter alia, the Port Authority's rights and
interest with respect to the Real Estate and its interest in the
Facility.  The trustee for the Bond Fund Bonds is JP Morgan
Chase Bank, which holds, to secure the obligations due with
respect to the Bond Fund Bonds, a second mortgage on, inter
alia, the Port Authority's rights and interest with respect to
the Real Estate and its interest in the Facility.

Under these and related agreements, the Debtors has an option to
purchase the Facility and the Real Estate on these terms:

  A. the purchase option price for the Real Estate belonging to
     the City of Toledo is the fair market value of the City's
     37-acre parcel, disregarding the value of the Facility;

  B. the purchase option price for the Real Estate belonging to
     Centerior is the greater of $1,000,000 plus interest or the
     fair market value of Centerior's 5-acre parcel;

  C. the purchase option price for the Facility is the greater
     of the fair market value of the Facility or the amount
     required to retire all related debt;

As of May 15, 2003, $53,240,000 of principal and $2,600,000 of
accrued and unpaid interest remains outstanding with respect to
the Revenue Bonds.

With the assistance of their advisors, the Debtors have devoted
considerable effort to reviewing the agreements, their present
and anticipated needs for space, as well as the cost and value
of the Facility and potential alternatives.  As part of these
discussions, the Debtors have considered these facts:

  A. the central business district of Toledo has a vacancy rate
     of 28%, or 1,400,000 sq. ft.; and

  B. the Toledo Class A gross market rental rate range from
     $17.50 to $21.50/sq. ft., as compared to the Debtors' gross
     rental rate with respect to the World Headquarters of
     $43/sq. ft.

Based on these circumstances, the Debtors have concluded that
their rental payments under the Leases exceed the World
Headquarters' market rental value.  As a result, the Debtors,
with the assistance of The Staubach Company, a Court-approved
broker/real estate advisor, initiated negotiations with the
holders of the Revenue Bonds, the Port Authority and other
parties to determine whether adjustments could be made to the
Leases, which would better reconcile the Debtors' costs with
respect to the World Headquarters with market rental rates.  
These negotiations have resulted in several agreements.

                 Bond Purchase Agreement

On April 9, 2003, the Debtors executed a Bond Purchase Agreement
with certain holders of the Revenue Bonds.  The principal terms
of the BPA are:

  A. At Closing, the Debtors will purchase Revenue Bonds from
     certain holders for a purchase price of $600.961 per $1,000
     in outstanding principal amount of these bonds, for a total
     purchase price of $32,000,000.  This purchase price will
     include the May 15, 2003 payment due to the Sellers, which
     will be made as scheduled and applied against the purchase
     price.  The purchase price will be reduced by any payments
     of cash received by the Sellers subsequent to the May 15,
     2003 payment representing the scheduled reduction in
     principal on the Revenue Bonds and the purchase price will
     be increased by any unpaid interest that accrues after
     May 16, 2003, if any.  In addition to this amount, each
     Seller will be entitled to an allowed prepetition, general
     unsecured claim against the Debtors amounting to $399.039
     per $1,000 in principal amount of the Seller's Revenue
     Bonds.

  B. The BPA is subject to the satisfaction of certain
     conditions, including:

     1. the Debtors obtaining agreement to purchase 100% of the
        Revenue Bonds pursuant to the BPA or written agreement
        between the Debtors and the Sellers, that provides for
        the treatment of all of the Revenue Bonds on terms
        substantially similar to the terms set forth in the BPA
        pursuant to a confirmed plan of reorganization for the
        Debtors;

     2. the delivery by Huntington National Bank, as trustee, at
        Closing of an irrevocable and duly executed withdrawal
        or amended proof of claim in a form reasonably
        satisfactory to the Debtors and consistent with Section
        6(e) of the BPA and Schedule I to the BPA;

     3. confirmation that the holders of Revenue Bonds will have
        directed and caused Huntington National Bank, as
        trustee, not to pay to the holders of Revenue Bonds any
        of the amounts currently being held by Huntington Bank,
        as trustee, which are payable to the State of Ohio in
        respect of the Revenue Note, subject to certain terms
        and conditions;

     4. approval by the Debtors' Board of Directors;

     5. Court approval; and

     6. entry of a Final Order authorizing and approving the
        Allowed Claims.

  C. The BPA can be terminated if Closing has not occurred by
     June 30, 2003, subject to certain terms and conditions.

  D. The Debtors may purchase the balance of the outstanding
     principal amount of the Bonds not covered by the BPA as of
     the date of its original execution by executing a
     supplemental agreement with the holders of the Additional
     Bonds without the other Sellers' consent.

  E. The Debtors will pay the reasonable the Trustee's out-of-
     pocket fees and expenses incurred in connection with the
     Revenue Bonds, the Lease and the BPA, including the fees
     and expenses of the Trustee, any appraisers retained by the
     Trustee or its counsel, and of Kelley Drye & Warren LLP,
     counsel to the Trustee, or any other counsel to the
     Trustee, and assuming the Closing occurs on or prior to
     June 30, 2003, up to an amount not to exceed $300,000.

    Memorandum of Agreement Regarding Second Lease Amendment

The Debtors also entered into a binding Memorandum of Agreement
with the Port Authority with respect to the Second Lease.  The
Port Authority MOA contains these principal provisions and
provides for lease amendments:

  A. The term of the Second Lease is to be extended through
     May 31, 2035.  The Debtors will have the right to terminate
     the Second Lease on May 31, 2015 and May 31, 2025, subject
     to certain terms and conditions.

  B. The Term can be extended, at the Debtors' option, after at
     least twelve months' written notice to the Port Authority,
     for three extension terms.  The first extension term will
     commence on June 1, 2035 and end on December 31, 2055, the
     second extension term will commence on January 1, 2056 and
     end on December 31, 2065, and the third extension term will
     commence on January 1, 2066 and end on December 31, 2075.

  C. During the Term commencing on June 1, 2015 and ending on
     May 31, 2035, the monthly rental payment under the Second
     Lease will be equal to the "Monthly Debt Service" plus
     $11,250.  The "Monthly Debt Service" is the equal monthly
     principal and interest payments that would be necessary to
     fully repay a loan in the principal amount equal to the
     aggregate principal amounts then outstanding under the Bond
     Fund Bonds and the Revenue Note, each at the annual
     interest rate specified in the Port Authority MOA.  The
     monthly rental payment during each of the extension terms
     will be $11,250.

  D. In lieu of the Debtors' option under the Second Lease to
     purchase the interest of the Port Authority to the Facility
     solely at specified times, the Debtors will have such
     option at any time during the Term.  In addition, the "Fair
     Market Value" of the Facility will not be used to determine
     the option price; rather, the option price will be $1,000
     plus the amount needed to retire in full the aggregate
     principal amounts then outstanding under the Revenue Bonds,
     Bond Fund Bonds and the Revenue Note.  In lieu of paying
     the amount, the Debtors may assume all of the remaining
     payment obligations with respect to the Revenue Bonds, the
     Bond Fund Bonds and the Revenue Note in the manner
     specified in the Port Authority MOA.

  E. The Port Authority MOA is subject to certain conditions,
     including:

     1. obtaining a Final Court Order approving the Port
        Authority MOA, the City MOA, the Centerior MOA and the
        BPA;

     2. execution of a Memorandum of Agreement by the Port
        Authority and the City of Toledo;

     3. execution of a Memorandum of Agreement by the Port
        Authority and Centerior Properties Company.

  F. The Port Authority MOA obligates the Debtors to seek the
     assumption of the First Lease, the Second Lease, the City
     Ground Lease, the Centerior Ground Lease and the Project
     Service and Indemnity Agreement, pursuant to Section 365 of
     the Bankruptcy Code.

  G. Subject to its terms and conditions, the Port Authority MOA
     is binding on the Port Authority but can be terminated by
     the Debtors at any time by written notice, in accordance
     with the terms of the Port Authority MOA.

          Memorandum of Agreement With City of Toledo

The Debtors have also entered into the City MOA with respect to
the City Ground Lease.  The City MOA contains these principal
provisions and provides for these amendments to the City Ground
Lease:

  A. The term of the City Ground Lease is to be extended through
     December 31, 2055, subject to the Debtors' right to extend
     the term for two 10-year extensions.  The first extension
     term will commence on January 1, 2056 and end on
     December 31, 2065, and the second extension term will
     commence on January 1, 2066 and end on December 31, 2075.  
     The fees for these extensions will be $500 each, payable to
     the City of Toledo.  Each extension term will be on the
     same terms and conditions as the then City Ground Lease and
     all appropriately related documents with the City will
     remain effective, including the City Tax Increment Service
     Agreement dated as of March 1, 1995 among the City, the
     Debtors and the Port Authority.  No less than 12 months'
     notice must be provided to the City with respect to any
     extension of the City Ground Lease.

  B. The City MOA is subject to these conditions:

     1. the execution of the BPA, the Port Authority MOA and the
        Centerior MOA; and

     2. the issuance of a Final Court Order approving the BPA,
        Port Authority MOA, the Centerior MOA and the City MOA.

  C. The City MOA obligates the Debtors to seek assumption of
     the First Lease, the Second Lease, the City Ground Lease,
     the Centerior Ground Lease and the Project Service and
     Indemnity Agreement pursuant to Section 365 of the
     Bankruptcy Code.

  D. Owens Corning is a stated third party beneficiary of the
     City MOA, and is a signatory thereto.

  E. Subject to its terms and conditions, the City MOA is
     binding upon the City and the Port Authority, although it
     can be terminated by the Debtors at any time with notice as
     required under the City MOA.

   Memorandum of Agreement With First Energy Properties, Inc.

The Debtors have also entered into the Centerior MOA, with
respect to the Centerior Ground Lease.  The Centerior MOA
contains these principal provisions and provides for these
amendments to the Centerior Ground Lease:

  A. The term of the Centerior Ground Lease is to be extended
     through December 31, 2055, subject to the Debtors' right to
     extend the term for two 10-year extensions.  The first
     extension term will commence on January 1, 2056 and end on
     December 31, 2065, and the second extension term will
     commence on January 1, 2066 and end on December 31, 2075.  
     The fees for these extensions will be $500 each, payable to
     First Energy Properties, Inc.  Each extension term will be
     on the same terms and conditions as the then Centerior
     Ground Lease.  No less than 12 months' notice must be
     provided with respect to any extension of the Centerior
     Ground Lease.

  B. The Centerior MOA is subject to these conditions:

     1. the execution of the BPA, the Port Authority MOA and the
        City MOA; and

     2. obtaining a Final Order of the Court approving the BPA,
        Port Authority MOA, the Centerior MOA and the City MOA.

  C. The Centerior MOA obligates the Debtors to seek the
     assumption of the First Lease, the Second Lease, the City
     Ground Lease, the Centerior Ground Lease and the Project
     Service and Indemnity Agreement pursuant to Section 365 of
     the Bankruptcy Code.

  D. Owens Corning is a stated third party beneficiary of the
     Centerior MOA, and is a signatory thereto.

  E. Subject to its terms and conditions, the Centerior MOA is
     binding on First Energy Properties, Inc. and the Port
     Authority, although it can be terminated by the Debtors at
     any time, with notice as required under the Centerior MOA.

                       The Staubach Company

The Staubach Company has assisted the Debtors in their
negotiation of these agreements.  Staubach was retained as a
real estate broker for the Debtors pursuant to a Court Order
dated January 17, 2000.  Under the terms of the Brokers'
Retention Order, the Debtors are allowed to pay authorized
brokers commissions without further Court application or order,
so long as the amount of these commissions does not exceed
$600,000 for a particular transaction.  In the event a broker's
commission exceeds $600,000 but is less than $1,000,000, the
Debtors are obligated to inform the Office of the United States
Trustee, counsel to the Committees, counsel to the Debtors'
prepetition lenders and counsel for the Debtors' postpetition
lenders and, absent objection from the parties, can pay the
amounts without further Court order.  In the event a broker's
proposed commission exceeds $1,000,000 for a particular
transaction, Court approval is required.

The Debtors have negotiated a proposed commission with Staubach
for its services rendered in connection with the World
Headquarters, by which Staubach would receive a $150,000 flat
fee plus an incentive fee tied to the savings realized by the
Debtors on account of the restructuring.  Inasmuch as the
Debtors' proposed restructuring of the World Headquarters leases
contemplates aggregate cash savings amounting to $64,900,000 and
a net present value savings totaling $25,900,000, the Debtors
and Staubach have agreed, and ask the Court to approve, a
$1,121,954 commission to Staubach, plus out-of-pocket costs and
expenses.

                          Relief Requested

By this motion, the Debtors seek the Court's authority, pursuant
to Sections 105, 363 and 365 of the Bankruptcy Code and the
Brokers' Retention Order, to:

  (a) enter into and consummate the terms of the BPA, the Port
      Authority MOA and the transactions;

  (b) pay the Staubach Fee; and

  (c) assume, as of Closing, the Leases as amended, the Ground
      Leases as amended, and the Project Service and Indemnity
      Agreement.

Mr. Pernick asserts that the proposed restructuring of its
obligations with respect to the World Headquarters pursuant to
the BPA, the Port Authority MOA, the City MOA and the Centerior
MOA, is supported by sound business reasons.  The WHQ
Restructuring permits the Debtors to satisfy Revenue Bond
obligations -- comprising $53,240,000 in principal and
$2,630,000 in accrued and unpaid interest -- for a $32,000,000
cash payment plus $21,248,000 in general unsecured claims.  This
represents $64,900,000 in aggregate cash savings as compared to
the amounts that would be payable if the Debtors remained in
possession of the World Headquarters without the benefit of the
WHQ Restructuring through 2035.  Were the WHQ Restructuring not
to occur, the Debtors would be obligated to pay $4,100,000 with
respect to the World Headquarters in the period from May 1, 2003
through December 31, 2005.  

Mr. Pernick adds that the proposed WHQ Restructuring reduces the
Debtors' cash obligations during this time period to
$35,200,000, and thereafter reduces the Debtors' obligations for
the 2006-2015 time period by $42,800,000.  On a net present
value basis, the WHQ Restructuring represents $25,900,000 in
savings, assuming a 10% discount rate.

More fundamentally, the proposed WHQ Restructuring gives the
Debtors de facto ownership of the Facility, through the proposed
revisions to the Second Lease, which materially change the
Debtors' purchase option for the Facility.  The WHQ
Restructuring also permits the Debtors to benefit from
significantly reduced payment obligations under the Second
Lease. (Owens Corning Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


OXFORD INDUSTRIES: S&P Rates Proposed $175MM Senior Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Oxford Industries Inc. At the same
time, Standard & Poor's assigned its 'B' unsecured debt rating
to the company's proposed $175 million senior notes due 2011.
The notes are being offered pursuant to Rule 144A under the
Securities Act of 1933, with registration rights.
     
The ratings outlook on Oxford is stable.
     
The senior notes' rating is subject to Standard & Poor's review
of the final documentation. The senior unsecured debt rating is
two notches below the corporate credit rating due to its junior
position relative to the large amount of secured bank debt.

The ratings actions are a result of Oxford Industries' April 27,
2003, announcement that it is acquiring all of the outstanding
capital stock of Viewpoint International Inc., which owns the
Tommy Bahama brand of lifestyle apparel and home furnishing
products. Viewpoint also operates 30 Tommy Bahama retail
locations, including 24 retail stores and six retail/restaurant
compounds. For the 12 months ended March 31, 2003, Viewpoint had
sales of about $330 million.

The transaction is valued at up to $325 million, consisting of
$240 million in cash, $10 million in Oxford stock, and up to $75
million in contingent payments (subject to the achievement of
certain performance targets). Oxford intends to finance the cash
portion of the purchase with proceeds from the senior notes
offering, cash on hand, and borrowings under a new $295 million
senior secured credit facility (unrated). The acquisition, which
is expected to close in early June 2003, is subject to
regulatory approvals.

"Following the merger, the ratings would reflect Oxford's
leveraged financial position, a shift in its business strategy,
greater fashion risk, highly competitive and fragmented markets,
and Standard & Poor's expectation of further branded
acquisitions," said credit analyst Susan Ding.

The rating would also incorporate the operating risk associated
with integrating the two firms' businesses. It would further
reflect Oxford's portfolio of branded and private label products
and its diverse channels of distribution. Upon completion of the
transaction, Oxford will have greater economies of scale and
opportunities for cost savings.


PAC-WEST: S&P Yanks Rating Down to 'D' After Cash Tender Offer
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Stockton, Calif.-based competitive
local exchange carrier Pac-West Telecomm Inc. to 'D' from 'CC'.
The rating on the 13.5% senior notes due 2009 has been lowered
to 'D' from 'C'. The downgrade is due to the company's
completion of a cash tender offer to exchange its 13.5% senior
notes at a significant discount to par value. Standard & Poor's
views such an exchange as coercive and tantamount to a default
on the original terms of the notes.

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

     Pac-West Telecomm Inc.              To             From
       Corporate credit rating           D              CC
       Senior unsecured debt             D              C


PAC-WEST TELECOMM: Appoints Tom Munro to Board of Directors
-----------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced that its Board of
Directors has appointed Tom Munro as a Director.

Wally Griffin, Pac-West's Chairman and CEO, said, "We are
delighted to have someone with Tom's extensive financial
background and experience in various technology businesses join
our Board. He is a great fit with our culture and his skills and
experience complement our Board and our leadership team."

Munro said, "I look forward to my involvement with Pac-West.
Unlike many of their industry peers, the company has
successfully navigated through the 'telecom storm.' They have a
great business model, a great team of people, and they are well
positioned for continued growth and success."

Hank Carabelli, Pac-West's current President and successor to
the CEO position in July of this year, said, "From an
operational perspective, our leadership team is looking forward
to leveraging Tom's wireless telecom experience and knowledge of
the California market. He is an excellent addition to a Board
that is committed to growing Pac-West, increasing efficiencies,
maximizing shareholder value, and building a great organization
recognized for service excellence."

Munro has over 22 years of financial and technology experience.
In January of this year, he retired from Wireless Facilities,
Inc. (Nasdaq: WFII), a global leader in the design, deployment,
and management of wireless mobility and broadband wireless
networks. He served as CFO from 1997 to 2000, and President from
September of 2000 until his retirement. Prior to WFI, Munro was
founder and CEO of @Market, a retail sporting goods website.
From 1994 to 1995, he served as CFO for Precision Digital
Images, Inc. From 1981 to 1994, he was employed with MetLife
Capital Corporation, where he served as CFO and a Director on
the company's Board from 1992 to 1994.

Munro holds a bachelor's degree in business administration and
an MBA from the University of Washington. He has co-authored two
college level text books on computer programming.

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

                         *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's lowered its corporate credit
rating on competitive local exchange carrier Pac-West Telecomm
Inc., to 'CC' from 'CCC-'.

The senior unsecured debt rating on the company remains at 'C'.
The ratings were removed from CreditWatch with negative
implications. The outlook is negative. At the end of September
2002, Stockton, California-based Pac-West had total debt of more
than $106 million.


PACIFIC GAS: Expects to Refund $1 Billion in Generator Claims
-------------------------------------------------------------
On December 12, 2002, a FERC administrative law judge issued an
initial decision finding that certain generators and power
suppliers had overcharged California investor-owned utilities
(IOUs), the State of California, and other electricity buyers by
more than $1,800,000,000 from October 2, 2000 to June 20, 2001,
but that the California buyers still owe the power companies
$3,000,000,000 -- leaving $1,200,000,000 in unpaid bills.  The
FERC's investigation into the overcharges had excluded the
claims for refunds for overcharges that occurred before
October 2, 2000 and excluded certain categories of transactions
that occurred after October 2, 2000.

Consequently, on March 26, 2003, the FERC confirmed most of the
ALJ's findings, but modified the refund methodology in part.  A
FERC spokesman has estimated the total overcharges, using the
modified methodology, at $3,300,000,000.  This higher estimate
reflects the FERC Staff Final Report on Price Manipulation in
Western Markets recommending recalculation of natural gas prices
using a new gas price methodology for calculating mitigated
market prices.  The FERC said that the recalculation was
necessary because of faulty natural gas price indices that were
used previously.  The FERC stated that it would allow the
electricity suppliers and generators to obtain an additional
fuel cost allowance if they submit evidence showing that their
actual gas costs were higher than the new calculated price,
which, if accepted by the FERC, would reduce the amount of the
calculated overcharges.

In a regulatory filing with the Securities and Exchange
Commission dated April 2, 2003, Pacific Gas and Electric Company
Senior Vice President and Controller, Christopher P. Johns
discloses that PG&E has recorded $1,800,000,000 of claims filed
by various power generators in its bankruptcy case as
Liabilities Subject to Compromise.  PG&E estimated that these
claims would have been reduced to $1,000,000,000 based on the
recalculation of market prices according to the refund
methodology recommended in the ALJ's initial decision.  The
recent recalculation of market prices according to the revised
methodology adopted by the FERC could result in an additional
several hundred million dollar decrease in the amount of the
generators' claims, offset by the amount of any additional fuel
cost allowance for generators accepted by the FERC.

Additional evidence of market manipulation and artificially
inflated prices for electricity and natural gas for the period
from January 1, 2000 to June 20, 2001 was presented to the FERC
through March 3, 2003 and various power suppliers filed
responsive materials by March 20, 2003.  The FERC is still
reviewing these materials.  The California parties, including
PG&E, have requested that the FERC apply its refund methodology
to power purchases during the period from May 1 through
October 1, 2000.  PG&E's power purchases made up 40% of the
purchases in California during that period.  The California
parties estimate that if the FERC were to apply its refund
methodology to those purchases made during this period, it would
result in a finding of $2,300,000,000 of overcharges.  However,
the FERC has indicated that, rather than apply the refund
methodology to this period, it may order the disgorgement of
profits from, or impose other remedies on, certain sellers.  The
amount of disgorged profits may be substantially less than the
total estimated amount of overcharges for this time period.

The FERC staff further recommended that the FERC issue orders to
show cause against 37 companies, including PG&E, as to why they
should not be subject to additional punishment or disgorgement
of profits.  Until the FERC completes its review of the
additional evidence and responsive materials and issues such
orders, PG&E is not able to determine why the FERC staff
included it in the recommendation.

PG&E notes that the FERC did not act on the State of
California's request to overturn or reform $20,000,000,000 in
long-term power contracts that the DWR signed during the energy
crisis.  Instead, the FERC directed the FERC staff to draft an
order defining the legal standard the FERC should apply in
determining whether to abrogate the contracts.  Nevertheless,
two of the three FERC commissioners have commented that they
would oppose the State's request, while the third FERC
commissioner favored ordering changes to those contracts.
(Pacific Gas Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PACIFIC GAS: Court to Continue Status Conference on June 16
-----------------------------------------------------------
As previously reported, Pacific Gas and Electric Company, the
California Public Utilities Commission (CPUC), and certain other
parties have been participating in a judicially supervised
settlement conference in order to explore the possibility of
resolving differences between the Utility's proposed plan of
reorganization and the alternative proposed plan of
reorganization presented by the CPUC and the Official Committee
of Unsecured Creditors.  In order to accommodate the settlement
conference, the United States Bankruptcy Court for the Northern
District of California issued an order on March 11, 2003 staying
all proceedings in the confirmation trial for 60 days.  

On April 23, 2003, at the request of the judge who is
supervising the settlement conference, the Bankruptcy Court
issued an order continuing the stay on all proceedings in the
confirmation trial for an additional 30 days.  The Bankruptcy
Court did not stay proceedings related to ordinary case motions,
claims objections, and certain other matters not related to the
confirmation trial.

The Bankruptcy Court indicated that it will continue a status
conference previously scheduled for May 12, 2003, to June 16,
2003, at which time the Bankruptcy Court will schedule further
matters relating to discovery and the resumption of the
confirmation trial, if necessary.


PACIFIC MAGTRON: Nasdaq Knocks-Off Shares Effective April 30
------------------------------------------------------------
Pacific Magtron International Corp. (Nasdaq: PMIC) was delisted
from the Nasdaq SmallCap Market Wednesday, April 30, 2003.

By letter dated Feb. 28, 2003, Nasdaq notified the company that
its common stock had failed to comply with certain of Nasdaq's
minimum listing requirements and, therefore, was subject to
delisting from the SmallCap Market. The company requested a
hearing before a Listing Qualifications Panel and that hearing
was held on April 24, 2003. The company did not take action to
appeal this determination.

The company's common stock immediately commenced trading on the
Over the Counter Bulletin Board (OTCBB) under the symbol:
PMICOB.

The delisting of the company's common stock may cause the holder
of the company's Series A Redeemable Convertible Preferred
Shares to request the repurchase of such shares under the terms
of a registration rights agreement dated May 31, 2002. The
holder purchased $600,000 of the company's preferred shares as
part of a planned $1,000,000 financing transaction. However, the
holder failed to purchase the balance of $400,000 of preferred
stock under its stock purchase agreement with the company.

Pacific Magtron International Corp. is an enterprise dedicated
to providing total solutions in the computer marketplace,
including supplying multimedia hardware; providing corporate
information services related to networking and Internet
infrastructure; and developing advanced solutions and
applications for Internet users, resellers and service
providers; and providing high-quality electronic commerce and
supply chain solutions. For more information visit
http://www.pacificmagtron.com

                         *     *     *

               Liquidity and Capital Resources

In its most recent SEC Form 10-Q, the Company reported:

"It is our business plan that we finance our operations
primarily through cash generated by operations and borrowings  
under our floor plan inventory loans and line of credit.  The
continued  decline in sales, the continuation of operating
losses or the loss of credit facilities could have a material
adverse effect on the operating cash flows of the Company.

"As of June 30, 2002, the Companies did not meet the revised
minimum tangible net worth and profitability covenants, giving
Transamerica,  among other things, the right to call the loan
and immediately terminate the credit facility. On October 23,
2002, Transamerica issued a waiver of the default occurring on
June 30, 2002 and revised the terms and covenants under the  
credit agreement.  Under the revised terms, the credit facility  
includes FNC as an additional borrower and PMIC continues as a
guarantor.  Effective October 2002, the new credit limit is
$3 million in aggregate for inventory loans and the letter of
credit facility. The letter of credit facility is limited to $1
million.  The credit limits for PMI and FNC are $1,750,000 and
$250,000, respectively. As of September 30, 2002, the Companies
did not meet the revised  covenants relating to profitability
and tangible net worth. This gives Transamerica, among other
things, the right to call the loan and immediately terminate the
credit facility.

"On May 31, 2002 the Company entered into a Preferred  Stock
Purchase  Agreement with an investor.  Under the agreement, the
Company agreed to issue 1,000 shares of its preferred stock at
$1,000 per share. The Company issued 600 shares of its preferred  
stock and warrants for  purchasing  400,000  shares of the  
Company's common stock for a net proceeds of $477,500 on May 31,
2002.  We expect to issue the additional 400 shares for an
estimated  gross  proceeds of $370,000 in the fourth quarter
2002. Even though we have completed the required  registration
of the  underlying  common stock in October 2002, there is no  
assurance these remaining 400 shares will be sold.

"At September 30, 2002, the Company had  consolidated  cash and
cash equivalents totaling $2,667,400 (excluding $250,000 in
restricted cash) and working capital of $3,960,400, a decrease
of $1,774,500 compared to the working  capital at December 31,  
2001.  At December 31, 2001, we had consolidated  cash and cash
equivalents  totaling  $3,110,000 (excluding $250,000) in
restricted cash) and working capital of $5,734,900.  The
decrease in working capital is primarily due to an increase in
accounts payable.

"Net cash used in operating activities during the nine months
ended September 30, 2002 was $233,600,  which principally
reflected the net loss incurred during the period,  and an  
increase  in  inventories, which was partially offset by an
increase in accounts payable and a decrease in accounts
receivable.  On June 12, 2002, the Company received a Federal
income tax refund of $1,034,700.

"Net cash used by investing activities during the nine months
ended September 30, 2002 was  $102,300, resulting  from the  
purchases of property and equipment of $128,000  and an increase
of $22,700 in deposits  and other  assets.  These uses were
partially offset by the proceeds from the sale of property and
equipment.

"Net cash used in financing  activities  was  $106,700 for the
nine months ended September 30, 2002,  primarily due to net
decreases in the floor plan inventory loans and principal  
payments on the mortgages on our office facility.  This was
partially  offset by the net proceeds of $477,500 from the
issuance of preferred
stock.

"On July 13, 2001, PMI and PMIGA obtained  a new $4 million
(subject to credit and borrowing  base limitations) accounts
receivable and inventory  financing facility from Transamerica  
Commercial Finance Corporation.  This  credit  facility  has a
term  of two years,  subject to automatic  renewal  from year to
year  thereafter.  The credit facility can be terminated by
either party upon 60 days' prior written notice and immediately
if the  Companies lose the right to sell or deal in any product
line of inventory. The Companies are subject to an early  
termination  fee equal to 1% of the then established  credit
limit. The facility  includes a $2.4 million inventory line
(subject to a borrowing base of up to 85% of eligible  accounts  
receivable plus up to $1,500,000 of eligible inventories), a
$600,000 working capital line and a $1 million letter of credit
facility used as security for inventory purchased on terms from
vendors in Taiwan. Borrowing under the inventory loans are
subject to 30 to 60 days  repayment,  at which time interest  
begins to accrue at the prime rate,  which was 4.75% at
September 30, 2002.  Draws on the working capital line also
accrue interest at the prime rate.

"Under the agreement, PMI and PMIGA granted Transamerica a
security interest in all of their accounts,  chattel paper,  
cash, documents, equipment, fixtures, general intangibles,  
instruments, inventories, leases, supplier benefits and
proceeds of the foregoing.  The Companies are also required to
maintain certain financial covenants. As of December 31, 2001,
the Companies were in violation of the minimum tangible net
worth covenant. On March 6, 2002, Transamerica issued a
waiver of the default and revised the covenants  under the
credit  agreement retroactively to September 30, 2001. The
revised covenants require the Companies to  maintain  certain   
financial  ratios  and  to  achieve  certain  levels  of
profitability. As of December 31, 2001 and March 31, 2002, the
Companies were in compliance with these revised covenants.  As
of June 30, 2002, the Companies did not meet the revised  
minimum  tangible net worth and  profitability  covenants,
giving  Transamerica,  among  other  things,  the  right  to
call  the  loan and immediately terminate the credit facility.

"On October 23, 2002, Transamerica  issued a waiver of the
default  occurring on June 30, 2002 and revised the terms and  
covenants  under the credit  agreement. Under the revised  
terms,  the credit  facility  includes  FNC as an  additional
borrower and PMIC  continues as a guarantor.  Effective  October  
2002,  the new credit limit was reduced to $3 million in
aggregate for inventory  loans and the letter of credit  
facility.  The letter of credit facility  is limited to $1
million.  The credit limits for PMI and FNC are $1,750,000  and  
$250,000, respectively. As of September 30, 2002, there were
outstanding draws of $990,800 on the credit facility. As of
September 30, 2002, the Companies did not meet the covenants as
revised on October 23, 2002 relating to profitability  and
tangible net worth, constituting a technical  default.  This
gives  Transamerica, among other things,  the right to call the
loan and  immediately  terminate the credit facility.  We are
currently in discussions with  Transamerica to obtain a waiver
of the covenant  default.  There is no assurance  that a waiver
will be obtained from Transamerica nor that the covenants will
be revised with terms favorable to us.

"In March 2001, FNC obtained a $2 million  discretionary  credit  
facility  from Deutsche Financial Services Corporation to
purchase inventory.  To secure payment, Deutsche obtained a
security interest in all of FNC's inventory, equipment,
fixtures, accounts, reserves,  documents, general intangible
assets and all judgments, claims, insurance policies, and
payments owed or made to FNC. Under the loan  agreement,  all
draws matured in 30 days.  Thereafter, interest accrued at the
lesser of 16% per annum or at the maximum lawful contract rate
of interest permitted under applicable law.

"FNC was required to maintain  certain  financial  covenants  to
qualify for the Deutsche  bank credit  line,  and was not in  
compliance  with  certain of these covenants  as of June 30,  
2002 and  December 31, 2001, which  constituted  a technical  
default under the credit line.  This gave Deutsche the right to
call the loan and terminate the credit line.  The credit  
facility was  guaranteed by PMIC and could be terminated by
Deutsche immediately given the default. On April 30, 2002,  
Deutsche  elected to terminate the credit facility  effective
July 1, 2002. Upon  termination,  the  outstanding  balance must
be repaid in accordance with normal terms and provisions of the
financing agreement. As of September 30, 2002, there were  
outstanding  draws of $11,600 on the credit line.  The entire
outstanding balance was repaid on October 9, 2002.

"Pursuant to one of our bank mortgage loans  with  a  $2,393,700  
balance at September 30, 2002, we are required to maintain  
certain  financial  covenants. During 2001, we were in violation
of a consecutive  quarterly  loss covenant and an EBITDA
coverage ratio covenant, which is an event of default under the
loan agreement that gives the bank the right to call the loan. A
waiver of these loan covenant violations  was obtained from the
bank in March 2002,  retroactive to September  30, 2001,  and
through  December 31,  2002.  As a condition for this waiver,  
we transferred  $250,000 to a restricted  account as a reserve
for debt servicing. This amount has been reflected as restricted
cash in the consolidated financial statements.

"We presently have insufficient working capital to pursue our
long-term growth plans with respect to expansion of our  service
and product offerings.  We believe, however, that  our  existing
cash, trade credits from  suppliers, anticipated  income tax  
refunds, and proceeds from issuance of additional preferred
stock will satisfy our anticipated requirements for working
capital to support our present operations through the next 12
months,  provided we are able to maintain our existing credit
lines or obtain  comparable  replacement credit facilities.

"On May 31, 2002 we received  net proceeds of $477,500  from the
issuance of 600 shares of 4% Series A Preferred  Stock.  We
expect an additional 400 shares will be issued in the fourth
quarter 2002. Even though we have completed the required
registration of the underlying common stock in October 2002,  
there is no assurance  these  remaining  400 shares  will be
sold or that we will be able to obtain additional capital beyond
the issuance of these 1,000 shares of Preferred stock.  Upon the  
occurrence of a Triggering  Event,  such as the Company were a
party in a "Change of Control Transaction," among others, as
defined, the holder of the  preferred  stock has the rights to  
require  us to redeem its  preferred stock in cash at a minimum
of 1.5 times the Stated Value.  As of September 30, 2002, the
redemption  value of the Series A Preferred  Stock,  if the
holder had required  us to redeem  the Series A Preferred  Stock
as of that  date, was $912,200. Even though we do not expect
those Triggering Events will occur, there is no assurance  that
those events will not occur.  In the event we are required to
redeem our Series A Preferred Stock in cash, we might  
experience a reduction in our ability to operate the business at
the current level.

"We are actively seeking additional capital to augment our
working capital and to finance our new business. However, there
is no assurance that we can obtain such capital,  or if we can  
obtain  capital that it  will  be on terms that are acceptable
to us."


PEACE ARCH: February-Quarter Results Reflect Strong Growth
----------------------------------------------------------
Peace Arch Entertainment Group Inc. (AMEX: "PAE"; TSX: "PAE.A",
"PAE.B") announced its results for three and six months ended
February 28, 2003.

The Company's revenue totaled $10.1 million for the quarter,
compared with $1.2 million in the second quarter of FY2002.
During the quarter, the Company delivered three feature films, 5
episodes of a 13 episode prime-time television series and two
documentary specials. During the quarter, the Company was in
production of two feature films and a documentary series, which
are scheduled for delivery during the balance of the fiscal
year.

The Company reported net income of $5.0 million, or $0.60 per
diluted share, for the three months ended February 28, 2003,
compared with a net loss of $0.4 million, or $0.11 per diluted
share, in the second quarter of FY2002. Diluted earnings per
share was calculated on 8,308,333 weighted average shares
outstanding in the most recent quarter and 3,887,844 weighted
average shares outstanding in the same quarter of the prior
year. The Company reported net earnings for the quarter of $0.4
million before a one-time gain on the settlement of debt of $4.6
million.

For the six months ended February 28, 2003, the Company's
revenue increased to $11.7, from $5.2 million in the first half
of FY2002. The Company reported net earnings of $4.8 million or
$0.56 per diluted share compared with a net loss of $1 million
or $0.27 per diluted share for the six months ended February 28,
2002.

The balance sheet at February 28, 2003 reflected the Company's
recently completed acquisition, financing and debt restructuring
activities. During the quarter the Company acquired a portfolio
of assets valued at $2.5 million, in exchange for 8,333,333
Class B Subordinate Voting Shares of the Company. Pursuant to a
private placement agreement, the Company received proceeds of
$1.5 million in exchange for 5,000,000 Class B Shares.

During the quarter, the Company modified a $7.6 million debt
instrument and a $1.6 million loan guarantee. Under the modified
terms, these obligations have no set maturity dates and
repayment is restricted to cash flows generated by net assets of
the Company prior to giving effect to financing and acquisition
transactions. During the quarter, the Company reported a gain on
settlement of debt of $4.6 million, being the difference between
the fair value of the modified debt instruments and the carrying
value of the original debt instruments. In connection with the
foregoing, the Company issued convertible instruments providing
the holders with the right to convert the unpaid balance of the
above obligations into common shares of the Company at prices
between $3.00 and $5.00 per Class B Subordinate Voting Share.

Juliet Jones, Chief Financial Officer of the Company stated, "We
are pleased to present our financial results for the quarter,
which reflect a strengthened balance sheet due to our recently
completed capital transactions. The improvement in our second
quarter results reflect the acquisition of the ongoing business
of GFT Entertainment Inc., one of Canada's leading independent
producers of feature films."

Peace Arch Entertainment Group Inc., one of Canada's foremost
entertainment companies, creates, develops, produces and
distributes proprietary feature film and television programming
for worldwide markets. Peace Arch is headquartered in Vancouver,
British Columbia, with offices in Toronto and London, England.

For additional information on Peace Arch Entertainment Group,
visit http://ww.peacearch.com


PENN NAT'L GAMING: Sets Annual Shareholders Meeting for May 22
--------------------------------------------------------------
The 2003 Annual Meeting of Shareholders of Penn National Gaming,
Inc., a Pennsylvania corporation, will be held on Thursday,
May 22, 2003, at 10:00 a.m., local time, at the offices of
Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street,
Philadelphia, Pennsylvania 19103 for the following purposes:

1.  To elect two Class I directors for a 3-year term and until
    their successors are duly elected and qualified.

2.  To consider and act upon a proposal to ratify the
    appointment of BDO Seidman, LLP, as independent public
    accountants for the Company for the fiscal year ending
    December 31, 2003.

3.  To consider and approve the 2003 Long Term Incentive
    Compensation Plan of the Company, which will replace the
    Company's 1994 Stock Option Plan.

4.  To consider and transact such other business as may properly
    come before the Annual Meeting.

Only shareholders of record at the close of business on April 4,
2003 are entitled to notice of, and to vote at, the Annual
Meeting and any postponement or adjournment thereof.

Penn National Gaming owns and operates: three Hollywood Casino
properties located in Aurora, Illinois, Tunica, Mississippi and
Shreveport, Louisiana; Charles Town Races & Slots in Charles
Town, West Virginia; two Mississippi casinos, the Casino Magic
hotel, casino, golf resort and marina in Bay St. Louis and the
Boomtown Biloxi casino in Biloxi; the Casino Rouge, a riverboat
gaming facility in Baton Rouge, Louisiana and the Bullwhackers
casino properties in Black Hawk, Colorado. Penn National also
owns two racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in
West Virginia; a 50% interest in the Pennwood Racing Inc. joint
venture which owns and operates Freehold Raceway in New Jersey;
and operates Casino Rama, a gaming facility located
approximately 90 miles north of Toronto, Canada, pursuant to a
management contract.

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's assigned its 'B+' rating to gaming
property owner and operator Penn National Gaming Inc.'s proposed
$1 billion senior secured bank credit facility. In addition,
Standard & Poor's affirmed its 'B+' corporate credit and 'B-'
subordinated debt ratings on Penn National.

At the same time, Standard & Poor's lowered its existing senior
secured rating on the company to 'B+' from 'BB-' and removed the
rating from CreditWatch where it was placed on Aug. 8, 2002.

The downgrade reflects the significant amount of senior secured
bank debt in the company's pro forma capital structure. The 'BB'
rating on the company's existing $75 million bank credit
facility remains on CreditWatch with negative implications. This
rating will be withdrawn once the new facility is in place.

S&P says the outlook for Penn National is stable.


PERLE SYSTEMS: Feb. 28 Balance Sheet Upside-Down by $4 Million
--------------------------------------------------------------
Perle Systems Limited (OTCBB:PERL) (TSX:PL), a leading provider
of networking products for Internet Protocol and e-business
access, reported unaudited financial results for the third
quarter fiscal 2003 ended February 28, 2003. All numbers are in
US$ unless otherwise stated.

                    Financial Highlights

Based on US GAAP, the Company's revenue for the third quarter of
fiscal 2003 totaled $5.8 million, compared to revenue of $6.5
million in the second quarter of fiscal 2003.

Net operating profit for the quarter was approximately $452,000
compared to a net operating profit of $102,000 in the preceding
quarter. Cash earnings per share were $0.05 for the quarter
compared to cash earnings per share of $0.01 in the preceding
quarter.

The Company was near break even for the quarter. Disciplined
cost controls and a sustained strong gross margin, offset the
lower sales. Earnings per share, in line with the same quarter
last year were zero.

For the nine months to February 28, 2003, the net loss was
approximately $2.0 million including a goodwill write-down of
$750,000. This compares to $1.7 million in the same period last
year including one-time charges of $575,000. The loss per share
was $0.21 inclusive of the goodwill write-down, and $0.13 per
share exclusive of the goodwill write-down. This compares to a
loss of $0.17 per share inclusive of the one-time charges, and a
loss of $0.11 per share exclusive of the one-time charges, in
the same period last year.

At February 28, 2003, Perle Systems' balance sheet shows a
working capital deficit of about $16 million, and a total
shareholders' equity deficit of about $4 million.

The Company is in compliance with its bank covenants having
obtained a waiver from its lender for the third quarter.
However, due to the volatile nature of the marketplace for
technology products, it is difficult to accurately forecast
future sales and profits, and therefore the Company's ability to
comply with future bank covenant requirements. As a result, in
compliance with GAAP, the Company has elected to reclassify its
long-term debt as current debt. This reclassification has no
impact on the repayment terms of the debt.

The Company is current with its principal and interest payments
to its lender.

Chief Executive Officer's comments:

"Through disciplined cost and production controls we have, in a
difficult sales environment, maintained the operating profit for
the quarter," stated Joe Perle, President and Chief Executive
Officer.

"In our focus to now grow sales we have stepped up our product
development release schedule. We released higher performance
models for the popular Perle Jet Stream and IOLAN+
serial/terminal servers. We released an 8-port model of the new
Perle CS9000 console server line. This will allow customers with
fewer devices in rack to benefit from the advanced management
functionality of the CS9000 line, which previously existed in 16
and 24 port models. We added PPPoE (PPP over Ethernet) to the
Perle router line. This will enable customers to take advantage
of cost-effective Perle routers in DSL environments. At the
beginning of the quarter we released 3.3v models in the Perle
PCI Host multi-port card line. These cards will be used by
customers in the new 3.3v servers coming into the market now. We
have also re-focused our marketing campaigns into areas that are
enjoying growth in the current environment, such as retail and
medical technology."

Chief Financial Officer's comments:

"Our fundamental financial focus of building cash flow continues
through offsetting the lower sales base by improving margins and
driving operating efficiencies from within the business by
containing costs. We are also concentrating on improving working
capital by reducing the days sales outstanding in accounts
receivable," stated Derrick Barnett, Vice President, Finance and
Chief Financial Officer.

Perle Systems is a leading developer, manufacturer and vendor of
high-reliability and richly featured networking products. These
products are used to connect remote users reliably and securely
to central servers for a wide variety of business applications.
Perle specializes in Internet Protocol (IP) connectivity
applications, including a focus on mid-size IP routing
solutions. Product lines include routers, remote access servers,
serial/console servers, emulation adapters, multi-port serial
cards, multi-modem cards, print servers and network controllers.
Perle distinguishes itself through extensive networking
technology, depth of experience in major real-world network
environments and long-term distribution and VAR channel
relationships in major world markets. Perle has offices and
representative offices in 12 countries in North America, Europe
and Asia and sells its products through distribution channels
worldwide. Its stock is traded on the OTCBB (symbol PERL) and
the Toronto Stock Exchange (symbol PL). For more information
about Perle and its products, access the Company's Web site at
http://www.perle.com


PHYLOS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Phylos, Inc.
        128 Spring Street
        Lexington, Massachusetts 02421

Bankruptcy Case No.: 03-11303

Type of Business: Biopharmaceutical company

Chapter 11 Petition Date: April 30, 2003

Court: District of Delaware

Debtor's Counsel: Michael R. Lastowski, Esq.
                  Duane, Morris & Hackscher LLP
                  1100 North Market Street
                  Suite 1200
                  Wilmington, DE 19801-1246
                  Tel: 302-657-4900
                  Fax : 302-657-4901

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ambion, Inc.                Trade                     $108,793


Hale and Dorr, LLP          Trade                      $97,963

Clark and Elbing, LLP       Trade                      $86,985

Invitrogen Life             Trade                      $68,454
Technologies         

Ameraham BioSciences Corp   Trade                      $43,780

VWR Scientific Products     Trade                      $41,936

Applied Biosystems          Trade                      $36,570

Dynal, Inc.                 Trade                      $26,919

Lahive & Cockfield, LLP     Trade                      $26,769

Richards Barry Joyce &      Trade                      $24,812  
Partners
               
Stratogene                  Trade                      $19,529

Tecan, Inc.                 Trade                      $15,828

Oilgos Etc., Inc.           Trade                      $15,694

Sigma-Aldrich, Inc.         Trade                      $15,423

American Express            Trade                      $13,558

Fisher-Scientific           Trade                      $13,417

Heiler Hermann Attorneys    Trade                      $12,880

USB Corporation             Trade                       $8,207

Qiagen, Inc.                Trade                       $7,085

Perkin-Elmer Life Sciences  Trade                       $6,795
Inc.              


POLAROID CORP: Examiner Gets Blessing to Hire Proskauer Rose LLP
----------------------------------------------------------------
Polaroid Corporation's Examiner Perry M. Mandarino, CPA,
obtained permission from the Court to retain nunc pro tunc to
February 24, 2003, Proskauer Rose LLP as his counsel with
respect to the examination.

With the Court's blessing, Proskauer will:

  (a) take all necessary actions to assist the Examiner in
      his examination and advising him with respect to his
      powers and duties;

  (b) represent the Examiner at all hearings on matters
      pertaining to his affairs as the Examiner;

  (c) prepare, in conjunction with or on behalf of the Examiner,
      all reports, pleadings, applications and the necessary
      documents in the discharge of his duties;

  (d) counsel and represent the Examiner in connection with the
      numerous bankruptcy-related matters arising during the
      administration of the Examiner's duties in these cases;
      and

  (e) perform all other legal services that are desirable
      and necessary for the efficient and economic
      administration by the Examiner of his duties in these
      Chapter 11 cases.

The firm will bill the Debtors pursuant to these hourly rates,
subject to change from time to time:

    Partners                   $470 - 690
    Senior Counsel              390 - 525
    Associates                  210 - 425
    Paraprofessionals           100 - 180

Proskauer also intends to seek reimbursement of its reasonable
out-of-pocket expenses. (Polaroid Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PREMCOR INC: Reports Improved First-Quarter 2003 Results
--------------------------------------------------------
Premcor Inc. (NYSE: PCO) reported net income from continuing
operations before special items of $55.4 million for the first
quarter ended March 31, 2003, compared to a net loss from
continuing operations before special items of $12.4 million in
the first quarter of 2002.

Special items for the first quarter of 2003 included a pretax
charge of $16.6 million related to the expected disposition of
the company's Hartford, Illinois refinery assets and a pretax
loss of $7.0 million on the early retirement of debt. These
charges were partially offset by a $1.6 million pretax reduction
in the reserve the company established last year for the
restructuring of its corporate office activities. In the first
quarter of 2002, special items included a pretax charge of
$131.2 million relating to the plan to discontinue refining
operations at the Hartford refinery and a pretax charge of $10.8
million, primarily due to severance and other costs associated
with management changes and the company's corporate office
restructuring. In addition to the special items, in the first
quarter of 2003, Premcor had an after-tax loss from discontinued
operations of $4.3 million related to certain lease obligations
resulting from the bankruptcy of the purchaser of the company's
former retail operations. There were no results of discontinued
operations in the prior-year period. Including the effect of the
special items and the loss from discontinued operations, Premcor
reported net income of $37.5 million for the first quarter ended
March 31, 2003, compared to a net loss of $99.7 million in the
first quarter of 2002.

Included in Premcor's first quarter results was stock-based
compensation expense of $4.3 million pretax, equal to $.04 per
share after tax. Premcor is one of the few major U.S.
independent refiners that currently expense this non-cash
compensation item. Absent the stock-based compensation expense,
Premcor's first quarter net income from continuing operations,
excluding special items would have been $.84 per share.

Thomas D. O'Malley, Premcor's Chairman and Chief Executive
Officer, said, "We are pleased with Premcor's first quarter
results. Industry conditions were robust during February and
March, after getting off to a weak start in January. Refining
margins and crude oil price differentials were the best we have
seen since 2001. Demand for refined products was extremely
strong during the period due to the cold weather in the
Northeast and Midwest. We also saw U.S. gasoline demand hit all-
time highs. On the product supply side, the oil workers' strike
in Venezuela transformed that country from a major exporter to
an importer of refined products for most of the quarter. The
strike, coupled with unusually heavy U.S. refinery maintenance
in February and March, reduced product supplies during the
quarter. This supply-demand dynamic brought U.S. product
inventories to their lowest levels in ten years on a demand-
covered basis. Light-heavy crude oil price differentials were
wide during the quarter as incremental OPEC shipments brought an
increased supply of heavy-sour barrels onto the market during a
period of extremely high benchmark crude oil prices."

O'Malley continued, "While the strong margins and light-heavy
spread helped Premcor during the quarter, high natural gas and
prompt-month crude oil prices hurt us in ways our investors need
to understand clearly. As explained in our SEC filings, natural
gas is Premcor's largest single variable expense item. Our
operating costs are sensitive to the price of natural gas
because our refineries purchase and consume approximately 29
million mmbtus annually to fuel their operations. Roughly 80
percent of this volume is at our Port Arthur refinery, with the
balance at Lima. Memphis does not purchase meaningful quantities
of natural gas. The majority of our natural gas requirements are
purchased through long-term contracts on a calendar month basis
that fix the price at the beginning of the month. Our current
long-term natural gas supply contracts expire in August. We have
reduced -- and will further reduce -- our reliance on this
expensive fuel, and we are currently exploring the most cost-
effective purchasing strategy for Premcor going forward.
Nevertheless, natural gas will continue to be an important cost
component. Each $1.00/mmbtu change in the average natural gas
price results in a $29 million change in Premcor's cost
structure on an annual basis. Our budgeted production cost for
2003 was based on a natural gas price of $3.00/mmbtu. Our actual
cost for the first quarter was $6.32/mmbtu, and our actual cost
for the month of April is roughly $5.00/mmbtu.

"Turning to crude oil prices, with the addition of the Memphis
refinery, Premcor's domestic crude input is now over 300,000
barrels per day. As a buyer of domestic crude for pipeline
delivery, we are required to commit to the volume and price of
those crude supplies approximately one month in advance of
actually processing the crude into refined products. Our goal as
a merchant refiner is to achieve the refining margin available
in the market on a daily basis, but we are exposed to the risk
of prices fluctuating significantly between the time we enter
into the crude oil purchase commitment and the time we actually
process the crude oil into refined products. As more fully
described in our SEC filings, which I urge our investors to read
carefully, our quarterly earnings may be materially impacted by
changes in the price of crude oil and the risk management
activities we undertake to mitigate those changes. Risk
management measures may or may not be cost-effective depending
on market conditions, and it is at best an inexact science."

Commenting on Premcor's growth during the quarter, O'Malley
said, "We took a major step forward this quarter in our effort
to grow Premcor's earnings base by completing the Memphis
refinery acquisition on schedule on March 3. As a light-sweet
refinery processing 170,000 barrels per day, Memphis has
increased Premcor's refining capacity by 45 percent and has
added more resiliency to our earnings profile. Our employees
worked diligently to ensure a seamless transition, and the
refinery is operating well under Premcor management. I am
pleased to be able to say that Memphis has been profitable from
Day One."

Looking ahead, O'Malley said, "The second quarter is off to a
solid start. Refining margins and the light-heavy spread have
declined from their first quarter peaks, but nonetheless they
have been strong quarter-to-date. The WTI-Maya differential has
averaged over $8.00 per barrel for the month, while the Gulf
Coast 2-1-1 crack spread has averaged over $3.80 per barrel, and
the Chicago 3-2-1 crack spread has stayed over $7.00 per barrel.
These strong indicators are supported by a tight U.S. inventory
position in both middle distillates and gasoline going into the
summer driving season. We have seen ample shipments of crude
oil, and barring significant cutbacks by the heavy crude oil
producers, we expect the light-heavy spread to remain reasonably
wide. As for operations, while Premcor's first quarter results
reflected scheduled maintenance at the Lima refinery and only 29
days' contribution from the Memphis refinery, our second quarter
will benefit from an absence of major scheduled maintenance and
the availability of Memphis for the entire period. Given the
above margins, differentials, and natural gas prices, as well as
a stable crude oil price environment, we would expect the second
quarter to exceed our first quarter's profitability."

Premcor Inc. is one of the largest independent petroleum
refiners and marketers of unbranded transportation fuels and
heating oil in the United States.

As reported in Troubled Company Reporter's December 4, 2002
edition, Fitch Ratings affirmed the ratings of Premcor USA,
Premcor Refining Group and Port Arthur Finance Corp., in the
low-B ranges.  Fitch says the Rating Outlook for the debt of
PUSA, PRG and PAFC remains Positive.


SHELBOURNE PROPERTIES: Sells Century Park for about $30 Million
---------------------------------------------------------------
Shelbourne Properties I, Inc. (Amex: HXD), and Shelbourne
Properties II, Inc. (Amex: HXE) announce that their joint
venture entity, Century Park I Joint Venture, has consummated
the sale of its office complex property located in San Diego,
California commonly referred to as Century Park for a purchase
price of $29,750,000. After satisfying the debt encumbering the
property, closing adjustments and other closing costs, net
proceeds were approximately $9,300,000, approximately $4,650,000
of which is allocable to each of Shelbourne Properties I, Inc.
and Shelbourne Properties II, Inc.

The Board of Directors and Shareholders of each of the
Shelbourne REITs has previously approved a plan of liquidation
for each REIT. As a result of the sale of Century Park, the
remaining properties owned by each of the Shelbourne REITs are
as follows:

Shelbourne I -- a shopping center located in Towson, Maryland,
and a 50% ownership interest in an office building located in
Seattle, Washington.

Shelbourne II -- a shopping center located in Matthews, North
Carolina, an office building located in Richmond, Virginia, a
20.66% interest in two industrial buildings in the Columbus,
Ohio area, and a 50% ownership interest in an office building
located in Seattle, Washington.

The Shelbourne REITs were assisted in this transaction by Broad
Street Advisors, LLC, a New York based real estate brokerage
firm.

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


SPIEGEL INC: Committee Adopts Trading Protocol to Preserve NOLs
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Spiegel
Group and debtor-affiliates want to implement information-
blocking procedures to allow certain of their members to
continue with their customary securities trading operations.

The Securities Trading Committee Members intend to use a
screening wall to allow them to trade in the Debtors' debt or
equity securities or other claims or interests without giving
out non-public information.  The Screening Wall precludes
Committee personnel from receiving inappropriate information
regarding the Securities Trading Committee Member's trading in
the Debtors' Securities in advance of the trades.

David M. LeMay, Esq., at Chadbourne & Parke, LLP, in New York,
informs the Court that the Securities Trading Committee Members
have fiduciary duties to maximize returns to their clients
through trading securities.  Thus, if a Securities Trading
Committee Member is barred from trading the Debtors' Securities
during the pendency of these Chapter 11 cases because of its
duties to other creditors, it may risk the loss of a beneficial
investment opportunity for its clients, and therefore may breach
the fiduciary duty to such clients.  Alternatively, if a
Securities Trading Committee Member resigns from the Committee,
its interests may be compromised by virtue of taking a less
active role in the reorganization process. (Spiegel Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


STELCO: S&P Keeps Watch on Low-B Ratings on Weakened Financials
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its long-term
ratings, including the 'BB-' long-term corporate credit rating,
on integrated steel producer Stelco Inc. on CreditWatch with
negative implications due to a weakening financial profile.

"The CreditWatch placement reflects concerns about weakness in
earnings and uncertain prospects for steel prices and demand,"
said Standard & Poor's credit analyst Kenton Freitag. The
Hamilton, Ont.-based company's weakened financial profile stems
from difficult industry conditions, resulting from lower
industrial demand, sharply reduced spot market prices, and
higher input costs. As a result, credit measures have fallen
below Standard& Poor's previous expectations.

Standard & Poor's expects to meet with the company in the next
few weeks and, in completing its review, will monitor steel
industry fundamentals. Standard & Poor's also will seek
additional information about Stelco's postretirement benefit
plans and funding strategies, as well as the degree of
conservatism used in measuring the liabilities for financial
reporting purposes and management's strategy for containing
benefit costs.


THORNBURG MORTGAGE: S&P Assigns Low-B Ratings; Outlook is Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
counterparty credit rating and its 'BB-' senior unsecured debt
rating to Santa Fe, N.M.-based Thornburg Mortgage, Inc. The
senior debt rating is for the proposed $150 million senior
unsecured notes due 2013. The outlook is stable.

"The ratings reflect TMI's high quality assets, respectable
operating performance through various economic environments, and
demonstrated success in raising equity during difficult market
conditions. TMI has appropriate leverage on a risk-adjusted
basis, given the company's REIT status," said credit analyst
Steven Picarillo.

TMI's total stockholders' equity at March 31, 2003, was $992.2
million. Although the company's REIT status hinders its ability
to add to capital through retained earnings, TMI has been
successful in raising additional capital through the equities
markets. During first-quarter 2003, the company raised $122.2
million of new capital.

The outlook is based on continued respectable financial and
asset quality performance, maintaining appropriate leverage, and
TMI's focus on maintaining a balance sheet of high-quality
mortgage-related assets.   


TRANSPORTADORA: Fitch Downgrades Foreign Currency Rating to DD
--------------------------------------------------------------
Fitch Ratings downgraded the senior unsecured foreign currency
rating of Transportadora de Gas del Sur to 'DD' from 'C'. The
rating action follows the non-payment of principal associated
with TGS' US$100 million Floating Rate Notes issued under the
company's December 1997 US$500 million 'Obligaciones
Negociables' shelf registration with the Argentine Securities
and Exchange Commission. TGS has included the FRNs in its global
restructuring program.

TGS is seeking to restructure the majority of its obligations in
an effort to extend maturities and adjust payment terms to
reflect the company's limited financial flexibility. TGS' credit
profile has been adversely affected by the various emergency
measures implemented by the Duhalde administration following the
sovereign's default, including devaluation, 'pesofication' of
tariffs and elimination of price and/or tariff adjustments based
on foreign currency indexation. Fitch believes that parties
involved in TGS' restructuring efforts remain far apart,
precluding a rapid conclusion to the negotiations. In the
interim, management is focused on protecting the company's
operational integrity.

TGS is the operator of the largest pipeline transmission system
in Argentina, delivering an estimated 60% of the country's total
natural gas consumption. The company is owned (55.3%) and
operated by Compania de Inversiones de Energia. CIESA is 50%-
owned by Enron Argentina and Perez Companc. Both Enron and Perez
Companc also hold a direct 7.35% interest in TGS. The remaining
30% is publicly traded on the NYSE and BCBA.


UNITED AIRLINES: Flight Attendants Ratify Labor Concessions
-----------------------------------------------------------
The United flight attendants, represented by the Association of
Flight Attendants, AFL-CIO, ratified an agreement with
management to invest $314 million in our airline each year over
the next six years.

Seventy-five percent of eligible flight attendants who cast
their ballots voted for the contract. Over sixty-three percent
of eligible flight attendants voted.

AFA United Master Executive Council President Greg Davidowitch
issued this statement:

"United now has the Flight attendant cost savings needed to
successfully restructure and emerge from bankruptcy as a
competitive and premier airline in our industry. The results of
this vote, however, do not give us cause for celebration. The
sacrifices borne by the front line employees in ratifying
concessions that will affect our wages, benefits, pensions, and
work rules will have a harsh effect on our work lives and our
families.

"This vote is historic, but not unprecedented. Flight attendants
have consistently done what is necessary to ensure the success
of our airline. Through no fault of our own, this company is
experiencing the most difficult days of its 75-year history.
Yet, [Tues]day we have ratified an agreement that invests our
hard earned income into our airline in the form of concessions.
In return, flight attendants will participate in profit sharing,
and will receive incentive bonuses, and equity that will pay off
as the company returns to profitability. In spite of the
devastating world events and injurious business decisions by
management, we will do everything in our power to ensure that
our airline prospers, flight attendants get their returns, and
United continues to provide security for all of United's
employees.

"[Tues]day marks an immense step towards stability and security
for our airline and our jobs, but we know we have a great deal
of hard work before us. Throughout this process, we will
continue to question and expose shortsighted decisions and
executive greed because the employees of this airline will not
accept making these extreme sacrifices in vain. Our dedication
to our jobs and our airline shall not waiver as we continue to
demand the best decisions for the stability, success, and future
growth of our company."

More than 50,000 flight attendants, including the 23,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union.


UNITED AIRLINES: Request to Move Retired Pilots' Bar Date Nixed
---------------------------------------------------------------
The United Retired Pilots Benefit Protection Association asks
Judge Wedoff to extend the Bar Date by which United Airlines
retired pilots and their survivors must file proofs of claim.
Additionally, the URPBPA asks the Court to compel United to
provide a list with addresses of all United Airlines retired
pilots and their survivors.

URPBPA is an Illinois not-for-profit corporation that was
incorporated in December 2002 by retired United pilots to
protect their retirement benefits.  URPBPA currently has 2,355
members, and believes that there are more than 5,000 retired
United pilots and survivors who currently receive or are
entitled to receive benefits from Untied.

Jack J. Carriglio, Esq., at Meckler, Bulger & Tilson, tells the
Court that since its formation, URPBPA has made extensive
efforts to contact United's retired pilots and survivors.  While
many have joined URPBPA, others may not be aware of the group's
existence and mission.

On March 21, 2003, URPBPA asked United to provide names and
addresses of all retired pilots and survivors.  Instead, United
provided a compact disc with names of creditors.  Given the
number of retired pilots and the short amount of time before the
Bar Date, the URPBPA needs additional time to contact all
potential claimants to discuss issues related to proofs of
claim. URPBPA is concerned that it may not be able to contact
all persons whose rights may be affected by the May 12, 2003
proof of claim filing deadline.  Accordingly, URPBPA asks Judge
Wedoff to extend United's bar date for retired pilots and
survivors by an additional 30 days.

                        *     *     *

Judge Wedoff denies URPBPA's request. (United Airlines
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


UNUMPROVIDENT: S&P Cuts Ratings on Related Deals to Low-B Levels
----------------------------------------------------------------
Standard & Poor's Ratings Services today lowered its ratings on
various UnumProvident Corp.-related synthetic transactions and
left them on CreditWatch with negative implications, where they
were placed Feb. 18, 2003.

CorTS Trust for Unum Notes and PreferredPLUS Trust Series UPC-1
are synthetic transactions that are weak-linked to the rating on
the underlying securities, UnumProvident Corp.'s 6.75% notes due
Dec. 15, 2028.

CorTS Trust For Provident Financing Trust I, CorTS Trust II for
Provident Financing Trust I, and CorTS Trust III for Provident
Financing Trust I are synthetic transactions that are weak-
linked to the rating on the underlying securities, Provident
Financing Trust I's 7.405% capital securities due March 15, 2038
(guaranteed by UnumProvident Corp.).

These rating actions follow the downgrade of the underlying
securities. A copy of the UnumProvident Corp.-related summary
analysis, dated April 25, 2003, can be found on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com.
   
      RATINGS LOWERED AND REMAIN ON CREDITWATCH NEGATIVE
   
           CorTS Trust for Provident Financing Trust I
    $52 million corporate-backed trust securities certificates
   
                              Rating
          Class        To                From
          Certs        BB/Watch Neg     BB+/Watch Neg
   
           CorTS Trust II for Provident Financing Trust I
    $87 million corporate-backed trust securities certificates
   
                              Rating
          Class        To                From
          Certs        BB/Watch Neg     BB+/Watch Neg
   
          CorTS Trust III for Provident Financing Trust I
    $26 million corporate-backed trust securities certificates
   
                              Rating
          Class        To                From
          Certs        BB/Watch Neg     BB+/Watch Neg
   
                    CorTS Trust for Unum Notes
     $25 million corporate-backed trust securities certificates
   
                              Rating
          Class        To                From
          Certs        BBB-/Watch Neg     BBB/Watch Neg
   
                 PreferredPLUS Trust Series UPC-1
     $32 million PreferredPLUS trust series UPC-1 certificates
   
                              Rating
          Class        To                From
          Certs        BBB-/Watch Neg     BBB/Watch Neg


UNUMPROVIDENT: Fitch Places BB+ Preferred Rating on Watch Neg.
--------------------------------------------------------------
Fitch Ratings has downgraded all of UnumProvident Corp's long-
term ratings by one notch and maintains the prior Rating Watch
Negative on all ratings.

This includes a downgrade in the insurer financial strength of
UNM's insurance subsidiaries to 'A-' from 'A' and the senior
debt rating of the holding company to 'BBB-' from 'BBB'. UNM's
commercial paper rating was downgraded to 'F3' from 'F2'. The
downgrades affect approximately $2.5 billion of debt
outstanding.

The downgrades reflect the deterioration in UNM's GAAP earnings
outlook and its resulting impact on fixed charge coverage going
forward. UNM's $454 million GAAP reserve strengthening in the
group income protection line underscores the company's
concentration in business lines challenged under current
economic conditions which contribute to higher claims incidence
and lower recovery rates, but also reflects issues in
operational efficiency specific to UNM. While the operational
issues are being addressed by management, Fitch expects that the
lower earnings levels in this line are likely to persist at
least through 2003 and 2004, given the low interest rate
environment and continued weakness in the economy.

Resolution of the current Rating Watch Negative is dependent
upon the successful completion of capital raising efforts
detailed by UNM on April 25, 2003. Restoration of consolidated
NAIC RBC levels to 250%, as well as completion of other
financial restructuring intended to maintain risk-based capital
at that level or greater will be important factors in resolution
of the watch status. If UNM is unsuccessful in its efforts to
raise the planned $900 million and restoring RBC over the next
several weeks, all ratings could be lowered by an additional 1-2
notches.

Ultimate determination of UNM's rating outlook will also
consider the lingering risk of further investment losses and
additional adverse claims incidence.

              Entity/Issue Type Action Rating/Outlook

UnumProvident Corp.

   --Senior debt downgrade 'BBB-'/ Rating Watch Negative
   --Commercial paper downgrade 'F3'/ Rating Watch Negative

Provident Financing Trust I

   --Preferred stock downgrade 'BB+'/ Rating Watch Negative

UnumProvident Group members:

   --Insurer financial strength rating downgrade 'A-'/
     Rating Watch Negative

Group members are: Unum Life Insurance Company of America
Provident Life & Accident Insurance Company Provident Life and
Casualty Insurance Company The Paul Revere Life Insurance
Company First Unum Life Insurance Company Colonial Life &
Accident Insurance Company Paul Revere Variable Annuity
Insurance Co.


U.S. STEEL: Narrows First-Quarter 2003 Net Loss to $38 Million
--------------------------------------------------------------
United States Steel Corporation (NYSE: X) reported a first
quarter 2003 net loss of $38 million, compared with a net loss
of $83 million in first quarter 2002 and net income of $11
million in fourth quarter 2002.

Excluding special items, the adjusted first quarter 2003 net
loss was $17 million, or 19 cents per diluted share, compared
with an adjusted net loss of $96 million, or $1.07 per diluted
share, in first quarter 2002 and adjusted net income of $43
million, or 42 cents per diluted share, in fourth quarter 2002.

The first quarter 2003 loss from operations before special items
was $19 million, or $5 per ton, compared with an operating loss
of $81 million, or $25 per ton, in first quarter 2002 and
operating income of $51 million, or $14 per ton, in fourth
quarter 2002.

Commenting on results, U. S. Steel Chairman and Chief Executive
Officer Thomas J. Usher said, "Domestic results were
significantly impacted by increases in natural gas costs, higher
pension and other postretirement benefit costs, and normal
negative seasonal effects on our iron ore operations. U. S.
Steel Kosice, on the other hand, achieved record first quarter
income from operations reflecting first quarter increases in
both prices and shipments."

Higher prices for domestic natural gas increased costs $54
million and $36 million, respectively, from the first and fourth
quarters of 2002. Pension and other postretirement benefit
costs, excluding settlement charges, increased by $61 million
versus first quarter 2002 and $50 million versus fourth quarter
2002.

Usher added, "On a positive note, we achieved several important
strategic milestones in early 2003 which will transform U. S.
Steel into a more globally competitive steel company. These
include receiving bankruptcy court approval to purchase National
Steel and reaching a progressive new labor agreement with the
Steelworkers Union. In addition, building upon the success of
our USSK operations in Central Europe, we agreed to purchase
Serbian steel producer Sartid a.d. and we submitted an offer to
acquire Poland's largest steel company."

U. S. Steel's Flat-rolled segment recorded a first quarter loss
from operations of $40 million, or $16 per ton, which was
improved from a first quarter 2002 loss from operations of $74
million, or $32 per ton, but down from 2002's fourth quarter
income of $8 million, or $3 per ton. The average realized price
in first quarter 2003 was $421 per ton, up $44 per ton from the
year-earlier quarter, but down $10 per ton from the 2002 fourth
quarter. First quarter 2003 shipments were 2.4 million net tons,
up 5 percent from 2.3 million net tons in 2002's first quarter,
and up 2 percent from the fourth quarter of 2002. In addition to
impacts from natural gas and benefit cost increases, first
quarter Flat-rolled results were negatively affected by a less
favorable product mix than in last year's fourth quarter,
including increased shipments of semi-finished products.

The Tubular segment recorded a first quarter 2003 loss from
operations of $5 million, or $24 per ton, compared with income
of $3 million, or $16 per ton, in first quarter 2002 and a loss
of $9 million, or $59 per ton, in the 2002 fourth quarter. First
quarter 2003 Tubular shipments of 206,000 net tons rose from
188,000 net tons in the year-earlier quarter and 152,000 net
tons in fourth quarter 2002. The latest quarter's average
realized price fell $2 per ton from $640 per ton in first
quarter 2002, and was off $30 per ton from $668 in the prior
year's fourth quarter. North American drilling activity has
begun to pick up in response to higher energy prices, and some
recovery is expected during the second half of 2003.

The USSK segment recorded first quarter income from operations
of $64 million, or $54 per net ton, compared with an operating
loss of $1 million, or $1 per net ton, in the 2002 first quarter
and income from operations of $45 million, or $42 per net ton,
in 2002's fourth quarter. First quarter 2003 shipments of 1.2
million net tons were significantly higher than first quarter
2002 shipments, which were negatively impacted by a blast
furnace outage, and moderately improved from shipments in the
fourth quarter of 2002. USSK operated at 97 percent of
capability in the first quarter of 2003. USSK's average realized
price in the first quarter rose to $341 per net ton, up $96 per
net ton from $245 per net ton in the 2002 first quarter, and up
$35 per net ton from the fourth quarter last year. The
improvements reflect price increases implemented during the
quarter for most products as well as favorable foreign currency
translation effects. The improvement over first quarter last
year also reflects price increases implemented throughout 2002.

The Straightline segment reported a first quarter loss from
operations of $15 million, compared with losses of $8 million
and $13 million in 2002's first and fourth quarters,
respectively.

The Real Estate segment reported first quarter income from
operations of $13 million, versus $10 million in the same 2002
quarter, and $20 million in the 2002 fourth quarter.

U. S. Steel's Other Businesses, which include raw materials,
transportation, and engineering and consulting units, had a
first quarter 2003 loss from operations of $36 million, compared
with a loss from operations of $11 million in 2002's first
quarter and breakeven operating results in the fourth quarter of
2002. The first quarter loss was largely attributable to higher
energy costs and seasonal effects at iron ore operations as well
as increased employee benefit costs across all units.

Total liquidity as of March 31, 2003, was $1.15 billion, an
increase of $122 million from year-end 2002, primarily due to
net proceeds of $242 million from the convertible preferred
stock offering that was completed in February 2003, partially
offset by first quarter cash requirements.

Looking ahead, even though the company is experiencing a
softening of the order book that is expected to have an impact
late in the second quarter, shipments for the Flat-rolled
segment are expected to improve somewhat from first quarter
levels. Second quarter average realized prices are expected to
decline slightly primarily due to weakening spot markets. Second
quarter natural gas prices, while significantly higher than in
last year's second quarter, are expected to decline from the
first quarter of 2003. Costs in the second quarter will be
negatively impacted by approximately $40 million for scheduled
repair outages for the company's largest blast furnace, the hot
strip mill and other major units at Gary Works. For full-year
2003, Flat- rolled shipments are expected to approximate 10.0
million net tons.

For the Tubular segment, second quarter shipments are projected
to be up moderately from the first quarter, and the average
realized price is expected to be slightly lower than in the
first quarter. Shipments for full-year 2003 are expected to be
approximately 1.0 million net tons. The new quench and temper
line at Lorain Tubular will commence start-up in May with full
facility availability expected in July.

USSK second quarter shipments are expected to be about equal to
shipments in the first quarter 2003. Shipments for the full year
are projected to be approximately 4.4 million net tons. USSK's
second quarter average realized price is expected to increase
compared to first quarter 2003 due to an April 1, 2003, price
increase of 20 euros per metric ton for all products. This
increase will be partially offset by an unfavorable change in
product mix projected for the second quarter. A new continuous
annealing line is currently being commissioned and will be fully
operational by the end of the second quarter. It is expected to
reach full production during the third quarter when a new
electrolytic tinning line commences operation.

U. S. Steel's bid to acquire substantially all of National Steel
Corporation's integrated steel assets was approved by the
bankruptcy court on April 21, 2003. U. S. Steel and National
have signed a definitive agreement and the transaction is
expected to close later in the second quarter.

The new labor agreement reached by U. S. Steel and the United
Steelworkers of America, which covers the USWA-represented
plants of both U. S. Steel and National Steel, is scheduled for
a ratification vote by USWA membership in May.

Regarding the National purchase and new labor agreement, Usher
said, "This groundbreaking agreement not only cleared the way
for our purchase of National, but it clearly provides us the
flexibility to staff and operate all of our facilities on a more
world competitive basis. We expect that the combined U. S. Steel
and National, operating under this innovative agreement, will be
able to build substantial value for all U. S. Steel
stakeholders."

During the quarter, U. S. Steel confirmed that the previously
announced letter of intent to sell its raw materials and
transportation units will be allowed to expire. However, the
company is still pursuing the sale of its coal operations as
well as most of its other remaining mineral interests. As a
result of these efforts, on April 25, 2003, U. S. Steel sold
certain coal seam gas interests in Alabama for net proceeds of
approximately $34 million.

The privatization process for Polskie Huty Stali S.A. (PHS) has
progressed, with U. S. Steel submitting a second offer for PHS
on April 22, 2003. PHS is Poland's largest integrated steel
producer and includes the two largest steel plants in the
country.

On March 31, 2003, a wholly owned U. S. Steel subsidiary agreed
to purchase out of bankruptcy Serbian steel producer Sartid a.d.
and six of its subsidiaries for a total purchase price of $23
million and other financial and employment commitments. Sartid's
production facilities include integrated facilities with annual
raw steel design production capability of 2.4 million net tons.
This transaction is targeted for completion during the third
quarter of 2003.

                           *   *   *

As previously reported, Fitch Ratings 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.


VENTAS INC: March 31 Net Capital Deficit Narrows to $43 Million
---------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) said that normalized Funds From
Operations for the first quarter 2003 was $27.9 million or $0.35
per diluted share compared with $22.1 million or $0.32 per
diluted share for the comparable 2002 period.

Net income for the first quarter ended March 31, 2003 was $37.3
million or $0.47 per diluted share. Net income includes a
benefit of $20.2 million ($0.26 per diluted share) resulting
from the reversal of a previously recorded contingent liability
relating to uncertainties surrounding matters pertaining to an
IRS audit of the Company's 1997-1998 tax periods that was
completed on April 1, 2003. For the first quarter ended March
31, 2002, net income was $12.7 million or $0.18 per diluted
share.

Normalized FFO for the first quarter ended March 31, 2003
excludes the $20.2 million impact of the reversal of the
contingent liability.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $43 million.

"Ventas continues to produce reliable growth, delivering a nine
percent increase in FFO during the first quarter," Ventas
Chairman, President and CEO Debra A. Cafaro said. "Additionally,
we continue to work with our primary tenant, Kindred Healthcare,
Inc. (Nasdaq:KIND), to help Kindred achieve an orderly exit from
the Florida skilled nursing home market on terms that are
consistent with our Master Leases and beneficial to both
companies."

     FIRST QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

-- The Company and Kindred distributed approximately $13 million
   to each company from a previously established Tax Refund
   Escrow which was a result of the successful completion of the
   IRS audit regarding the Company's 1997 and 1998 tax periods.
   The audit concluded that the Company (1) does not owe any
   additional taxes for those periods, (2) is entitled to retain
   the approximately $26 million federal tax refund it received
   in 1999 for those periods, and (3) is entitled to receive an
   additional refund of $1.2 million for those periods. In
   addition, as a result of the completion of the audit, the
   Company will retain substantially all of its favorable tax
   attributes such as net operating loss carryforwards and
   capital loss carryforwards.

-- Ventas increased its first quarter dividend to $0.2675 per
   share, a 13% increase over prior year quarterly dividend of
   $0.2375 per share.

-- Kindred's EBITDAR to rent coverage at the 253 skilled nursing
   facilities and hospitals it leases from the Company was 1.7x
   for the year ended December 31, 2002.

-- Rating agencies Moody's and S & P recently reconfirmed the
   Company's unsecured debt rating at Ba3/BB-. Moody's improved
   the outlook for the Company to "stable."

                    FIRST QUARTER 2003 RESULTS

Revenue for the quarter ended March 31, 2003, was $50.4 million,
of which $47.1 million (or 93.5%) resulted from leases with
Kindred. Expenses for the quarter ended March 31, 2003 totaled
$13.1 million and were reduced by the $20.2 million of reversal
of a contingent liability, and included $10.8 million of
depreciation expense, $17.1 million of interest expense on debt
financing, and $1.2 million of interest expense on the Company's
settlement with the Department of Justice. General,
administrative and professional expenses for the first quarter
totaled $3.9 million.

                         FFO GUIDANCE

Ventas said it reaffirmed its 2003 normalized FFO guidance of
$1.43 to $1.45 per diluted share. The guidance excludes gains
and losses, the non-cash effect of swap ineffectiveness under
SFAS 133 and the impact of acquisitions, divestitures and other
capital transactions. The Company may from time to time update
its publicly announced FFO guidance, but it is not obligated to
so.

The Company's FFO guidance is based on a number of assumptions,
which are subject to change and many of which are outside the
control of the Company. If any of these assumptions vary, the
Company's results may change. There can be no assurance that the
Company will achieve these results.

Ventas, Inc., is a healthcare real estate investment trust that
owns 44 hospitals, 220 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The
Company also has investments in 25 additional healthcare and
senior housing facilities. More information about Ventas can be
found on its Web site at http://www.ventasreit.com   


WABASH NATIONAL: March 31 Working Capital Deficit Tops $205 Mil.
----------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) announced results for
the three months ended March 31, 2003. Net sales for the first
quarter were $223 million compared to $162 million for the same
period last year. Net income for the period was $1.4 million
compared to a net loss of $14.6 million for the same period last
year. Diluted income per share was $0.05 for the quarter
compared to a loss of $0.65 per share for the 2002 quarter.

Commenting on the quarter, William P. Greubel, President and
Chief Executive Officer, noted, "We are very pleased to be able
to report the first profitable quarter in over two years. New
trailer demand and production in the first quarter, while nearly
double that of depressed levels of the same period last year,
increased approximately 10% on a sequential basis. The
improvements are consistent with our view that industry demand
continues to grow albeit at a slow pace. We continue to be
pleased with the progress our associates are making in improving
operating effectiveness and efficiency. We have achieved over
$50 million total annualized cost reductions. As previously
announced, the Company completed the amendment of its credit
facilities in April 2003. The amendment revises certain of the
Company's financial covenants and adjusts downward the required
monthly principal payments during 2003. The amendment provides
greater flexibility from both a financial covenant standpoint
and from a debt repayment standpoint. The Company remains highly
focused on continuing to reduce debt through cash flow from
operations, working capital improvements and sales of non-core
assets. We believe the Company has substantially completed a
rather dramatic turnaround in the midst of a historic industry
cycle and can now focus on building a sustainable business model
capable of achieving attractive returns."

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) and
Fruehauf(R) brands. The Company believes it is one of the
world's largest manufacturers of truck trailers, the leading
manufacturer of composite trailers and through its RoadRailer(R)
products, the leading manufacturer of bimodal vehicles. The
Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and
used trailers and aftermarket parts, including its Fruehauf(R)
and Pro-Par(R) brand products with locations throughout the U.S.
and Canada.

Wabash National Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $205 million.

As reported in Troubled Company Reporter's April 16, 2003
edition, Wabash National completed the amendment of its credit
facilities, which includes its revolving line of credit, its
senior notes, its receivables facility and its lease facility.
The amendment revises certain of the Company's financial
covenants and adjusts downward the required monthly principal
payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to
announce further results before the first quarter would be
completed, given the softness in demand and other factors.

The Company remains in a highly liquidity-constrained
environment, and even though its bank lenders have waived
current covenant defaults, there is no certainty that the
Company will be able to successfully negotiate modified
financial covenants to enable it to achieve compliance going
forward, or that, even if it does, its liquidity position will
be materially more secure.


WADE COOK: Trustee Hires Romero Montague as Special Counsel
-----------------------------------------------------------
Diana K. Carey, the chapter 11 trustee appointed to oversee Wade
Cook Financial Corporation, secured approval from the U.S.
Bankruptcy Court for the Western District of Washington to
employ Romero Montague P.S., as her special counsel.

Romero Montague will provide legal services to the Trustee in
actions involving:

(1) claims of damages related to Crump Financial Services for      
     insurance coverage issues, including earthquake insurance
     coverage; and

(2) individuals who worked as speakers for the Debtors.  

Romero Montague's duties will include:

     -- client legal counseling;

     -- gathering evidence;

     -- negotiating with the adverse parties, their insurers and
        their employees or attorneys;

     -- negotiating settlements; and

     -- if needed, preparing the matter for trial.

Romero Montague's services will be in a contingency basis:

     a) in the event the firm recover any amount by means of      
        settlement within 4 weeks, the estates will pay the firm
        33-1/3% of such settlement amount;

     b) in the event the firm recover any amount by means of
        settlement or by an award of damages within 4 weeks, the
        estates will pay the firm 40% of such settlement and
        award amount.

Wade Cook Financial Corporation is a holding company whose core
business is financial education, which it conducts through its
seminar and publishing segments.  The Company filed for chapter
11 protection on January 17, 2002 (Bankr. W.D. Wash. Case No.
02-25434).  Darrel B Carter, Esq., at CBG Law Group PLLC and H.
Troy Romero, Esq., at Romero Montague P.S., represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $19,158,000 in
total assets and $18,981,000 in total debts.


WALTER INDUSTRIES: First Quarter Results Meets Guidance Range
-------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) reported net income of $0.26
per diluted share for the first quarter ended March 31, 2003,
consistent with the Company's previously announced guidance
range of $0.25 to $0.30 per share.

The first quarter reflected strong performances by the Financing
segment and JW Aluminum, and increased sales by the Homebuilding
segment's stick-built divisions. At the same time, profitability
declined at U.S. Pipe, the result of higher scrap iron and
natural gas costs and the effects of an industry-wide price war.
Operating income was also down at Jim Walter Resources,
primarily due to geologic conditions in one mine that
temporarily reduced coal production.

"We were able to meet our earnings targets even though there
were significant challenges in many of our businesses," said
Chairman and Chief Executive Officer Don DeFosset. "We are
expecting better second-half performance as U.S. Pipe's pricing
improves and we continue to see positive results from our
companywide productivity initiatives."

            First Quarter 2003 Financial Results

Net income was $11.7 million, or $0.26 per diluted share, during
the first quarter ended March 31, 2003. These results were
driven by solid performances by the Financing segment, the
Homebuilding segment's stick-built businesses and JW Aluminum.
Quarterly results also reflect a decline in operating income in
the Industrial Products and Natural Resources segments. Net
income in the year-ago period was $13.5 million, or $0.30 per
diluted share, excluding the impact of adopting FAS 142.

Net sales and revenues were up 3.6% for the quarter versus the
year-ago period, with increases occurring in the Homebuilding,
Industrial Products, Carbon and Metals, and Natural Resources
segments. The Company's aluminum and coal mining businesses had
higher volumes, while Homebuilding revenues reflected higher
average sales prices. Partially offsetting these increases was
lower pricing in the pipe business.

Earnings before senior debt interest, taxes, depreciation,
amortization and non-cash post-retirement health benefits
totaled $38.1 million during the first quarter, compared with
$40.5 million in the prior-year period.

          First-Quarter Results By Operating Segment
(Pro Forma Excluding Impact of Restructuring and Other Charges)

The Homebuilding segment reported first-quarter revenues of
$64.5 million, up $1.0 million from the year-ago period. This
increase was primarily the result of higher average sales
prices. Homebuilding completed 979 homes during the first
quarter at an average net selling price of $65,900, compared
with 1,020 homes at a $61,800 average price for the same period
the previous year. The higher average sales price reflects the
Company's ongoing strategy to market and sell larger homes with
more amenities. Excluding its modular business, the Company
completed 875 homes in the quarter, compared to 854 in the year-
ago period. The modular business completed 104 homes in the
current quarter, 62 fewer than the year-ago period, principally
due to inclement weather and poor economic conditions in the
Carolinas. Operating income for the segment was $2.4 million in
the first quarter, down $0.7 million from the prior year period.

The Financing segment reported quarterly revenues of $59.2
million compared with $60.5 million in the year-ago period.
Operating income increased by $3.3 million, to $15.2 million,
primarily due to lower interest expense as Mid-State Homes paid
off Trust II in the fourth quarter of 2002. Prepayment speeds
were 7.6% in both the first quarter of this year and last year.
Delinquencies (the percentage of amounts outstanding over 30
days past due) were 6.8%, compared to 7.6% in the fourth quarter
of 2002 and 6.5% in the first quarter of 2002.

The Industrial Products segment posted $150.1 million in
revenues during the first quarter, compared to $147.8 million in
the year-earlier period. Operating income for the segment was
$1.0 million, compared to $7.3 million in the prior-year period.
U.S. Pipe's results were negatively impacted by higher scrap
iron and natural gas costs and the continued impact of an
industry price war that began in the second quarter of 2002.
U.S. Pipe's average price for pipe in the first quarter of 2003
was essentially flat with the fourth quarter of 2002, as prices
have stabilized and are now showing signs of returning to
historical levels. Meanwhile, JW Aluminum continued its strong
performance, as revenues increased $9.5 million and operating
income improved $2.6 million from the year-ago period, due to
increased volume and productivity enhancements.

Revenues in the Carbon and Metals segment were $125.7 million in
the first quarter, up $4.0 million from the year-earlier period,
while operating income was $4.3 million, compared to $6.5
million in the same quarter of last year. This decrease
reflected lower volumes and margins for specialty petroleum coke
at AIMCOR and a $1.5 million increase in accruals for
environmental issues at Sloss.

The Natural Resources segment reported operating income of $1.5
million in the quarter, a $3.5 million decline from the prior
year. This decline was primarily due to temporary increases in
production costs at Mine No. 7 due to unanticipated adverse
geologic conditions that stopped longwall production for 16 days
during the quarter. Partially offsetting this, the de-gas
operation posted increased revenue and operating income, the
result of higher natural gas prices.

Jim Walter Resources sold 1.53 million tons of coal at an
average price of $35.49 per ton in the first quarter, compared
to 1.44 million tons at $35.57 per ton in the prior year's
quarter. The natural gas operation sold 2.26 billion cubic feet
of gas in the first quarter at an average price of $5.24 per
thousand cubic feet, compared to 2.36 billion cubic feet at
$2.25 per thousand cubic feet in the prior-year quarter.

                           Outlook

Based on current internal business forecasts and anticipated
market conditions, Walter Industries expects to generate 2003
second-quarter earnings in the range of $0.27 to $0.32 per
share, while full year EPS guidance remains unchanged at $1.70
to $1.80.

This guidance excludes the impact of restructuring and other
charges anticipated primarily in the second quarter of
approximately $6.5 million before taxes, or $0.10 per diluted
share, related to discontinuing manufacturing operations at U.S.
Pipe's foundry and casting plant in Anniston, Alabama.

Walter Industries, Inc., is a diversified company with five
principal operating businesses and annual revenues of $1.9
billion. The Company is a leader in homebuilding, home
financing, water transmission products, energy services and
specialty aluminum products. Based in Tampa, Florida, the
Company employs approximately 6,300.  

As reported in Troubled Company Reporter's March 10, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB'
corporate credit rating to Walter Industries Inc., and its
preliminary 'BB' rating to the company's $500 million senior
secured credit facility. The outlook is stable.


WELLS FARGO: Fitch Rates P-T Certs. Class B-4 and B-5 at BB/B
-------------------------------------------------------------
Wells Fargo Mortgage Pass-Through Certificates, series 2003-5
classes A-1 through A-13, A-PO, A-R and A-LR (senior
certificates, $486.5 million) are rated 'AAA' by Fitch Ratings.
In addition, Fitch rates class B-1 ($6.5 million) 'AA', class
B-2 ($3 million) 'A', class B-3 ($1.8 million) 'BBB', class B-4
($1 million) 'BB' and class B-5 ($800,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.30% class B-1, 0.60% class B-2,
0.35% class B-3, 0.20% privately offered class B-4, privately
offered 0.15% class B-5 and 0.15% privately offered class B-6
certificates (not rated by Fitch). Classes B-1, B-2, B-3, B-4
and B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their respective subordination.

Fitch believes the amount of credit enhancement available will
be sufficient to cover credit losses. The ratings also reflect
the high quality of the underlying collateral, the integrity of
the legal and financial structures and the servicing
capabilities of Wells Fargo Home Mortgage, Inc., rated 'RPS1' by
Fitch.

The mortgage pool consists of fully amortizing, one-to four-
family, fixed interest rate, first-lien mortgage loans,
substantially all of which have original terms to maturity of
approximately 30 years. The weighted average original loan to
value ratio of the pool is approximately 64.30%. Approximately
2.36% of the mortgage loans have an OLTV greater than 80%. The
weighted average coupon of the pool is approximately 6.142%. The
weighted average FICO is 734. The properties are located
primarily in these states: California (48.66%), New York
(6.71%), and New Jersey (3.84%).

Approximately 0.82% of the mortgage loans in the aggregate are
secured by properties located in the State of Georgia, none of
which are governed under the Georgia Fair Lending Act (GFLA).

Approximately 97.48% of the mortgage loans were originated in
conformity with WFHM's standard underwriting standards. The
remaining 2.52% of the mortgage loans were purchased by WFHM in
bulk purchase transactions. WFHM sold the loans to Wells Fargo
Asset Securities Corporation, a special purpose corporation, and
deposited the loans into the trust. The trust issued the
certificates in exchange for the mortgage loans. Wells Fargo
Bank Minnesota, N.A., an affiliate of WFHM, will act as master
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee. An election will be made to treat the trust as two real
estate mortgage investment conduits for federal income tax
purposes.


WORLDCOM INC: Wants Nod for Pacific Bell Settlement Agreement
-------------------------------------------------------------
Adam P. Strochak, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that Pacific Bell Telephone Company, one
of the original regional Bell operating companies, provides
telecommunications services to residential and business
customers throughout California.  Until the changes in
competition brought about by the Federal Telecommunications Act
of 1996, Pacific Bell traditionally provided local and
"intraLATA" telephone service, while long-distance carriers like
Debtor MCI WorldCom Network Services, Inc. provided interstate
and "interLATA" telephone service.

In August 1992, Debtor MCI Telecommunications Corporation
entered into a "Prime Contract" with the State of California,
pursuant to which MCI agreed to provide certain payphone
telephone services to the State, including inmate telephone
services at certain correctional institutions and camps managed
by the California Department of Corrections and the California
Youth Authority.  On April 30, 1993, MCI and Pacific Bell
entered into an agreement and a related "Management Agreement"
pursuant to which Pacific Bell agreed to provide certain
equipment and services in support of MCI's Prime Contract with
the State.  Article 10 of the Subcontract specified the term of
the Subcontract, how it might be terminated, and the parties'
obligation to use commercially reasonable efforts to encourage
the State, cities, counties and other agencies to extend the
terms of their serving arrangements with MCI.

In 2002, Debtor MCI WorldCom Communications, Inc. entered into
an agreement with the State numbered TD-ONS-01, which:

  (1) outlined a schedule for MCI to replace Pacific Bell's old
      equipment with new MCI-provided telephones and telephone
      equipment at the California Department of Corrections and
      the California Youth Authority;

  (2) identified the rates pursuant to which MCI would provide
      both local and long distance services; and

  (3) required that MCI pay the State a flat concession fee.

After the Debtors entered into the 2002 Contract with the State,
Mr. Strochak relates that a series of disputes arose between the
Debtors and Pacific Bell concerning the effect of the 2002
Contract on the Subcontract and Management Agreement, as well as
the termination of the Subcontract and Management Agreement.   
The Debtors allege that by not removing its payphones and by not
allowing MCI to install its own payphones in their place,
Pacific Bell continues to collect revenue that belongs to MCI.  
The Debtors further allege that Pacific Bell improperly engaged
in "self-help" by withholding from MCI hundreds of thousands of
dollars in commissions and management fees that Pacific Bell
owes for services MCI has provided.  Pacific Bell disputes these
contentions.

Having been unable to resolve the Disputes, Mr. Strochak states
that on November 15, 2002, MCI filed an adversary complaint
against Pacific Bell seeking declaratory relief, compensatory
damages for breach of contract, injunctive relief, and other
forms of equitable relief regarding the Subcontract and the
Management Agreement.  MCI WorldCom Network Services, Inc. v.
Pacific Bell Tel. Co., Adv. Proc. No. 02-03469 (AJG) (Bankr.
S.D.N.Y).  Concurrently, the Debtors filed two motions in the
main bankruptcy case:

  (1) a protective motion seeking approval of the rejection of
      the subcontract and management agreement in the event they
      had not already terminated or expired pursuant to their
      terms; and

  (2) a motion for rule to show cause why Pacific Bell should
      not be held in civil contempt for violating the automatic
      stay.

Pacific Bell filed objections to both the Rejection Motion and
the Contempt Motion.  The hearing on the Rejection Motion and
the Contempt Motion, and the answer date on the Adversary
Proceeding, have been adjourned by the parties' agreement
pending settlement discussions.

After several months of negotiations, MCI and Pacific Bell
entered into a settlement agreement, dated March 27, 2003, to
settle all claims related to the Disputes.  The salient terms of
the Settlement are:

  A. Pacific Bell will transfer to MCI all inmate telephones
     owned or provided by Pacific Bell to carry inmate telephone
     calls pursuant to the Subcontract and Management Agreement
     by September 30, 2003.

  B. No more than 25 of the total transferred Payphones will be
     "smart phones".

  C. Pacific Bell will transfer to MCI all properly labeled keys
     and tools necessary to allow MCI to gain access to the
     upper chamber and coin box of each Payphone being
     transferred to MCI.

  D. Pacific Bell will transfer to MCI any owner and maintenance
     manuals for the Payphones.

  E. Pacific Bell and MCI will work together in good faith to
     expedite the Transfer of the Payphones at CRCNORCO, Solano-
     Vacaville, San Quentin, and R.J. Donovan sites.  In
     addition, Pacific Bell and MCI agree to work together in
     good faith to expedite the Transfer of the Payphones at the
     Avenal and Salinas Valley sites.

  F. MCI will pay $500,000 to Pacific Bell as payment for the
     Transfer.

  G. Pacific Bell will pay to MCI $2,593,571.15 for commissions,
     management fees, and inmate phone maintenance payments due
     to MCI for the period July 22, 2002 through January 31,
     2003.

  H. The parties agree that Pacific Bell owes MCI $533,987.73
     for commissions, management fees, and inmate phone
     maintenance payments for the period before July 22, 2002;
     however, Pacific Bell reserves the right to seek to set off
     those amounts against prepetition amounts it claims MCI
     owes to Pacific Bell.

Thus, the Debtors ask the Court to approve the Settlement
pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure.

Mr. Strochak discloses that WorldCom is uncertain whether it
would succeed in the Adversary Proceeding, the Contempt Motion
and the Rejection Motion.  Litigation of these matters would
involve a detailed evidentiary battle over the interpretation of
each contract and the parties' course of dealing.  Although the
Debtors allege that Pacific Bell's conduct is in breach of
contract and is interfering with MCI's ability to fully perform
and obtain the benefits of its contract to provide to the State
of California payphones and related telephone services at
certain prisons and other facilities, Pacific Bell disputes
these contentions and challenges the legitimacy of these claims.  
The risks and costs of the litigation for the Debtors outweigh
the probability of success.  It appears that each party holds a
good faith belief in the accuracy of its position; therefore, it
is unclear whose testimony the Court will believe regarding the
Disputes.

As a result of the disputes between the parties, Mr. Strochak
reports that Pacific Bell has been withholding payments it owes
to MCI.  In the meantime, MCI is paying the State of California
over $2,000,000 per month in concession fees required under its
contract with the State.  Moreover, Pacific Bell's control over
the existing payphones and access lines is disrupting MCI's
ability to obtain the benefits from that same contract.  The
Settlement, however, resolves these issues and provides for the
transfer of the payphones and the immediate payment of
$2,593,571.15 in cash to the Debtors.

Mr. Strochak believes that litigation on the Disputes would
likely involve a complex evidentiary battle, which would
necessitate extensive discovery, including significant document
production and numerous depositions.  Additionally, the Debtors
likely would have to prepare several key employees for
depositions and court testimony on the nature of the discussions
surrounding the 2002 Contract, the Subcontract and the
Management Agreement.  The time and energy of these key
employees is better spent focusing on business responsibilities
to ensure that the Debtors' operations run smoothly during this
critical period of WorldCom's reorganization.  WorldCom
estimates that this litigation could take months to complete at
significant costs to the estate.  The Settlement avoids these
direct and indirect costs of litigation while bringing the
immediate payment of over $2,500,000 into WorldCom's estate for
the benefit of its creditors.

There are additional costs as well, including:

  A. A protracted litigation of the Disputes would divert the
     attention of the Debtors' management and legal personnel
     from the reorganization efforts at hand.  The Settlement
     precludes the need for any employees of WorldCom to devote
     time to preparing for litigation rather than attending to
     their significant business-related duties;

  b. The consequences of a court decision adverse to the Debtors
     are significant, including the inability to effectively
     manage its important relationship with the State; and

  C. The Settlement will remove a significant dispute from the
     occasionally contentious relationship between the Debtors
     and Pacific Bell.

This mutually agreeable Settlement of the Disputes will foster
better business relationships with Pacific Bell.

Mr. Strochak points out that the Settlement forecloses a
significant downside risk -- the potential loss of over
$2,500,000, litigation costs, and deterioration of business
relationships with both Pacific Bell and the State -- while even
the upside of prevailing in the litigation comes only with
significant costs.  Without the Settlement, there is a
possibility that the Debtors could lose on the Disputes and,
consequently, receive no recovery on their claims against
Pacific Bell, while having to pay the costs of litigation.  In
contrast, the Settlement provides the Debtors an immediate cash
payment of over $2,500,000, without having to incur any of the
direct or indirect costs of continued litigation.  Most
importantly, the Settlement ensures that WorldCom maintains the
ability to continue to provide services to the State.  These
benefits inure to the benefit of the Debtors' creditors.
(Worldcom Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


XCEL ENERGY: Reports Strong Utility Results for First Quarter
-------------------------------------------------------------
Xcel Energy Inc.'s preliminary earnings for first quarter of
2003 were $192 million, or $0.48 per share, including results of
subsidiary NRG Energy, compared with $102 million, or $0.29 per
share, for the same period in 2002. Xcel Energy's pro-forma
earnings from continuing operations, excluding NRG's operating
results and a gain on the sale of subsidiary Viking Gas
Transmission Company, were $131 million, or $0.33 per share, in
the first quarter of 2003, compared with $122 million, or $0.35
per share, for the same period in 2002.

Total earnings increased due to discontinued operations gains
related to NRG's disposal of its Killingholme project and to the
sale of Viking Gas. Earnings also increased for the first
quarter of 2003, compared with the same period in 2002, due to
sales growth at all four of Xcel Energy's largest operating
utilities. These increases were partially offset by
significantly increased operating losses at NRG.

"We continue to produce strong results at our utilities," said
Wayne Brunetti, Xcel Energy's chairman, president and chief
executive officer. "Electric utility sales growth from our
retail customers and higher short-term wholesale margins were
the drivers of the increase in electric utility margin in the
first quarter of 2003. Our favorable utility results reinforce
our belief in our business plan, and our ability to deliver on
our financial commitments to our shareholders."

Brunetti said the company requested a waiver from the Securities
and Exchange Commission that would allow for declaration and
payment of the first quarter dividend from paid-in capital. "I
want to reassure our shareholders that it is our intent to pay
the full 75 cent dividend this year."

Xcel Energy's preliminary earnings for the first quarter of 2003
consisted of the following components:

-- Utility earnings from continuing operations of $146 million,
   or $0.37 per share, compared with $136 million, or $0.38
   cents per share, for the first quarter of 2002;

-- Gain on sale of Viking Gas of $21 million (net of tax), or
   $0.05 per share, in 2003;

-- NRG earnings of $40 million, or $0.10 per share (including
   discontinued operations, largely due to a $191-million gain,
   or about $0.48 per share, related to an asset disposal),
   compared with a net NRG loss of $20 million, or $0.06 per
   share in the first quarter of 2002; and

-- Other subsidiary losses and holding company costs of $0.04
   per share, compared with a loss of $0.03 per share for the
   first quarter of 2002.

Financing Plans - The following details Xcel Energy's financing
plan for debt issuances during 2003, subject to favorable market
conditions:

-- Xcel Energy is in the process of renewing the credit
   facilities for PSCo and NSP-Minnesota and expects to complete
   this process in May 2003. Based on reduced liquidity needs,
   the current plan is to downsize the PSCo facility to $300
   million and the NSP-Minnesota facility to $225 million.
   Potentially, both facilities may be increased by $50 million     
   at the option of PSCo or NSP-Minnesota, respectively.

-- PSCo expects to issue up to $400 million of debt for working
   capital, repayment of short-term borrowings and possible
   refinancing of existing long-term with lower coupon debt.

-- NSP-Minnesota expects to issue up to $150 million of debt to
   partially replace debt maturing in 2003.

-- NSP-Wisconsin expects to issue up to $150 million of debt to
   partially replace debt maturing in 2003 and for possible
   refinancing of existing long-term with lower coupon debt.

-- Xcel Energy will also evaluate additional opportunities
   during 2003 to refinance existing debt securities with lower
   coupon debt.

Dividend Restrictions - Under the PUHCA, unless there is an
order from the SEC, a holding company or any subsidiary may only
declare and pay dividends out of retained earnings. Xcel Energy
preliminary retained earnings were $91 million at March 31,
2003, pending subsequent event resolution at NRG, as discussed
in Note 1. Late adjustments to the preliminary NRG results could
reduce retained earnings to a deficit as of March 31, 2003. Xcel
Energy has requested authorization from the SEC to pay dividends
out of paid-in capital up to $260 million until Sept. 30, 2003.
The SEC has not acted on the request as of the time of this
release.

Xcel Energy intends to make every effort to pay the full
dividend of 75 cents per share during 2003. If the SEC does not
grant authorization to pay the dividend out of capital surplus,
Xcel Energy currently expects that its retained earnings would
be sufficiently positive before the end of 2003 to pay dividends
at that time.

     Income Tax Benefit on Xcel Energy's Investment in NRG

Based on the foreseeable effects of a settlement agreement with
the major NRG creditors, including an expected write-off of Xcel
Energy's investment in NRG, Xcel Energy recognized the expected
tax benefits of the write-off as of Dec. 31, 2002. The tax
benefit has been estimated at approximately $706 million. This
benefit is based on the tax basis of Xcel Energy's investment in
NRG.

Xcel Energy expects to claim a worthless stock deduction in 2003
on its investment in NRG. This would result in Xcel Energy
having a net operating loss for tax purposes for the year. Under
current law, this 2003 net operating loss could be carried back
two years for federal tax purposes. Xcel Energy expects to file
for a tax refund of approximately $355 million in first quarter
2004. This refund is based on a two-year carry-back against
previously reported taxable income in 2002 and 2001.

As to the remaining $351 million of expected tax benefits, Xcel
Energy expects to eliminate or reduce estimated quarterly income
tax payments, beginning in 2003. The amount of cash saved by the
reduction in estimated tax payments would depend on Xcel
Energy's taxable income.

               NRG Involuntary Bankruptcy Filing

On Nov. 22, 2002, five former NRG executives (the petitioners)
filed an involuntary Chapter 11 petition against NRG in the
United States Bankruptcy Court for the District of Minnesota.
Under provisions of federal law, NRG has the full authority to
continue to operate its business as if the involuntary petition
had not been filed unless and until a court hearing on the
validity of the involuntary petition is resolved adversely to
NRG. NRG responded to the involuntary petition, contesting the
petitioners' claims and filing a motion to dismiss the case. In
their petition, the petitioners sought recovery of severance and
other benefits of approximately $28 million.

NRG and the petitioners reached an agreement and compromise
regarding their respective claims against each other. In
February 2003, this settlement agreement was executed, pursuant
to which NRG agreed to pay the petitioners an aggregate
settlement in the amount of $12 million.

On Feb. 28, 2003, Stone & Webster, Inc. and Shaw Constructors,
Inc. filed a petition alleging that they hold unsecured, non-
contingent claims against NRG in a joint amount of $100 million.
The Minnesota Bankruptcy Court has discretion in reviewing and
ruling on the motion to dismiss, and in reviewing and approving
the above- referenced settlement agreement. There is a risk that
the Minnesota Bankruptcy Court may, among other things, reject
the settlement agreement or enter an order for relief under
Chapter 11 of Title 11 of the Bankruptcy Code.

A hearing was held on April 10, 2003, to consider the motion to
dismiss. No decision was reached at this hearing. On April 21,
2003, Fortistar Capital, Inc. and Fortistar Methane, LLC filed a
joinder petition to the NRG involuntary bankruptcy proceeding,
alleging a claim of $39.6 million.

The bankruptcy judge is expected to rule on this involuntary
bankruptcy proceeding shortly.

             Tentative Settlement with NRG Creditors

On March 26, 2003, Xcel Energy announced that it reached a
tentative settlement with holders of most of NRG Energy's long-
term notes and the steering committee representing NRG's bank
lenders. The settlement is subject to certain conditions,
including the approval of at least a majority in dollar amount
of the NRG bank lenders and long-term note holders and
definitive documentation. Xcel Energy is in the process of
finalizing the documentation of the settlement.

The terms of the settlement call for Xcel Energy to make
payments over the next 13 months totaling up to $752 million for
the benefit of NRG's creditors in partial consideration for
their waiver of any existing and potential claims against Xcel
Energy. Under the settlement, Xcel Energy will make the
following payments:

-- $350 million at or shortly following the consummation of a
   restructuring of NRG's debt. It is expected this payment
   would be made prior to year-end 2003;

-- $50 million on Jan. 1, 2004; and

-- $352 million in April 2004, at which time Xcel Energy
   anticipates receiving a tax refund based on the loss of its
   investment in NRG.

Xcel's senior debt rating remains 'BB+' and on Rating Watch
Negative, and Fitch does not plan to take any rating action at
this time, pending a final settlement with the requisite NRG
creditors.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 15.0       0.0
Finova Group          7.5%    due 2009  40.0 - 41.0      +1.0     
Freeport-McMoran      7.5%    due 2006  103  - 104       +1.0
Global Crossing Hldgs 9.5%    due 2009   3.0 - 3.5       +0.25
Globalstar            11.375% due 2004  1.75 - 2.25      -0.25
Lucent Technologies   6.45%   due 2029  72.5 - 73.5       0.0
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  18.5 - 19.5      -2.0
Xerox Corporation     8.0%    due 2027  86.0 - 87.0      +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.

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