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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 15, 2003, Vol. 7, No. 95

                          Headlines

3DO COMPANY: Evaluating Strategic Options Amid Economic Slump
ABRAXAS PETROLEUM: March 31 Net Capital Deficit Narrows to $70MM
ACTERNA: Earns Nod to Continue Workers' Compensation Programs
ADELPHIA COMMS: Elects P. Lochner Jr. & Susan Ness as Directors
AHOLD: Extends Deadline for Annual Accounts Report Until Nov. 29

AHOLD: U.S. Foodservice CEO Jim Miller Resigns from Post
AIR CANADA: December 31 Balance Sheet Upside-Down by $2.3 Bill.
AIR CANADA: April 2003 Revenue Passenger Miles Tumble 22.3%
AIRGAS INC: Board of Directors Declares Quarterly Cash Dividend
ALASKA COMMUNICATIONS: Makes Debt Prepayment of $106.7 Million

ALLEGIANCE TELECOM: Pursuing Financial Workout Under Chapter 11
ALTERRA HEALTHCARE: Committee Turns to FTI for Financial Advice
AMERICAN SKIING: Improved Liquidity Prompts S&P's CCC Rating
AMERICREDIT CORP: Prices $825 Mill. Asset-Backed Securitization
AMPEX CORP: March 31 Balance Sheet Upside-Down by $149 Million

APOGENT TECH: S&P Assigns BB+ Rating to Sr. Subordinated Notes
AQUILA INC: Board Appoints Rick Dobson as Chief Fin'l Officer
ARMSTRONG HOLDINGS: AWI Challenges Evans' $3-Million PI Claim
ATCHISON CASTING: Forbearance Agreement Extended Until May 31
BAM! ENTERTAINMENT: Red Ink Continues to Flow in Fiscal Q3

BASIS100: Annual & Special Shareholder Meetings Convening Today
BAYOU STEEL: Looks to Gordian Group for Financial Advice
BETA BRANDS: TSX Suspends Trading after Foreclosure of Business
BEVSYSTEMS INT'L: Out-Sources Bottling Ops. to Cut Costs by 55%
CABLETEL COMMS: Violates Covenants with Senior Bank Lender

CENDANT: Fitch Raises & Affirms Low-B Ratings on 9 Note Classes
CHILDTIME LEARNING: Fails to Maintain Nasdaq Listing Criteria
COLUMBIA LABORATORIES: Mar 31 Net Capital Deficit Widens to $13M
CONCERT INDUSTRIES: Seeking Further Credit Facility Amendments
CROSS COUNTRY HEALTHCARE: S&P Assigns BB- Corp. Credit Rating

CYBEX INT'L: Lenders Agree to Forbear Until June 30, 2003
DDI CORP: Inks Pact to Restructure Senior Credit Facility
DELCO REMY: Net Capital Deficit Balloons to $414 Mil. at Mar. 31
DIVINE INC: FatWire to Acquire Content Management Business
DOLE FOOD: S&P Rates $400MM Senior Unsecured Notes Issue at BB-

ECLICKMD INC: Files for Chapter 11 Reorganization in Texas
ECLICKMD INC: Case Summary & 20 Largest Unsecured Creditors
ENCOMPASS SERVICES: Enters into Six Receivable Collection Pacts
ENRON CORP: Asks Court to Approve Bob West Settlement Agreement
FC CBO III: S&P Downgrades Class B Note Rating to B from BB

FELCOR LODGING: Lower EBITDA Guidance Spurs S&P's Neg. Outlook
FLEMING COMPANIES: Bringing-In BMC as Notice and Claims Agent
GALAXY COMPUTER: Case Summary & 2 Largest Unsecured Creditors
GAP INC: Promotes Tom Sands to EVP, Old Navy Stores & Operations
GBC BANCORP: Fitch Keeping Watch on BB+ Long-Term Debt Rating

GENERAL BINDING: S&P Revises Outlook on Low-B Ratings to Stable
GENTEK: Proposed PI Claimants' Committee Appointment Draws Fire
GMAC COMMERCIAL: S&P Assigns Low-B & Junk Ratings on 6 Classes
HASBRO INC: Alfred J. Verrecchia Named Chief Executive Officer
HOLLYWOOD ENTERTAINMENT: CEO Adopts Rule 10b5-1 Stock Sale Plan

HYTEK MICROSYSTEMS: Defaults on Bank of the West Loan Agreement
INTEGRATED HEALTH: Entry of Final Decree Delayed Until Oct. 10
LAIDLAW INC: Court Approves Paul Hastings as Special Counsel
LERNOUT & HAUSPIE: Court to Consider Committee's Plan on May 29
MAGELLAN HEALTH: Court Okays Akin Gump as Committee's Counsel

MIKOHN GAMING: First Quarter 2003 Net Loss Burgeons to $5 Mill.
MORTGAGE ASSET: Fitch Affirms Three Low-B Note Classes' Ratings
NAT'L CENTURY: Court Fixes Aug. 22 Intercompany Claims Bar Date
NATIONAL STEEL: Has Until Sept 5 to Make Lease-Related Decisions
NATIONSRENT INC: Court Confirms Proposed Plan of Reorganization

NETROM INC: Tempest Asset Unit Enters $2.5 Trillian IRA Market
NOMURA CBO: S&P Ratchets Series 1997-1 Class A Note Rating to B-
NRG ENERGY: Files for Chapter 11 Reorganization in S.D.N.Y.
NRG ENERGY INC: Case Summary & 80 Largest Unsecured Creditors
NRG ENERGY: Files Reorganization Plan along with Ch. 11 Petition

NUEVO ENERGY: Reports Significantly Higher First Quarter Results
ODETICS INC: Fails to Maintain Nasdaq Continued Listing Criteria
OHIO CASUALTY: S&P Assigns Three Low-B Preliminary Debt Ratings
ON SEMICONDUCTOR: Issuing $200 Million of 12% Sr. Secured Notes
OTTAWA SENATORS: Preliminary Injunction Hearing Set for Aug. 14

PAC-WEST TELECOMM: Launches Dial Broadband Service to ISPs
PACKAGED ICE: Ratings on Watch Developing over Planned Merger
PG&E CORP: First Quarter Results Swing-Down to $354M in Net Loss
PROBEX: U.S. Trustee Sets Section 341 Meeting for June 11, 2003
RAILAMERICA INC: Inks Two Transportation Pacts Valued at $18MM

RENT-WAY INC: New Debt Spurs S&P to Keep Watch on CCC Ratings
RITE AID CORP: Caps Price of 9.25% Senior Debt Offering
SEDONA CORP: Board of Directors Elects David R. Vey as Chairman
SENTRY TECHNOLOGY: March 31 Net Capital Deficit Doubles to $940K
SHEFFIELD PHARMA.: Mar. 31 Balance Sheet Upside-Down by $16 Mil.

SPECTRASITE INC: S&P Junks $150MM Senior Unsecured Notes at CCC+
SPIEGEL GROUP: Signs-Up Schopf and Weiss as Local Counsel
TANGIBLE ASSET GALLERIES: Ability to Continue Ops. Uncertain
TEMTEX INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
US AIRWAYS: PSA Pilots Applauds Canadair Aircraft Order

WCI STEEL: Pushing with Cost and Debt Restructuring Initiatives
WCI STEEL: S&P Cuts Rating to CC over Likely Debt Restructuring
WHEREHOUSE ENTERTAINMENT: DJM Hired as Real Estate Consultant
WHX CORP: Narrows First-Quarter Net Loss by Half to $8.8 Million
WOMEN FIRST: Obtains Waiver of Defaults Under Debt Agreement

WORLDCOM INC: Intends to Pull Plug on Rockville, Maryland Lease

* AWCBC Proposes BIA Change Concerning Workers' Compensation

* DebtTraders' Real-Time Bond Pricing

                          *********

3DO COMPANY: Evaluating Strategic Options Amid Economic Slump
-------------------------------------------------------------
The 3DO Company (Nasdaq: THDO) is evaluating its strategic
options in light of continuing adverse economic conditions that
have reduced revenues and access to capital.  Net revenues for
the quarter ended March 31, 2003 were below expectations at
approximately $10.0 million.  Full results for the quarter and
the fiscal year are expected to be released in June.

"Market conditions for us appeared to take a turn for the worse
when the war with Iraq began," said Chairman and CEO Trip
Hawkins.  "In recent weeks sales of our products have not picked
up as we had hoped, which is preventing us from being able to
fully utilize our new credit facility."

As a result, the Company has taken measures to reduce spending,
including providing notice to a significant minority of its
workforce pursuant to the WARN Act, which requires advance
notification of a reduction in force involving at least 50
employees.  The Company is considering all of its strategic
options, including raising additional capital, licensing
overseas and other publishing rights to its games, and merging
with other companies.

The Company is holding a stockholders' meeting later this month
to vote on the proposed issuance of common stock and warrants to
Mr. Hawkins in connection with the cancellation of $3.0 million
of debt held by him.  Details regarding this transaction are on
file with the Securities and Exchange Commission.  The original
intention of this proposed transaction was to maintain
compliance with Nasdaq's minimum stockholders' equity
requirement. However, there can be no assurance that this
transaction will be sufficient to achieve or to maintain Nasdaq
compliance in the future.

New products from The 3DO Company will be on display this week
at E3, the industry's major annual trade show.  New titles
including The Four Horsemen of the Apocalypse(TM) and Street
Racing Syndicate(TM) have recently been receiving high praise in
previews from several gaming publications and will make their
public debut at E3.

The 3DO Company, headquartered in Redwood City, Calif.,
develops, publishes and distributes interactive entertainment
software for personal computers, the Internet, and advanced
entertainment systems such as the PlayStation(R)2 computer
entertainment system, the Xbox(TM) video game system from
Microsoft, and the Nintendo GameCube(TM) and Game Boy(R) Advance
systems. More information about The 3DO Company and 3DO products
can be found on the Internet at www.3do.com.

As previously reported in Troubled Company Reporter in early
October, 3DO obtained a conditional waiver from its revolving
credit facility lenders (Comerica  Bank - California and GE
Capital Commercial Services, Inc.) regarding then-existing
defaults through October 2002.  Thereafter, 3DO struck a deal
with its founder and chief executive officer Trip Hawkins to
obtain $10 million in fresh financial support, subordinated in
right of payment to GE Capital, and in consideration of warrants
to purchase 2 million shares of 3DO common stock (and
registration rights), exercisable over four years, with an
exercise price of $2.52 per share.

At Sept. 30, 2002, 3DO's balance sheet showed an accumulated
deficit of $254.3 million, raising "substantial doubt about the
Company's ability to continue as a going concern," the company
said in when it released it's half-year results in a Form 10-Q
filed with the SEC on Nov. 14.


ABRAXAS PETROLEUM: March 31 Net Capital Deficit Narrows to $70MM
----------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) reported results for
the first quarter of 2003, including the impact of the sale of
its Canadian subsidiaries and the benefits of the financial
transactions completed on January 23, 2003.

Quarterly Highlights:

-- $62.7 million in income for Q1 2003 ($1.83 per share)
   compared to $8.7 million loss in Q1 2002 (-$.29 per share);

-- $67.0 gain on sale of Canadian subsidiaries in Q1 2003;

-- EBITDA of $6.1 million from recurring operations for Q1 2003
   vs. $1.5 million in Q1 2002;

-- Q1 2003 includes $873,000 of operating income from operations
   relating to the Canadian subsidiaries which were sold
   compared to a loss of $1.4 million related to sold operations
   in Q1 2002;

-- Non-recurring financing costs of $3.6 million in Q1 2003;

-- Revenues in Q1 2003 doubled Q1 2002, $9.8 million versus $4.6
   million;

-- Q1 2003 natural gas price realization was $5.29 per Mcf
   compared to $2.27 per Mcf in Q1 2002; and

-- Production averaged 20.1 MMcfepd, up 5% from Q4 2002.

The Company announced on January 24, 2003 the successful
completion of several transactions that dramatically changed its
operations and financial results in the first quarter of 2003.
The details of those transactions are as follows:

-- The closing of the sale of the capital stock of its wholly-
   owned subsidiaries Canadian Abraxas Petroleum Limited and
   Grey Wolf Exploration Inc., referred to herein as Old Grey
   Wolf, to a Canadian royalty trust for approximately $138
   million. After the sale of these subsidiaries, the Company
   retained some producing assets and significant non-producing
   assets in Canada which were contributed to a new wholly-owned
   Canadian subsidiary, Grey Wolf Exploration Inc., or New Grey
   Wolf;

-- The closing of a new senior secured credit facility
   consisting of a term-loan facility of $4.2 million and a
   revolving-credit facility of up to $50 million with an
   initial borrowing base of $45.5 million, of which $42.5
   million was used to fund the exchange offer described below
   with the remaining availability to be used to fund the
   continued development of our existing crude oil and natural
   gas properties;

-- The closing of an exchange offer in which Abraxas paid $264
   in cash and issued $610 principal amount of new 11-1/2 %
   Secured Notes due 2007, Series A, and 31.36 shares of Abraxas
   common stock for each $1,000 in principal amount of the
   outstanding 11-1/2 % Senior Secured Notes due 2004, Series A,
   and 11-1/2 % Senior Notes due 2004, Series D, issued by
   Abraxas and Canadian Abraxas, which were tendered and
   accepted in the exchange offer. An aggregate of $179.9
   million in principal amount of the notes were tendered in the
   exchange offer and the remaining $11 million of notes not
   tendered were redeemed;

-- The redemption of Abraxas' 12-7/8 % Senior Secured Notes due
   2003, principal amount of $63.5 million, plus accrued
   interest; and

-- The repayment of Old Grey Wolf's senior secured credit
   facility with Mirant Canada Energy Capital Ltd. in the amount
   of approximately $46.3 million.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, and total shareholders'
equity deficit of about $70 million.

               First Quarter Operations Update:

While production, year over year, declined in the first quarter,
some U.S. assets divested in the second quarter of last year
impacted 2002 results, but not Q1 of 2003. Compared to
production in Q4 of 2002, first quarter production increased
from 19.2 MMcfepd to 20.1 MMcfepd, or 5%. This increase was
primarily caused by new production from wells drilled late in
2002.

During the first quarter, the Company spent $4.4 million on
capital expenditures to participate in the drilling of 8 new
wells (6 in Canada). Of those 8 wells, 1 is currently drilling,
5 wells are awaiting completion and/or tie-in, 1 well is on
production and 1 well was plugged and abandoned. Additionally, 1
well drilled in the fourth quarter of 2002 was placed on
production during the first quarter of 2003 and one well was re-
entered, drilled horizontally and placed on production during
the quarter. The Company expects that the 5 wells awaiting
completion and/or tie-in (4 in Canada) will be placed on
production this summer, increasing the Company's production
rates at that time.

The Company also announced that Dennis E. Logue, Dean and Fred
E. Brown Chair of the Michael F. Price College of Business at
the University of Oklahoma, has joined the Company's Board of
Directors to complete the term of a recently resigned director.

CEO Bob Watson commented, "The first quarter of 2003 results
begin to reflect the impact of the transactions Abraxas
concluded in January. While downsizing the Company with the sale
of Old Grey Wolf and Canadian Abraxas, the corresponding
reductions in debt and interest costs have positioned us to
utilize our improved liquidity, accelerate development on the
significant remaining assets we have and take advantage of the
dramatically improved commodity markets that currently exist.
The addition of a director to our Board with the experience and
qualifications of someone like Dennis Logue will only benefit
management as well as all of the stakeholders in Abraxas."

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


ACTERNA: Earns Nod to Continue Workers' Compensation Programs
-------------------------------------------------------------
As required under various state laws, Acterna Corp., and its
debtor-affiliates maintain various workers' compensation
programs, insurance policies and related programs.

                    Workers' Compensation Claims

In particular, the Debtors maintain a workers' compensation
policy for their domestic employees with Zurich Insurance
Company.  The policy covers their statutory obligations in each
of the states in which they operate.  They also maintain a
workers' compensation policy for their foreign employees with
ACE USA.  The aggregate annual premiums with respect to the
Workers' Compensation Programs total $664,182.

As of the Petition Date, there were three workers' compensation
claims pending against the Debtors arising out of injuries
incurred by employees during the course of their employment.
The Debtors estimate that, as of the Petition Date, the
aggregate amount that may be payable with respect to Workers'
Compensation Claims is $5,000.

                  Liability and Property Insurance

The Debtors keep various general liability and property
insurance policies that provide coverage for claims relating to,
among other things, commercial general, excess liability,
commercial umbrella liability, automobile liability, directors'
and officers' liability, fiduciary liability, commercial crime,
transit, boiler and machinery, and property.  The premiums for
most of the Insurance Policies are determined and paid annually
to either Willis Corporation, as broker for the liability
insurance policies, or AON Corporation, as broker for the
property insurance policies.  Both Willis and AON remit the
payments for the Debtors' Insurance Policies to several
different insurance carriers.

The Debtors estimate that the aggregate annual premium for the
Liability and Property Programs total $9,131,010.  Every month,
the Insurance Carriers request reimbursement of the settlement
amount, up to the maximum deductible applicable to a particular
claim.  On average, the Debtors reimburse $300 each month to the
Insurance Carriers for the deductibles.

                         Premium Financing

Instead of paying premiums with respect to certain of their
insurance policies on an annual basis, the Debtors finance
certain of their insurance premiums through premium financing
agreements with third party lenders.  Currently, the Debtors
finance four Insurance Policies aggregating $637,971:

    -- Property/Boiler & Machinery with Cananwill, Inc.; and

    -- Employment Practices Liability, Kidnap & Ransom, and
       Fiduciary Liability with Imperial A.I. Credit Co.

The total monthly installment payment for the policy financed
through Cananwill is $38,341 and the unpaid balance is $115,024.
The total monthly installment payment for the policy financed
through Imperial AI is $104,589, while the unpaid balance is
$522,947.

Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, submits that if the Insurance Policies are allowed to
lapse, the Debtors could be exposed to substantial liability for
damages.  Continued effectiveness of the Directors' and
Officers'
liability policies is also necessary to the retention of
qualified and dedicated senior management.

With respect to the Workers' Compensation Claims, Mr. Walsh
relates that the risk that eligible claimants will not receive
timely payments for employment-related injuries could have a
negative toll on the Debtors' financial well-being and morale,
and the employees willingness to remain in the Debtors' employ.
Departures by employees at this critical time may result in a
severe disruption of the Debtors' businesses to the detriment of
all parties-in-interest.

Accordingly, the Debtors sought and obtained the Court's
authority to continue the Workers' Compensation Programs and
maintain the Liability and Property Programs on an uninterrupted
basis, consistent with their prepetition practices.  The Debtors
may pay when due and in the ordinary course, all prepetition
premiums, including payments with respect to the Financed
Policies, administrative fees and other prepetition obligations
to either the Insurance Brokers, the Insurance Carriers or
Imperial AI and Cananwill to the extent due and payable
postpetition. (Acterna Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Elects P. Lochner Jr. & Susan Ness as Directors
---------------------------------------------------------------
Adelphia Communications Corporation's (OTC: ADELQ) Board of
Directors has elected two additional directors, Philip R.
Lochner, Jr. and Susan Ness.

The announcement was made Tuesday by William T. Schleyer, the
Company's Chairman and Chief Executive Officer. Pursuant to an
order of the bankruptcy court overseeing Adelphia's Chapter 11
case, Adelphia is required to provide certain constituencies
with five business days' advance written notice of such
elections. As a result, the Company expects that the
appointments will become effective on May 21, 2003.

Philip R. Lochner, Jr. is a former Senior Vice President and
Chief Administrative Officer of Time Warner, Inc. He also served
as a commissioner of the United States Securities and Exchange
Commission from 1990 to 1991.

Susan Ness served as a commissioner of the Federal
Communications Commission from 1994 to 2001. She currently is a
consultant to media and communications companies and lectures
frequently on communications policy.

In announcing the appointments, Bill Schleyer said, "Our
Company's management team will benefit extensively from the
breadth of experience of both Phil Lochner and Susan Ness. These
elections are a continuation of our promise to expand the
Board's corporate governance, legal and policy expertise."

Mr. Schleyer added, "Strengthening our Board of Directors with
the addition of Phil and Susan represents another significant
step in our effort to rebuild Adelphia's reputation and return
the Company to financial health for the benefit of all of our
stakeholders."

Philip R. Lochner, Jr., is a distinguished attorney with
extensive experience in the communications and entertainment
industries. He served as Senior Vice President and Chief
Administrative Officer of Time Warner, Inc. and spent twelve
years at Time, Inc., where he held various legal and
administrative positions, including Vice President, General
Counsel and Secretary. In addition, Mr. Lochner served as
commissioner of the United States Securities and Exchange
Commission from 1990 to 1991.

Mr. Lochner also served as an attorney with Cravath, Swaine &
Moore and an associate dean and assistant professor of law at
The State University of New York Law School.

He has served on several boards and has held positions on the
Board of Advisors for the Republic New York Corporation and the
National Association of Securities Dealers. He has also served
on the Task Force on Conceptual Framework for Accounting and the
Accounting Firm Organization and Structure Task Force of the
Independence Standards Board.

Mr. Lochner earned a Bachelor of Arts degree from Yale College
in 1964, a Bachelor of Law degree from Yale Law School in 1967
and a Ph.D. from Stanford University in 1971.

Susan Ness was a member of the Federal Communications Commission
for seven years. In addition to chairing the Federal-State Joint
Board of the FCC, she was the FCC's senior representative to
many international multilateral treaty conferences and bilateral
negotiations. She played a leading role on spectrum policy
issues, facilitating the deployment of new technologies.

Ms. Ness was Distinguished Visiting Professor of the Annenberg
School for Communications (University of Pennsylvania) and
Director of Information and Society at the Annenberg Public
Policy Center during the 2001-2002 academic year.

Before joining the FCC, Ms. Ness was Vice President and Group
Head of a corporate lending division of American Security Bank,
specializing in the communications industry. Previously, she was
assistant counsel to the Committee on Banking, Currency and
Housing of the U.S. House of Representatives from 1975 to 1976.

Ms. Ness serves on the board of directors of LCC International
(Nasdaq). She is a member of the District of Columbia Bar, the
American Bar Association, the Federal Communications Bar
Association and Leadership Washington (Class of '88). She has
received numerous awards, including the International Radio and
Television Society Foundation Achievement Award, the Digital
Television Pioneer Award and the Annenberg School for
Communication's Edward L. Palmer Award.

Ms. Ness received her Bachelor of Arts degree from Douglass
College in 1970, her Juris Doctor, cum laude, from Boston
College Law School in 1974 and her Master's in Business
Administration from The Wharton School of The University of
Pennsylvania in 1983.

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves 3,500 communities
in 32 states and Puerto Rico, and offers analog and digital
cable services, high-speed Internet access (Adelphia Power
Link), and other advanced services.

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 46 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AHOLD: Extends Deadline for Annual Accounts Report Until Nov. 29
----------------------------------------------------------------
Ahold (NYSE:AHO) announced that the General Meeting of
Shareholders has extended the term for preparing the annual
accounts and the management report for fiscal year 2002. This
extension was adopted on the basis of exceptional circumstances
for a period of up to six months. Ahold must present both the
annual accounts and the management report on or before
November 29, 2003.

As confirmed on April 11, 2003, the company expects to complete
the audited consolidated financial statements by June 30, 2003.
Meeting this deadline is a requirement under the Ahold credit
facility announced on February 24, 2003.

The General Meeting of Shareholders also adopted the other two
proposals on the agenda: the appointments of Dudley Eustace to
the Corporate Executive Board and Jan Hommen to the Supervisory
Board. Eustace has been acting as interim Chief Financial
Officer since March 11, 2003. Ahold announced its intention to
appoint Jan Hommen, currently Finance Director of Royal Philips,
on February 27, 2003.

Henny de Ruiter, Chairman of the Ahold Supervisory Board,
announced that 361 shareholders representing approximately 235
million common shares attended the General Meeting in The Hague.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on Netherlands-
based food retailer and food service distributor Ahold
Koninklijke N.V. to 'BB-' from 'BB+', following the announcement
by the group that accounting irregularities at its U.S.
Foodservice arm were materially larger than expected.

In addition, the senior unsecured debt ratings on Ahold were
lowered to 'B+' from 'BB+', reflecting structural subordination.
At the same time, Standard & Poor's affirmed its 'B' short-term
rating on the group.


AHOLD: U.S. Foodservice CEO Jim Miller Resigns from Post
--------------------------------------------------------
The Supervisory Board of Ahold (NYSE:AHO) announced that it has
accepted the resignation of Jim Miller, President and Chief
Executive Officer of U.S. Foodservice and a member of the
Corporate Executive Board of Ahold.

Mr. Miller has served as President and CEO of U.S. Foodservice
since 1997, and was appointed to the Ahold Corporate Executive
Board in 2001. Until a new CEO for U.S. Foodservice is named,
Robert G. Tobin will serve as interim Chief Executive Officer.
Mr. Tobin is a member of the Ahold Supervisory Board since 2001.
He is the former Chairman and CEO of Stop & Shop, which he
joined in 1960. In 1998 he was appointed President and CEO of
Ahold USA as well as to the Ahold Corporate Executive Board from
which he retired in 2001. Mr. Miller has agreed to assist Mr.
Tobin in the transition.

The Supervisory Board has taken this decision in light of the
results of the forensic accounting work conducted by
PricewaterhouseCoopers, announced by Ahold on May 8, 2003, which
had identified total overstatements of pre-tax earnings of
approximately USD 880 million for the period April 1, 2000 (the
date of the acquisition of U.S. Foodservice) to December 28,
2002 (the end of Ahold's 2002 fiscal year). The internal legal
investigation into accounting irregularities at U.S. Foodservice
and the possible involvement of U.S. Foodservice personnel
continues in close cooperation with the PricewaterhouseCoopers'
forensic accounting work.


AIR CANADA: December 31 Balance Sheet Upside-Down by $2.3 Bill.
---------------------------------------------------------------
Air Canada released its financial results for the year and
quarter ended December 31, 2002, incorporating a $400 million
tax valuation allowance. On February 6, 2003, Air Canada
released its preliminary unaudited year 2002 and fourth quarter
financial results. For the year and quarter ended December 31,
2002, Air Canada reported an operating loss of $218 million and
$288 million respectively and a loss before foreign exchange on
long-term monetary items and income taxes of $384 million and
$359 million respectively.

At that time, the Corporation also advised that it was
completing a review of the carrying value of its future income
tax asset and that the review may require an income tax
valuation allowance to reduce the value of the Mainline
carrier's future income tax asset up to its full carrying value
of $400 million. As a result of recent developments, Air Canada
will record the full $400 million income tax valuation
allowance.

The Corporation therefore reported a net loss of $828 million or
$6.89 per share for 2002, compared to a net loss of $1,315
million or $10.95 per share in 2001. For the fourth quarter of
2002, the net loss amounted to $764 million or $6.35 per share.

Subsequent to the Corporation reporting its preliminary
unaudited results on February 6, 2003, Air Canada obtained an
order on April 1, 2003, from the Ontario Superior Court of
Justice providing creditor protection under the Companies'
Creditors Arrangement Act. Air Canada also made a concurrent
petition under Section 304 of the U.S. Bankruptcy Code.

The Corporation, on an exceptional basis, has elected to release
preliminary unaudited consolidated operating results for the
first quarter 2003 and for April 2003. The objective of this
early release of preliminary unaudited results is to ensure that
Air Canada stakeholders have its financial results on as current
a basis as possible while Air Canada is developing its
restructuring plan.

The preliminary unaudited operating loss for the first quarter
of 2003 was $354 million representing a deterioration of $194
million from the operating loss of $160 million reported for the
same quarter in 2002. The average operating loss for the first
quarter amounted to just under $4 million per day. Air Canada
will be reporting its final first quarter operating and net loss
later in May. The build up to the Iraq war, the first stage of
the SARS crisis, a soft economy, continued growth in competitive
capacity in a flat market in Canada and increased lower cost
regional carrier competition on the transborder market all
contributed to further weaken an already fragile revenue
environment.

The downturn intensified in April primarily as a result of the
devastating impact of the rapid acceleration of the SARS
outbreak in Toronto, estimated to have negatively impacted
revenues by more than $125 million for the month. The
preliminary unaudited operating loss for the month is expected
to be $152 million or $123 million worse than the corresponding
period last year. The airline's current inability to offset
revenue loss with corresponding cost reductions resulted in an
operating loss of just over $5 million per day.

The effect of SARS following the war in Iraq continues to have a
significant effect not only on Asian routes but on the airline's
entire network and, in particular, its main hub in Toronto. With
the exception of certain Asian carriers, it is believed that Air
Canada has been more negatively impacted by SARS than any other
airline given that Toronto was the only city outside Asia
designated as a SARS affected area. Traffic on Asian routes is
down approximately 60 per cent and Toronto emplanements are down
by more than 25 per cent. The drop in traffic to and from
Toronto can be attributed to:

    a)    corporate policies directing business travellers to
          avoid Toronto;

    b)    a general avoidance of Toronto as a connecting point
          due to concerns about SARS; and,

    c)    travellers originating in Toronto being directed to
          postpone or cancel their travel.

Air Canada has not experienced a discernable traffic recovery
despite the World Health Organization's decision to lift its
travel advisory for Toronto. Loss of convention and leisure
traffic is ongoing and recovery is not expected in the near
term. On a network-wide basis, forward bookings for May, June
and July are down 20 to 25 per cent year over year.

Immediate, aggressive action is required to reduce operating
costs until traffic levels stabilize and, as a result, Air
Canada is implementing the following initiatives:

    -    Overall capacity is being reduced by 17 per cent year
         over year for June, July and, on a preliminary basis,
         August. Asian and transborder routes are primarily
         affected with a 60 per cent and 25 per cent capacity
         reduction respectively.

    -    Service will be temporarily suspended until Labour Day
         between the following cities: Toronto-Kansas City,
         Toronto-New Orleans and Toronto-St. Louis.

    -    Service will be suspended until the summer schedule of
         2004 on the following routes: Calgary-Chicago;
         Montreal-Atlanta; Montreal-San Francisco; Toronto-San
         Diego; Toronto-Tokyo/ Narita; Vancouver-
         Washington/Dulles and Vancouver-Nagoya.

    -    Service to Dayton and Grand Rapids will be suspended
         indefinitely.

    -    As a result of the reduction in flying, approximately
         40 aircraft will be grounded.  The fleet reductions
         include wide-body and narrow-body aircraft at the
         Mainline carrier and some turbo-prop aircraft at Air
         Canada Jazz.

"SARS will clearly have a sustained impact in every affected
area of the world and has already had a ruinous effect on our
summer 2003," said Robert Milton, President and Chief Executive
Officer. "I do not expect international travel demand to Canada
to recover in the near term. The terrible revenue environment we
are now facing with SARS immediately after the war with Iraq
necessitates drastic action to survive what is expected to be
one of our weakest second and third quarters in history. This
further underscores the urgency with which we must approach our
restructuring under the CCAA process. However, the steps
announced today will not be sufficient to stem the losses
and immediate cost reduction is required in all areas,"
concluded Mr. Milton.

Air Canada's 2002 annual audited consolidated financial
statements and management's discussion and analysis of results
are being made available on Air Canada's Web site
http://www.aircanada.caand at http://www.SEDAR.com. A copy may
also be obtained on request by contacting the office of Air
Canada's Shareholder Relations department at (514) 422-5787 or
1-800-282-SHARE

At Dec. 31, 2002, Air Canada's balance sheet reported a total
shareholders equity deficit of about $2.3 billion while its
working capital deficit tops $821 million.


AIR CANADA: April 2003 Revenue Passenger Miles Tumble 22.3%
-----------------------------------------------------------
Air Canada mainline flew 22.3 per cent fewer revenue passenger
miles in April 2003 than in April 2002, according to preliminary
traffic figures. Capacity decreased by 16.7 per cent, resulting
in a load factor of 69.6 per cent, compared to 74.6 per cent in
April 2002; a decrease of 5.0 percentage points.

Jazz, Air Canada's regional airline subsidiary, flew 9.8 per
cent fewer revenue passenger miles in April 2003 than in April
2002, according to preliminary traffic figures. Capacity
decreased by 15.4 per cent, resulting in a load factor of 57.7
per cent, compared to 54.1 per cent in April 2002; an increase
of 3.6 percentage points.


AIRGAS INC: Board of Directors Declares Quarterly Cash Dividend
---------------------------------------------------------------
Airgas, Inc. (NYSE:ARG) announced that the Board of Directors
has declared a quarterly cash dividend of $0.04 per share. The
first regular quarterly dividend will be paid on June 30, 2003
to shareholders of record as of June 13, 2003.

"Our decision to initiate a quarterly dividend is consistent
with our commitment to enhancing shareholder value and
demonstrates the Board's confidence in our long-term growth
prospects, financial strength, and strong cash flow," said
Airgas Chairman and Chief Executive Officer Peter McCausland.
"At this point in our evolution as a public company, paying a
dividend will enable Airgas to return value directly to our
shareholders and still be positioned to pay down debt and take
advantage of growth opportunities, including acquisition and
capital investment."

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

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


ALASKA COMMUNICATIONS: Makes Debt Prepayment of $106.7 Million
--------------------------------------------------------------
Alaska Communications Systems Group, Inc., (Nasdaq: ALSK) has
prepaid $106.7 million of its senior bank credit facility using
proceeds from the recent sale of a majority interest in its
directories business, which it completed on May 8, 2003. The
prepayment was made as a condition of an amendment and waiver to
the Company's senior bank credit facility to permit the sale of
its directories business.

Alaska Communications Systems is the leading integrated
communications provider in Alaska, offering local telephone
service, wireless, long distance, data, and Internet services to
business and residential customers throughout Alaska. ACS
currently serves approximately 335,000 access lines, 82,000
cellular customers, 58,000 long distance customers and 45,000
Internet customers throughout the State. More information can be
found on the Company's Web site at http://www.alsk.com

As reported in Troubled Company Reporter's January 20, 2003
edition, Standard & Poor's lowered its corporate credit ratings
on diversified communications company Alaska Communications
Systems Group Inc., and subsidiary Alaska Communications Systems
Holdings Inc., to 'BB-' from 'BB'.

The downgrade is based on competitive pressure that has
materially weakened ACS's business profile, impaired operating
performance, and resulted in credit measures that have not met
Standard & Poor's expectations for the ratings.

The ratings were removed from CreditWatch, where they were
placed on July 31, 2002. The outlook is negative. Anchorage,
Alaska-based ACS had $606 million debt as of Sept. 30, 2002.

Standard & Poor's also said that without stabilization of the
local exchange business, the ratings could be lowered further.


ALLEGIANCE TELECOM: Pursuing Financial Workout Under Chapter 11
---------------------------------------------------------------
Allegiance Telecom, Inc. (Nasdaq: ALGX), a facilities-based
national local exchange carrier (NLEC), said that while its
discussions with its senior creditors and other stakeholders are
continuing, the Company will pursue its financial restructuring
plans under Chapter 11 of the U.S. Bankruptcy Code. Allegiance
believes that the filing will facilitate these negotiations
while enabling it to conduct business as usual -- offering high-
quality, reliable telecommunications services to its customers
in major markets across the United States.

"Although we have not yet secured the agreement of our senior
creditors, we believe we have a sound plan to restructure our
balance sheet in line with current business realities," said
Royce J. Holland, chairman and chief executive officer of
Allegiance Telecom. "With approximately a quarter billion
dollars of cash, Allegiance is free of the liquidity problems
experienced by other telecom companies that have filed under
Chapter 11. We believe this move is the best way to safeguard
the value of our enterprise, reduce costs, and increase our
competitive advantage in the market as we continue negotiations
with our creditors."

"We continue to make progress in re-orienting our business to
focus on achieving free cash flow from operations," said Tom
Lord, Allegiance's executive vice president for corporate
development and chief financial officer. "We expect to emerge
from this process with a stronger balance sheet which will
enable us to better serve our customers and provide sustained
facilities-based competition in the present communications
market," said Lord.

         Allegiance Announces First Quarter Results

Allegiance also announced results for the first quarter ended
March 31, 2003. The Company reported first quarter revenues of
$204.6 million, a decrease of 0.2 percent, compared with fourth
quarter 2002; and an increase of 26.2 percent compared with the
first quarter of 2002.

"We continued to shift our focus from rapid growth to making
progress toward generating free cash flow from operations, a
process that was initiated in the fourth quarter," added
Holland. "Our focus on system and process upgrades resulted in
improvements in customer service, billing, and the quality of
our accounts receivable."

The Company continues to see improved productivity and
efficiency as it focuses its business on profitability. In 1Q03,
the Company's revenue per employee increased to a record level
of $220,100, an increase of $15,500 or approximately 7.6 percent
over the revenue per employee for 4Q02 of $204,600 and an
increase of $62,600 or approximately 39.7 percent over the
revenue per employee for 1Q02 of $157,500.

"Allegiance Telecom reduced its cash consumed in the first
quarter, using approximately $20.7 million of its cash and
short-term investments to fund its operations, capital
expenditures and debt service requirements. This represents a
reduction of $6.0 million from the $26.7 million used in the
4Q02. The improvement in cash consumption was primarily due to a
continued focus on reducing operating and capital expenditures,
and strong cash collections during the first quarter 2003.
Capital expenditures were held to $9.2 million in 1Q03," said
Lord.

Allegiance Telecom had cash and short term investments totaling
$263.6 million at the end of 1Q03. Days sales outstanding (DSOs)
for 1Q03 was 59.5 days, a reduction of 7.5 days from the 67 days
in 4Q02 and an improvement of 23.4 days compared with the 82.9
days from 1Q02.

Allegiance Telecom's March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $75 million. The Company's
total assets stand at $1.3 billion.

Allegiance Telecom is a facilities-based national integrated
communications provider headquartered in Dallas, Texas. As the
leader in competitive local service for medium and small
businesses, Allegiance offers "One source for business
telecom(TM)" -- a complete package of telecommunications
services, including local, long distance, international calling,
high-speed data transmission and Internet services and a full
suite of customer premise communications equipment and service
offerings. Allegiance serves major metropolitan areas in the
U.S. with its single source provider approach. Allegiance's
common stock is currently traded on the NASDAQ National Market
under the symbol ALGX.


ALTERRA HEALTHCARE: Committee Turns to FTI for Financial Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Alterra Healthcare Corporation's chapter 11 case sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to retain FTI Consulting, Inc., as its
Financial Advisors.

FTI's services are necessary for the Committee to assess and
monitor the efforts of the Debtors and their professional
advisors in order to maximize the value of their estates and to
reorganize successfully.  In this retention, the Committee
expects FTI to provide:

   a) Assistance to the Committee in the review of financial
      related disclosures required by the Court, including the
      Schedules of Assets and Liabilities, the Statement of
      Financial Affairs and Monthly Operating Reports;

   b) Assistance to the Committee with information and analyses
      required pursuant to the Debtors' Debtor-In-Possession
      financing including, but not limited to, preparation for
      hearings regarding the use of cash collateral and DIP
      financing;

   c) Assistance regarding a critical review and analysis of the
      Debtor's proposed payment of certain pre-petition
      obligations of critical vendors;

   d) Assistance with a review of the Debtors' short-term cash
      management procedures;

   e) Assistance with a review of the Debtors' proposed key
      employee retention and other critical employee benefit
      programs;

   f) Assistance and advice to the Committee with respect to the
      Debtors' identification of core business assets and the
      disposition of assets or liquidation of unprofitable
      operations;

   g) Assistance in the review and analysis of the Debtor's pre-
      petition restructuring transactions and activities
      involving creditors of the Debtor and secured creditors of
      the Debtor's non-debtor- subsidiaries;

   h) Assistance with a review of the Debtors' performance of
      cost/benefit evaluations with respect to the affirmation
      or rejection of various executory contracts and leases;

   i) Assistance regarding the evaluation of the present level
      of operations and identification of areas of potential
      cost savings, including overhead and operating expense
      reductions and efficiency improvements;

   j) Assistance in the review and analysis of proposed sale
      and/or financing transactions for which Court approval is
      sought;

   k) Assistance in the review of financial information
      distributed by the Debtors to creditors and others,
      including, but not limited to, cash flow projections and
      budgets, cash receipts and disbursement analysis, analysis
      of various asset and liability accounts;

   l) Assistance and advice to the Committee in providing an
      objective, third-party valuation of the Debtor's assets
      and operations;

   m) Assistance and advice to the Committee in evaluating any
      proposed plan of reorganization, including analysis of
      creditor value recovery;

   n) Attendance at meetings and assistance in discussions with
      the Debtors, potential investors, banks and other secured
      lenders in this chapter 11 case, the US Trustee, other
      parties in interest and professionals hired by the same,
      as requested;

   o) Assistance in the review and/or preparation of information
      and analysis necessary for the confirmation of a Plan of
      Reorganization in this chapter 11 case;

   p) Assistance in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

   q) Litigation advisory services with respect to accounting
      and tax matters, along with expert witness testimony on
      case related issues as required by the Committee; and

   r) Such other general business consulting or such other
      assistance as the Committee or its counsel may deem
      necessary that are not duplicative of services provided by
      other professionals in this proceeding.

Martin L. Cohen assures the Court that FTI is a "disinterested
person" as that phrase is defined in the Bankruptcy Code.  Mr.
Cohen adds that they will continue to conduct review of FTI's
filed to ensure that no conflicts or other disqualifying
circumstances exist or arise.  The customary hourly rates
charged by FTI personnel anticipated to be assigned to this case
are:

           Senior Managing Directors           $500 - $595
           Directors/ Managing Directors       $325 - $490
           Associates/ Senior Associates       $150 - $325
           Administration / Paraprofessionals  $ 75 - $140

Alterra Healthcare Corporation, one of the nation's largest and
most experienced healthcare providers operating assisted living
residences, filed for chapter 11 protection on January 22, 2003,
(Bankr. Del. Case No. 03-10254). James L. Patton, Esq., Edmon L.
Morton, Esq.. Joseph A. Malfitano, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $735,788,000 in
assets and $1,173,346,000 in total debts.


AMERICAN SKIING: Improved Liquidity Prompts S&P's CCC Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on ski resort operator American Skiing Inc. based
on improvements in key credit measures and liquidity.

At the same time, Standard & Poor's removed the rating on the
Park City, Utah-based company from CreditWatch, where it was
placed on Oct. 5, 2001. The outlook is negative. As of
Jan. 26, 2003, American Skiing had total debt of $312 million
outstanding.

The company's operating performance has benefited from increased
skier visits to its eastern ski resorts, due to above-average
snowfall in the region. Also, the new resort credit facility
extends amortization schedules, and provides some additional
borrowing flexibility. "As a result, the company is no longer
reliant on asset sales to meet its cash requirements," said
Standard & Poor's credit analyst Andy Liu. "However, financial
risk remains high with very tight liquidity, a heavy debt
burden, volatile seasonal and weather-dependent cash flow, and
significant cash flow deficits due to high working capital and
capital expenditure requirements," Mr. Liu added. In addition,
third fiscal quarter results are likely to reflect the negative
impact of the Iraqi conflict on skier trends toward the end of
the ski season.

With the current ski season effectively over, no material
changes are expected in the company's credit profile until the
next ski season.  A poor upcoming ski season or other adverse
events that negatively affect skier visits or liquidity could
pressure credit ratings.


AMERICREDIT CORP: Prices $825 Mill. Asset-Backed Securitization
---------------------------------------------------------------
AMERICREDIT CORP. (NYSE:ACF) announced the pricing of a $825
million offering of automobile receivables-backed securities
through lead managers Deutsche Bank Securities and Credit Suisse
First Boston. Co-managers are Barclays Capital, JP Morgan and
Wachovia Securities.

The bond insurer for this transaction is XL Capital Assurance
Inc. AmeriCredit uses net proceeds from securitization
transactions to provide long-term financing of automobile retail
installment contracts.

The securities will be issued via an owner trust, AmeriCredit
Automobile Receivables Trust 2003-B-X, in six classes of Notes:

Note Class    Amount     Average Life     Price   Interest Rate
----------    ------     ------------     -----   -------------
    A-1    $ 147,000,000   0.18 years   100.00000      1.29%
  A-2-A    $ 201,000,000   0.95 years    99.99816      1.55%
  A-2-B    $ 115,000,000   0.95 years   100.00000  Libor + 0.19%
    A-3    $ 119,000,000   2.00 years    99.98318      2.11%
  A-4-A    $ 143,000,000   3.11 years    99.99260      2.72%
  A-4-B    $ 100,000,000   3.11 years   100.00000  Libor + 0.38%
           -------------
           $825,000,000
           =============

The weighted average coupon is 2.3%.

The Note Classes are rated by Standard & Poor's, Moody's
Investors Service, Inc. and Fitch, Inc. The ratings by Note
Class are:

   Note Class   Standard & Poor's       Moody's         Fitch
   ----------   -----------------       --------        ------
    A-1             A-1+                Prime-1           F1+
    A-2-A           AAA                 Aaa               AAA
    A-2-B           AAA                 Aaa               AAA
    A-3             AAA                 Aaa               AAA
    A-4-A           AAA                 Aaa               AAA
    A-4-B           AAA                 Aaa               AAA

Initial credit enhancement on this trust will total 10.5% of the
original receivable pool balance building to the total required
enhancement level of 18% of the pool balance. The initial 10.5%
enhancement will consist of 3% cash, 4.8% overcollateralization
and 2.7% reinsurance. The Company remains on track to generate
cash flow in the June 2003 quarter, and the ability to
incorporate reinsurance in this transaction will further add to
its liquidity position.

This transaction represents AmeriCredit's 39th securitization of
automobile receivables in which a total of more than $29 billion
of automobile receivables-backed securities has been issued.

Copies of the prospectus relating to this offering of
receivables-backed securities may be obtained from the managers
and co-managers. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy the
securities described in this press release, nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such State.

AmeriCredit Corp. is one of the largest independent middle-
market auto finance companies in North America. Using its branch
network and strategic alliances with auto groups and banks, the
company purchases retail installment contracts entered into by
auto dealers with consumers who are typically unable to obtain
financing from traditional sources. AmeriCredit has more than
one million customers and over $15 billion in managed auto
receivables. The company was founded in 1992 and is
headquartered in Fort Worth, Texas. For more information, visit
http://www.americredit.com

As reported in Troubled Company Reporter's April 28, 2003
edition, Fitch Ratings lowered AmeriCredit Corp.'s senior
unsecured rating to 'B' from 'B+'. The Rating Outlook remains
Negative. Approximately $375 million of senior unsecured debt is
affected by this rating action. Fitch's rating action reflects
heightened concern regarding the trend in net charge-offs and
continued macro economic pressures on asset quality and used car
prices. Unabated, these factors will continue to erode the
remaining cushion in charge-off related covenants in the
company's warehouse facilities. AmeriCredit's warehouse
covenants require the annualized managed net charge-off ratio to
be below an average of 8.0% for two consecutive quarters.
Annualized managed net charge-offs to average managed
receivables have risen in consecutive quarters from 3.6% for the
second quarter ended Dec. 31, 2000 to 7.6% for the most recent
quarter ended March 31, 2003, albeit some of the increase is
attributed to management's more proactive handling of delinquent
accounts which has contributed to the rise.

The negative outlook reflects continued liquidity constraints
due to weakened asset quality measures of securitizations and
increased enhancement requirements for new transactions. As
expected, some securitization transactions executed in the 2000
time frame began to hit cumulative loss triggers during March
2003, trapping excess cash in those trusts. Fitch remains
concerned that additional and more recent pools may also hit
cumulative net loss triggers as well. In Fitch's view, access to
the term asset-backed securitization market is potentially more
difficult and costly to obtain. The company's most recent
transaction required higher credit enhancement over previous
deals reflecting the weaker underlying performance of the
collateral pool. Furthermore, AmeriCredit continues to rely on
monoline bond insurers to execute its secured financings,
however, the company has recently executed a whole loan
transaction, highlighting an alternative financing option.


AMPEX CORP: March 31 Balance Sheet Upside-Down by $149 Million
--------------------------------------------------------------
Ampex Corporation (Amex:AXC) reported a net loss of $1.9 million
for the first quarter of 2003. In the first quarter of 2002, the
Company reported a net loss of $1.3 million.

Revenues, which are comprised of royalties from licensing its
patents and product sales of its Data Systems subsidiary,
totaled $8.6 million in the first quarter of 2003 compared to
$10.0 million in the first quarter of 2002. Royalty income from
licensing totaled $0.4 million and contributed an operating
profit of $0.1 million in the first quarter of 2003 compared to
royalty income of $1.2 million and operating profit of $1.0
million in the first quarter of 2002. Operating income from Data
Systems amounted to $0.03 per diluted share in the first quarter
of 2003 unchanged from the first quarter of 2002. Interest
expense and other financing costs, net accounted for $0.04 loss
per diluted share in the first quarters of 2003 and 2002.

Giving effect to the benefit from extinguishment of preferred
stock, the Company reported a net loss applicable to common
stockholders of $0.9 million in the first quarter of 2003 versus
a net loss applicable to common stockholders of $0.2 million in
the first quarter of 2002.

Ampex Corporation's March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $149 million.

The Board of Directors of the Company has approved and submitted
to stockholders a proposal to effect a 1 for 20 reverse stock
split of its Common Stock. If approved, the reverse stock split
would become effective shortly after the Company's annual
meeting scheduled for June 6, 2003. The per share information
reported above has been calculated without effect to the reverse
stock split.

Ampex Corporation -- http://www.Ampex.com-- headquartered in
Redwood City, California, is one of the world's leading
innovators and licensors of technologies for the visual
information age.


APOGENT TECH: S&P Assigns BB+ Rating to Sr. Subordinated Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+'
subordinated debt rating to Apogent Technologies Inc.'s $250
million of senior subordinated notes due 2013. These notes will
be privately placed, with registration rights, in reliance on
Rule 144a. The notes will be used to fund a stock repurchase
program of the same amount. At the same time, Standard & Poor's
affirmed its 'BBB-' corporate credit and senior ratings. The
outlook is stable.

The investment-grade ratings on Apogent reflect the company's
leading position in several business segments, offset by a
sizable debt burden, currently $746 million.

Portsmouth, New Hampshire-based Apogent manufactures a range of
commodity and differentiated products used by life science
research and clinical diagnostic laboratories.

Apogent recently announced that it will buy back approximately
15% of outstanding common shares in a Dutch auction, financing
the purchases with debt.

"We expect that Apogent will use some portion of its internally
generated funds to reduce leverage during the next few years,"
said Standard & Poor's credit analyst David Lugg.

Apogent has a reputation for quality, longstanding customer and
distributor relationships, and ongoing new product introductions
are competitive advantages. Competition is strong, however, and
the company bears some technology risk. Moreover, although
research funding is expected to accelerate, growth could be
inconsistent, reflecting continued pharmaceutical industry
consolidation and budgetary-constrained, government-funded
health-care and research spending in the near term.


AQUILA INC: Board Appoints Rick Dobson as Chief Fin'l Officer
-------------------------------------------------------------
Aquila, Inc., (NYSE:ILA) announced that its board of directors
has appointed Rick Dobson as chief financial officer. Dobson had
been serving as the company's interim chief financial officer
since last November.

Dobson joined Aquila in 1989 as vice president and controller of
the company's former Merchant operations, and in 1997 became
vice president of financial management of the business segment.
Dobson has an accounting degree from the University of Wisconsin
and an MBA from the University of Nebraska.

"Rick's contributions have been instrumental in the successful
completion of our refinancing agreement and the formulation and
execution of our ongoing restructuring plan," said Richard C.
Green, Jr., Aquila's chairman and chief executive officer.

The company also named Brock Shealy to the newly created
position of corporate compliance officer. Shealy most recently
served as chief administrative officer and director of Aquila's
former European Merchant operations since January 2002. In his
new position, Shealy will be responsible for ensuring that all
company's practices and procedures meet the highest ethical
standards and comply with legislative and regulatory guidelines.
Shealy also will assume responsibility for the company's audit
function.

Shealy joined Aquila in 1999 in the company's human resources
organization after spending 10 years as an attorney with the
Kansas City firm of Blackwell Sanders Peper Martin, LLP. He has
a law degree from the University of Missouri-Kansas City and an
undergraduate degree from Drury College.

"The formal establishment of the corporate compliance role
underscores the ongoing importance we place at Aquila on ethical
business behavior," said Green.

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

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

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

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

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

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

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


ARMSTRONG HOLDINGS: AWI Challenges Evans' $3-Million PI Claim
-------------------------------------------------------------
Armstrong World Industries, Inc., objects to the allowance of a
proof of claim filed by Judy and Eugene Evans.

Mr. and Mrs. Evans allege that, on June 23, 1998, Ms. Evans was
injured when she slipped and fell while working.  In a complaint
filed on May 15, 2000, against AWI and another defendant in the
Circuit Court of Cook County, the Claimants allege that the
flooring purportedly manufactured by AWI caused Mrs. Evans'
injuries.  In the state court suit, the Claimants seek damages
over $50,000 for products liability, negligence and loss of
consortium.  The lawsuit has been stayed since the Petition
Date, and Rebecca L. Booth, Esq., at Richards Layton & Finger,
in Wilmington, Delaware, reports that no "significant progress"
was made in the state suit as of the Petition Date.

Prior to the Claims Bar Date, the Claimants filed a proof of
claim for $3,000,000 alleging a non-asbestos personal injury.
No supporting documentation was submitted with the claim.

Although the Evans Proof of Claim is for $3,000,000, this does
not accord with the state court prayer, and Ms. Booth complains
that AWI has received documentation for only $12,948.88 in
medical expenses allegedly incurred as of the Petition Date.

Ms. Booth contends that the best conclusion for this proof of
claim is to disallow and expunge it.  The Evans Claim lacks any
supporting documentation on which the Court could reasonably
rely in accepting the proof of claim as evidence or support for
allowance of the claim.

In a litany of stock PI defenses, Ms. Booth says that any
injuries Ms. Evans may have received in the fall were the result
of her own comparative fault or contributory negligence, or were
caused in whole or part by prior or subsequent injuries,
illnesses or bodily conditions for which AWI is not legally
responsible.  If that doesn't knock out the claim, Ms. Booth
says that Ms. Evans' injuries, if any, were the result of
intervening or superseding causes for which AWI is not legally
responsible.  Furthermore, the Claimants have not shown that
AWI had any duty to Ms. Evans, or if a duty existed, that it was
breached in any way.

If that's still not enough, Ms. Booth says that the Claimants
have not shown, and cannot show, that the floor covering
purportedly manufactured by AWI and used in the premises in
question was negligently designed, defective, or negligently
manufactured.

Finally, the Evans Claim is barred, in whole or in part, by the
applicable statute of limitations, waiver, estoppel, lack of
privity of contract, failure of consideration, assumption of the
risk or laches.

This Objection is made without prejudice to the right of AWI or
any other party-in-interest to object to the Evans Claim on any
other grounds whatsoever. (Armstrong Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ATCHISON CASTING: Forbearance Agreement Extended Until May 31
-------------------------------------------------------------
Between April 14, 2003, and May 3, 2003 Atchison Casting
Corporation entered into the Third, Fourth, Fifth and Sixth
Reinstatements and Modifications of the Fourteenth Amendment and
Forbearance Agreement to the Credit Agreement and the Third,
Fourth, Fifth and Sixth Reinstatements and Modifications of the
Eleventh Amendment to the Note Purchase Agreement. These
amendments collectively, among other things, modify the
termination date of the forbearance from April 11, 2003, to
May 31, 2003.

ACC produces iron, steel and non-ferrous castings for a wide
variety of equipment, capital goods and consumer markets.

At December 31, 2002, ACC's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$77 million.


BAM! ENTERTAINMENT: Red Ink Continues to Flow in Fiscal Q3
----------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN), a developer and publisher
of interactive entertainment software, reported results for its
fiscal third quarter ended March 31, 2003.

The company reported net revenues for the fiscal third quarter
of $2.9 million, a decrease of 59% from net revenues of $7.0
million for the same quarter of the prior fiscal year.

The operating loss and net loss for the quarter was $5.1
million, or 35 cents per share. In the same quarter of the prior
year, the company sustained an operating loss of $5.9 million
and a net loss of $6.2 million, equivalent to 43 cents per
share.

During the quarter ended March 31, 2003, the company released
three new products as compared to six products in the same
quarter of the prior fiscal year. Products released in the
quarter ended March 31, 2003 were:

  Samurai Jack(TM): The Amulet of Time      Game Boy(R) Advance

  Ed, Edd, n Eddy(TM): Jawbreakers          Game Boy(R) Advance

4x4 Evo 2(TM)(released in Europe only) Sony(R) PlayStation(R) 2

"Our revenues reflect a smaller roster of new products delivered
to market this quarter compared to a year ago, along with lower
than expected reorders during the post-holiday selling season,"
said Ray Musci, Chief Executive Officer of BAM! Entertainment.
"While we are disappointed with our results, we continue to
focus on improving operating margins and building the strength
of the product portfolio scheduled for release in the second
half of the calendar year."

Key titles currently slated for release during the remainder of
calendar year 2003 include:  the first release of Carmen
Sandiego for next generation consoles; Ice Nine, a stealth
action game; an action-adventure game based on the popular
Cartoon Network(TM) franchise The Powerpuff Girls(TM); and
Wallace & Gromit in Project Zoo, the first product scheduled for
release under the company's agreement with Oscar award-winning
Aardman Animation Studios.

BAM! Entertainment is currently displaying its fall lineup at
the industry's largest tradeshow, The Electronic Entertainment
Expo (E3), which is being held at the Los Angeles Convention
Center May 14-16, 2003. BAM! Entertainment will be showcasing
its products in the convention center's West Hall, room 510.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide.  The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers.   The company's common stock is publicly
traded on NASDAQ under the symbol BFUN.  More information about
BAM! and its products can be found at the company's Web site
located at http://www.bam4fun.com

                          *    *    *

            Liquidity and Going Concern Uncertainty

In its SEC Form 10-Q for the period ended December 31, 2002, the
Company reported:

"We have experienced recurring net losses from inception
(October 7, 1999) through December 31, 2002. We had an
accumulated deficit of $45.5 million as of December 31, 2002.
These factors, among others, raise substantial doubt about our
ability to continue as a going concern for a reasonable period
of time. The condensed financial statements do not include any
adjustments relating to the recoverability and classification of
assets or the amounts and classification of recorded liabilities
that might be necessary should we be unable to continue as a
going concern.

"During the quarter ended December 31, 2002, we undertook
measures to reduce spending and restructured our operations. In
2003, we retained the investment banking firm of Gerard Klauer
Mattison & Co., Inc. to assist us in reviewing a range of
potential strategic alternatives, including mergers,
acquisitions and securing additional financing. We may need to
consummate one or a combination of the potential strategic
alternatives, or otherwise obtain capital via the sale or
license of certain of our assets, in order to satisfy our future
liquidity requirements. Current market conditions present
uncertainty as to our ability to effectuate any such merger or
acquisition or secure additional financing, as well as our
ability to reach profitability. There can be no assurances that
we will be able to effectuate any such merger or acquisition or
secure additional financing, or obtain favorable terms on such
financing if it is available, or as to our ability to achieve
positive cash flow from operations. Continued negative cash
flows create uncertainty about our ability to implement our
operating plan and we may have to further reduce the scope of
our planned operations. If cash and cash equivalents, together
with cash generated from operations, are insufficient to satisfy
our liquidity requirements, we will not have sufficient
resources to continue operations for the next 12 months."


BASIS100: Annual & Special Shareholder Meetings Convening Today
---------------------------------------------------------------
Basis100 (TSX: BAS), a business solutions provider for the
mortgage lending marketplace, will hold its Special Meeting
of Debenture Holders and its Annual General and Special Meeting
of Shareholders today at the Design Exchange located at 234 Bay
Street in Toronto.

The Special Meeting of Debenture Holders will be held at 9:00
a.m. The Annual General and Special Meeting of Shareholders will
begin at 10:30 a.m.

Registered Shareholders and Debenture Holders can bring their
proxies to their respective meetings, along with identification.
Non-registered Shareholders or Debenture Holders wanting to vote
in person at their meetings are to have their proxy forms
certified by their nominee brokers prior to the meeting.
Corporations are required to have their proxies executed under
corporate seal or by a duly authorized officer or officers.

Basis100 (TSX: BAS) is a business solutions provider that fuses
mortgage processing knowledge and experience with proprietary
technology to deliver exceptional services. The company's
delivery platform defines industry-class best execution
strategies that streamline processes and creates new value in
the mortgage lending markets.

For more information about Basis100, visit
http://www.Basis100.com

At March 31, 2003, the Company's balance sheet shows a
working capital deficit of about CDN$5 million.


BAYOU STEEL: Looks to Gordian Group for Financial Advice
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave its stamp of approval to Bayou Steel Corporation and its
debtor-affiliates' application to employ the services of Gordian
Group, LLC as its Financial Advisor.

Gordian Group is a nationally recognized organization providing
investment banking and financial advisory services to its
customers.  In this engagement, Gordian Group will:

      a) identify a new senior revolving credit facility for the
         Company with a new lender group;

      b) advise as to available capital restructuring and
         financing alternatives, including without limitation
         the restructuring of the 9.5% Senior Notes, including
         recommendations of specific courses of action, and
         assist with the structure, implementation and closing
         of one or more alternative Financial Transaction
         structures and any debt and equity securities to be
         issued in connection with a Financial Transaction;

      c) assist in discussions with current or potential
         lenders, bondholders, shareholders and other interested
         parities regarding the Company's operations and
         prospects and any potential Financial Transaction;

      d) assist with the development, negotiation and
         implementation of a Financial Transaction or Financial
         Transactions, including participation in negotiations
         with creditors and other parties involved in a
         Transaction;

      e) assist in valuing the Company or, as appropriate,
         valuing the Company's assets or operations;

      f) at any time prior to consummation of a Financial
         Transaction, provide expert advice and testimony
         relating to financial matters related to a Financial
         Transaction;

      g) advise as to potential mergers, acquisitions or other
         financings with respect to the Company, and the sale or
         other disposition of any of the Company's assets or
         businesses;

      h) assist in preparing proposals to creditors, employs,
         shareholders and other parties-in-interest in
         connection with any Financial Transaction;

      i) assist with presentations made to the Company's Board
         of Directors and/or creditors regarding potential
         Financial Transactions and/or other related issues;

      j) if requested and if reasonably appropriate under the
         circumstances, in connection with a Financial
         Transaction for which Gordian is to receive an
         Additional Fee, issue one or more valuation, solvency
         or fairness opinions to the Company's Board of
         Directors of such scope and substance and in such form
         as Gordian shall determine; and

      k) render such other financial advisory and investment
         banking services as may be mutually agreed upon by the
         parties.

In the event the Company, its affiliates or their management
receive or initiate an inquiry or other contact concerning a
Financial Transaction, Gordian shall be promptly informed of
such inquiry or contact, in order that Gordian can if requested
assist the Company in any resulting negotiations in such manner
as directed by the Company.

Henry F. Osley, III, the Chief Executive Officer of Gordian
Group discloses that the Firm will charge:

   (a) a monthly fee of $100,000; plus

   (b) an additional fee to be charged of:

       1) 1% of the amount of any New Senior Credit Facility
          (excluding debtor in possession financing with
          Congress Financial or GECC) entered into; plus

       2) (i) 1.5% of the Aggregate Consideration received by
              the Company or its constituencies in connection
              with the sale of any or all of the Company's
              operations, or

         (ii) $1,800,000 upon the consummation of a plan of
              reorganization;

for its financial advisory services.

Bayou Steel Corp., a producer of light structural shapes and
merchant bar steel products, filed for chapter 11 protection on
January 22, 2003 (Bankr. N.D. Tex. 03-30816).  Patrick J.
Neligan, Jr., Esq., at Neligan, Tarpley, Andrews & Foley, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$176,113,143 in total assets and $163,402,260 in total debts.


BETA BRANDS: TSX Suspends Trading after Foreclosure of Business
---------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI) has been
notified that the TSX Venture Exchange has suspended trading in
the Company's securities as a result of a failure to maintain
exchange listing requirements. The failure to maintain exchange
listing requirements is the result of the foreclosure on the
assets of the Company, which was announced on May 2, 2003. Under
the terms of the foreclosure order granted by the Ontario
Superior Court of Justice, Beta Brands Incorporated has been
left with no assets and has ceased to carry on business.

The Company is listed on the TSX Venture Exchange under the
symbol BBI and has approximately 41.3 million common shares
outstanding.


BEVSYSTEMS INT'L: Out-Sources Bottling Ops. to Cut Costs by 55%
---------------------------------------------------------------
BEVsystems International Inc.'s (OTCBB:BEVI) newest Co-Packer is
now in full production and has commenced shipping to BEVsystems'
customers. All of Life O2 production is now out-sourced with co-
packers.

The Co-Packer operating the Clearwater, Fla., bottling plant
will produce SuperOxygenated Life O2 for the South-Eastern U.S.,
Caribbean and Central America.

G. Robert Tatum, the Company's Chief Executive Officer hailed
these events as "significant progress towards moving the Company
forward under its previously announced restructuring plans. Out-
sourcing manufacturing not only improves our Gross Profit Margin
by lowering manufacturing costs, it also improves cash flow
because we no longer need to purchase materials in advance of
production. Plastic bottles, for instance, are the single most
expensive component in the finished product. We no longer need
to maintain a large inventory of empty bottles. This becomes the
responsibility of the co-packer." Tatum went on to say that "the
reduction in the cost of goods sold will position BEVsystems to
be a real competitor in the premium bottled water category. Most
of the major players in the bottled water industry out-source
their production with co-packers."

The latest co-packer has begun shipping to Life O2 distributors
in the South East for customers including Walgreen Drugs, Whole
Foods and Wild Oats natural food stores. BEVsystems also shipped
a pallet of Life O2 last week to the Washington Wizards NBA
basketball team.

Miami-based BEVsystems International Inc. (OTCBB:BEVI) is a
fast-growing leader in the premium beverage industry. With sales
in 22 countries, the success of its flagship Life 02
SuperOxygenated Water brand, infused with up to 1,500 percent
more oxygen via patented process and technology innovations,
underscores BEVsystems' commitment to research and technology to
deliver superior quality beverage products. A recently published
peer review study in The European Journal of Medical Research
details the medical benefits of oxygen-enriched water. Visit
http://www.bevsystems.com

As reported in Troubled Company Reporter's April 11, 2003
edition, BevSystems International, Inc.'s primary source of
liquidity has historically consisted of sales of equity
securities and debt instruments. The Company is currently
engaged in discussions with numerous parties with respect to
raising additional capital. The Company has incurred operating
losses, negative cash flows from operating activities and has
negative working capital.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The Company has
initiated several actions to generate working capital and
improve operating performances, including equity and debt
financing. There can be no assurance that the Company will be
able to successfully implement its plans, or if such plans are
successfully implemented, that the Company will achieve its
goals.

Furthermore, if the Company is unable to raise additional funds,
it may be required to reduce its workforce, reduce compensation
levels, reduce dependency on outside consultants, modify its
growth and operating plans, and even be forced to terminate
operations completely. The Company does not intend to
manufacture bottled water products without firm orders in hand
for its products. The Company intends to expend costs over the
next twelve months in advertising, marketing and distribution.
These costs are expected to be expended prior to the receipt of
significant revenues. There can be no assurance that the company
will generate significant revenues as a result of its investment
in advertising, marketing and distribution and there can be no
assurance that the company will be able to continue to attract
the capital required to fund its business plan. However, the
Company has no definitive plans or arrangements in place with
respect to additional capital sources at this time. The Company
has no lines of credit available to it at this time. There is no
assurance that additional capital will be available to the
Company when or if required.


CABLETEL COMMS: Violates Covenants with Senior Bank Lender
----------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSX: TTV), the leading
distributor of broadband equipment to the Canadian television
and telecommunications industries, announced results for the
first quarter ended March 31, 2003 (all figures are in Canadian
dollars). The Company also reported the completion of its
previously announced acquisition of Allied Wire & Cable.

Greg Walling, President and CEO of Cabletel, commented, "Despite
reduced first quarter sales during our traditional slowest
quarter caused by a difficult selling environment and extreme
winter conditions, Cabletel has gained market share due to the
introduction of new products by its Stirling Connector division
and the increased offering of materials management by the
distribution segment. Prudent management of expenses and the
Company's foreign exchange gain helped to lessen the net loss
for the quarter. The Company will continue to monitor and adjust
its expense base in line with fluctuating sales."

Ron Eilath, Chief Financial Officer of Cabletel, noted, "As
anticipated, during the quarter ended March 31, 2003, the
Company was positively impacted with a realized foreign exchange
gain of approximately $300,000 as a result of a strengthening in
the Canadian dollar vs. the U.S. dollar."

                    FIRST QUARTER HIGHLIGHTS

- First quarter sales in the Technology segment increased by 69%
  over the same period last year.

- First quarter sales in the Manufacturing segment increased by
  28% over the same period last year.

- First quarter gross margin was 18% compared to 19% for the
  same period last year reflecting a more competitive
  environment.

- First quarter selling, general and administrative expenses
  were approximately $1.9 million, down approximately $0.2
  million or 10% from the previous year.

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

                    Consolidated Results

Three Months Ended March 31, 2003

For the three months ended March 31, 2003, net loss was $247,405
compared to net income of $60,951 for the three months ended
March 31, 2002. Basic and fully-diluted loss per share was
($0.03) for the three months ended March 31, 2003 compared to
basic and fully-diluted income per share of $0.01 for the three
months ended March 31, 2002.

Consolidated net sales for the three months ended March 31, 2003
decreased by $2,065,339 or 16% to $11,118,347 compared to
consolidated net sales of $13,183,686 for the three months ended
March 31, 2002. Reduced volumes in the Distribution and
Technology segments are reflective of the financial and market
conditions that impacted growth in the cable, technology and
satellite industry resulting in reduced capital spending within
the industry for the period.

Gross profit for the three months ended March 31, 2003 of
$1,998,694 decreased by $449,320 or 18% compared to gross profit
of $2,448,014 for the three months ended March 31, 2002. Gross
margin for the three months ended March 31, 2003 was 18%
compared to 19% for the three months ended March 31, 2002. The
primary reason for the decrease in gross margin for the three
months ended March 31, 2003 results primarily from a slowdown in
the industry resulting in a more competitive environment. In
addition, the Manufacturing segment experienced a shut down
during the quarter when tooling changes were being carried out
on machinery to convert them over to production of a new line of
connector.

Selling, general and administrative expenses for the three
months ended March 31, 2003 decreased $223,750 or 10% to
$1,924,019 compared to $2,147,769 for the three months ended
March 31, 2002. As a percentage of sales, selling, general and
administrative expenses for the three months ended March 31,
2003 were 17% compared to 16% for the three months ended March
31, 2002. The Company is continuing to make a focused effort to
reduce costs in an attempt to return the Company to
profitability.

Interest expense increased $86,675 to $251,884 for the three
months ended March 31, 2003 compared to $165,209 for the three
months ended March 31, 2002. Interest expense on bank
indebtedness for the three months ended March 31, 2003 of
$160,806 increased by $13,282 up from $147,524 for the three
months ended March 31, 2002. Interest expense on Long-term debt
was $91,078 reflecting an increase of $73,393 up from $17,685
for the three months ended March 31, 2003. The increase in
interest expense on bank indebtedness reflects higher interest
rates on slightly lower levels of borrowings. Interest expense
on long-term debt was incurred on a long-term note from the
renegotiation of credit terms with a major supplier during the
second quarter of 2002 and is not comparable to the same period
last year.

Loss from operations before taxes for the three months ended
March 31, 2003 was $258,884 compared to earnings from operations
before taxes of $69,951 for the three months ended March 31,
2002. Total operating expenses of $2,226,309 for the three
months ended March 31, 2003 were $151,754 lower than $2,378,063
reported for the three months ended March 31, 2002. Included in
the loss for the three months ended March 31, 2003 was a loss
from operations before taxes of $187,539 applicable to the
consolidation of Allied.

Distribution Segment

Net sales in the Distribution segment of $7,835,293 for three
months ended March 31, 2003 reflects a decrease of $3,102,262 or
28% compared to $10,937,555 for the three months ended March 31,
2002. The lower sales volumes primarily attributable to the
financial and market conditions that impacted growth in the
cable, technology and satellite industry resulting in reduced
capital spending during the period.

Manufacturing Segment

Net sales in the Manufacturing segment of $2,515,827 for the
three months ended March 31, 2003, reflects an increase of
$760,604 or 43% compared to $1,755,223 for the three months
ended March 31, 2002. The increase is primarily due to increased
sales to the United States amounting to $1,832,128 or 45%
compared to $1,264,344 for the three months ended March 31,
2002.

Technology Segment

Net sales in the Technology segment of $1,203,792 for the three
months ended March 31, 2003 reflects an increase of $492,475 or
69% compared to $711,317 for the three months ended March 31,
2002. The increase is primarily due to the consolidation of
Allied, representing approximately $464,000 in sales for the
three months ending March 31, 2003.

                    Allied Acquisition

As of November 1, 2002, the Company began consolidating the
results of Allied, as a result of the Company's ability to
convert it's convertible debenture into 100% ownership of all
issued and outstanding common shares of Allied for a nominal
consideration. On May 9, 2003, the Company exercised its option
to acquire all the outstanding shares of Allied Wire and Cable
Ltd. The Company intends to integrate the operations of Allied
within its Technology segment.

                  Bank Facility Covenants

As of March 31, 2003, as a result of a variation from the
required minimum adjusted net worth, interest coverage ratio and
debt service ratio, the Company had a technical violation of the
applicable covenants with its senior bank lender. The Company is
working with its' lender to resolve the matter and expects to
receive either a waiver or amendment to the agreement shortly.
There can be no assurance that the Company will be successful in
obtaining either a waiver or amendment. In the event that the
Company is unable to obtain such waiver or amendment it could
adversely affect the Company.

          Financial Liquidity and Capital Resources

As of November 1, 2002, the Company began consolidating the
results of Allied, as a result of the Company's ability to
convert it's convertible debenture into 100% ownership of all
issued and outstanding common shares of Allied for a nominal
consideration. Allied is currently in negotiations with its
senior bank lender with regards to an extension of its senior
bank facility beyond its current maturity date. If Allied is
unable to obtain such an extension, this could adversely affect
the consolidated results of the Company.

At March 31, 2003, the Company's current assets exceeded its
current liabilities by $2,878,662. However, during the quarter
ended March 31, 2003, liquidation of inventory slowed from prior
experience, primarily as a result of the slowdown in the
industry. Cabletel does not believe that this presents a long-
term liquidity concern for the Company. However, no assurances
can be given to that effect.


CENDANT: Fitch Raises & Affirms Low-B Ratings on 9 Note Classes
---------------------------------------------------------------
Fitch Ratings has upgraded nineteen & affirmed six classes of
Cendant Mortgage Corporation residential mortgage-backed
certificates, as follows:

     Cendant Mortgage Corporation, mortgage pass-through
     certificates, series 2001-1

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

     Cendant Mortgage Corporation, mortgage pass-through
     certificates, series 2001-CDMC2

        -- Class M upgraded to 'AAA' from 'AA';
        -- Class B1 upgraded to 'AAA' from 'A';
        -- Class B2 upgraded to 'AA' from 'BBB';
        -- Class B3 upgraded to 'A' from 'BB';
        -- Class B4 upgraded to 'BBB-' from 'B'.

     Cendant Mortgage Corporation, mortgage pass-through
     certificates, series 2001-3

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

     Cendant Mortgage Corporation, mortgage pass-through
     certificates, series 2001-6

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

     Cendant Mortgage Corporation, mortgage pass-through
     certificates, series 2001-12

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

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


CHILDTIME LEARNING: Fails to Maintain Nasdaq Listing Criteria
-------------------------------------------------------------
Childtime Learning Centers, Inc. (Nasdaq: CTIM), has received
notification from Nasdaq Listing Qualifications that, for the
last 30 consecutive trading days, the bid price of the Company's
common stock has closed below the minimum $1.00 per share
requirement for continued inclusion under Marketplace Rule
4310(C)(4). Therefore, in accordance with Marketplace Rule
4310(C)(8)(D), the Company will be provided 180 calendar days,
or until November 10, 2003, to regain compliance or be subject
to possible delisting. If at anytime before November 10, 2003,
the bid price of the Company's common stock closes at $1.00 per
share or more for a minimum of 10 consecutive trading days, the
Company will regain compliance with Rule 4310(C)(4) and avoid
delisting.

If the Company fails to demonstrate compliance by November 10,
2003, Nasdaq Listing Qualifications will determine whether the
Company meets the initial listing criteria for the Nasdaq
SmallCap Market under Marketplace Rule 4310(C)(2)(A). Such
criteria require an issuer to have either shareholders' equity
of at least $5 million, market value of listed securities of at
least $50 million, or net income from continuing operations of
$750,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years. As of May
13, 2003, the Company meets this requirement. If the initial
listing criteria are met as of November 10, 2003, the Company
will be provided with an additional 180 day grace period to
demonstrate compliance. If the Company fails to meet compliance
in the second 180 day compliance period, it may be afforded an
additional 90 day compliance period, provided that it meets
Marketplace Rule 4310(C)(2)(A). Otherwise, the Company will
receive notification that its securities will be delisted. At
that time, the Company will have the opportunity to appeal the
decision to a Nasdaq Listing Qualifications Panel.

Childtime Learning Centers, Inc., of Farmington Hills, MI,
acquired Tutor Time Learning Systems, Inc. on July 19, 2002 and
is now one of the nation's largest publicly traded child care
providers with operations in 27 states, the District of Columbia
and internationally. Childtime Learning Centers, Inc. has over
7,500 employees and provides education and care for over 50,000
children daily in over 450 corporate and franchise centers
nationwide.

                           *   *   *

As previously reported, the Company maintains a $17.5 million
secured revolving line of credit facility entered into on
January 31, 2002, as amended. Outstanding letters of credit
reduced the availability under the line of credit in the amount
of $2.6 million at January 3, 2003 and $1.8 million at March 29,
2002. Under this agreement, the Company is required to maintain
certain financial ratios and other financial conditions. In
addition, there are restrictions on the incurrence of additional
indebtedness, disposition of assets and transactions with
affiliates. At July 19, 2002 and at October 11, 2002, the
Company had not maintained minimum consolidated EBITDA levels
and had not provided timely reporting as required by the Amended
and Restated Credit Agreement. The Company's lender approved
waivers to the Amended and Restated Credit Agreement for
financial results for the quarter ended October 11, 2002. The
Company's noncompliance with the required consolidated EBITDA
levels continued as of January 3, 2003. In February 2003, the
Amended and Restated Credit Agreement was further amended, among
other things, to revise the financial covenants for the quarters
ended January 3 and March 28, 2003 and to shorten the maturity
of the line of credit to July 31, 2003. The Company is in
compliance with the agreement, as amended.

The Company intends to extend and further amend this agreement
prior to the maturity date, but no assurance can be given that
the Company will be successful in doing so. Should the Company
be unsuccessful in amending this agreement, the Company would be
in default of the agreement, unless alternative financing could
be obtained, and would not have sufficient funds to meet
operating obligations.


COLUMBIA LABORATORIES: Mar 31 Net Capital Deficit Widens to $13M
----------------------------------------------------------------
Columbia Laboratories (AMEX: COB) reported a loss for the first
quarter ended March 31, 2003 of $4,704,070 on sales of
$3,605,546. This compares to a loss of $3,380,943 on sales of
$576,811 in the comparable 2002 period, and a loss of $6,734,160
on sales of $2,346,055 in the fourth quarter of 2002.

First quarter 2003 net revenues reflect increasing sales of
Crinone(R) 8% (progesterone gel) to Serono, sales of
Prochieve(TM) 8% (progesterone gel), Rephresh(TM) Vaginal Gel
and Advantage-S(R) Bioadhesive Contraceptive Gel as well as
initial distribution of Prochieve(TM) 4% (progesterone gel) to a
few key customers in late March. First quarter 2003 selling and
distribution expenses reflect the Company's commercialization
activities, which began in the third quarter of 2002.

Columbia Laboratories' March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $13 million.

Fred Wilkinson, Columbia's president and chief executive officer
said, "Sales of our women's healthcare products continued to
increase during the first quarter of 2003, with total revenues
increasing 53.7% over the fourth quarter of 2002 while cost of
sales increased only 15.0%. We were particularly pleased with
the response by the OB/GYNs to our sales force's efforts and
promotional messages, and we are seeing a growing acceptance of
those products in the marketplace."

Mr. Wilkinson added, "During the quarter we reached an agreement
with Quintiles Transnational Corp. that will help us to
commercialize our Striant(TM) testosterone buccal bioadhesive
product. Striant is currently under review by FDA with a goal
date for agency action of June 19, 2003. Under the terms of this
agreement, Quintiles' commercialization unit, Innovex, will
provide a dedicated team of approximately 75 sales
representatives for two-and-a-half years on a fee-for-service
basis. Additionally, Quintiles' strategic investment group,
PharmaBio Development, will pay Columbia $15 million over 5
quarters; the first installment of $3 million was received
during the first quarter of 2003. In return, Quintiles will
receive a royalty on net sales of Striant in the United States
for a seven-year term. Royalty payments will commence with the
launch of Striant, and are subject to minimum and maximum
amounts. Columbia will be responsible for product distribution,
regulatory and medical affairs, marketing, and manufacturing. We
are pleased to have expanded our relationship with Quintiles to
encompass this exciting product."

Mr. Wilkinson concluded, "Since the close of the quarter, we
launched our fourth women's healthcare product, Prochieve 4%,
which our sales force is now marketing alongside Prochieve 8%,
RepHresh and Advantage-S to our target market of U.S. OB/GYNs.
We believe that the addition of Prochieve 4% enables us to
continue to effectively leverage our sales force, leading to
future potential growth in revenue."

Columbia Laboratories, Inc. is an international pharmaceutical
company dedicated to development and commercialization of
women's health care and endocrinology products, including those
intended to treat infertility, dysmenorrhea, endometriosis and
hormonal deficiencies. Columbia is also developing hormonal
products for men and a buccal delivery system for peptides.
Columbia's products primarily utilize the company's patented
Bioadhesive Delivery System (BDS) technology. For more
information, please visit http://www.columbialabs.com


CONCERT INDUSTRIES: Seeking Further Credit Facility Amendments
--------------------------------------------------------------
Concert Industries Ltd., as result of a weaker than expected
first quarter, has entered discussions with its lenders
regarding further changes to the company's senior credit
facilities and is actively seeking to raise additional
financing.

"We made good progress in growing our business in 2002, but are
continuing to experience several challenges in improving our
bottom line numbers," said company Chairman and CEO Dieter
Peter. "The airlaid industry remains extremely competitive as a
result of recent capacity increases, particularly in North
America, and the mix of products we are producing at our new
Gatineau, Quebec facility has changed significantly in the first
quarter of 2003," Mr. Peter said. "These factors contributed to
weaker first quarter operating performance than we would have
liked or had expected," he added.

Mr. Peter noted the company's European operations continue to
perform well, with its facility in Falkenhagen, Germany being
firmly established in the market. "We are making every effort to
review and to build our operating performance in North America
to a similar level," he said.

Concert has initiated a review of operations and management
structure in order to accelerate improvements in its financial
performance. This review will largely focus on the company's
operations in North America, which include facilities in Quebec
and the United States. The company is considering strategic
alternatives for its facility located in Charleston, South
Carolina, including possible sale or shut-down. The company is
also reviewing its management structure and responsibilities. In
this regard, Concert anticipates realigning and augmenting its
senior management in North America in order to allow Rolf
Hovelmann, currently President and Chief Operating Officer, to
focus on the company's operations in Europe.

As a result of the company's weaker results, it has advised the
lenders under its senior credit facility that it will not meet
the requirement under that facility to have minimum EBITDA of $2
million for the first quarter of 2003. Unless waived by the
lenders or cured through an injection of additional capital, the
failure to meet the EBITDA target could result in a default
under the credit facilities.

"We have expressed the view to our lenders that our existing
senior credit facilities may be more appropriate for a producer
servicing a large number of customers in a mature industry,
however, at this stage, the company is not there yet," Mr. Peter
said. "As a result, we have initiated discussions with our
lenders requesting changes to help address the current needs of
our business, and they have indicated a willingness to cooperate
with us in this regard," added Mr. Peter.

The company is also evaluating possible sources of subordinate
debt or equity financing. "We need to strengthen our balance
sheet and are working with our advisors to review financing
alternatives that may be available to us at this time," added
Mr. Peter. The company has reached agreement in principle for a
C$7.35 million investment by way of a subordinate convertible
debenture. Completion of this financing is subject to execution
of definitive agreements, regulatory approval and certain
amendments being made to the company's senior credit facilities.

In order to facilitate the above initiatives, the Board of
Directors of the company has formed a special committee
comprised of two independent directors and the company's CEO to
review and make recommendations to the Board on financing
alternatives, including the arrangements under the company's
senior credit facility, other debt or equity financings and
other matters to help address the company's financial and
operational needs.

Concert is presently finalizing its 2002 annual and first
quarter 2003 financial statements for release later this month.
As a result of a comprehensive review of the carrying value of
the company's assets and the slower than expected improvements
in business conditions and operational performance, the company
has decided to take a further write-down in the carrying value
of its facility in Charleston, South Carolina and deferred
start-up costs for the Gatineau facility. These write-downs are
expected to total approximately C$35 million before tax.

"While we are going through a particularly difficult period, I
am confident that with the cooperation of our various
stakeholders and improvements in the fundamentals of our
business, Concert will continue to be a major player in the
dynamic and growing airlaid market," concluded Mr. Peter.

Concert Industries Ltd. is an international technology based
company specializing in the development and manufacture of
advanced airlaid materials. Concert's products are key
components in a wide range of personal care consumer products
including feminine hygiene and adult incontinence products.
Other applications include pre-moistened baby wipes, disposable
medical and filtration applications and tabletop products.


CROSS COUNTRY HEALTHCARE: S&P Assigns BB- Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to temporary health care staffing service provider
Cross Country Healthcare Inc. At the same time, Standard &
Poor's assigned a 'BB-' rating to Cross Country's proposed $200
million senior secured credit facilities, consisting of a $125
million term loan B due 2009 and a $75 million revolving credit
facility due 2008.

The outlook is stable. At the close of the transaction, roughly
$125 million of debt will be outstanding.

The proceeds from the proposed financing will be used to acquire
the assets of a smaller competitor, Med-Staff Inc., and will
also be used to refinance existing debt and provide for working
capital.

"The speculative-grade ratings on Cross Country Healthcare Inc.
reflect the company's reliance on a single business segment that
is subject to fluctuating demand as well as the challenges of
rapid growth," said Standard & Poor's credit analyst Jill
Unferth. "These factors are partially offset by the company's
good position in the highly competitive but currently robust
health care staffing business and by the company's moderate debt
leverage for its rating category."

Boca Raton, Florida-based Cross Country is a leading provider of
temporary health care staffing to more than 3,000 organizations,
primarily hospitals, across the United States. After the
proposed acquisition of privately held Med-Staff, Cross Country
will become the nation's largest provider, measured in revenue,
of temporary health care staffing.

Demand for temporary health care staffing services, while
expected to be favorable in the long term, is currently under
pressure. In the long term, these demand trends will be
influenced variously by a nurse shortage, the aging and growing
U.S. population, and hospital needs to flexibly manage expenses
in an increasingly cost-sensitive environment. Still, weak
economic conditions will pressure industry placement volumes in
the near term as nurses feel pressure to increase the number of
shifts worked and as hospitals take actions to stretch their
permanent staffing resources. It is unclear how long the current
soft industry demand will last.

Although Cross Country has a good position in the temporary
health care staffing business, it is a very competitive industry
with limited barriers to entry. In addition to competing with
other large public temporary health care staffing companies for
nurses, Cross Country also competes with large hospital systems
that have their own permanent or temporary placement programs.
In addition, it competes with small regional players and a host
of other small organizations that focus on the permanent and/or
temporary placement of nurses with highly specialized training.


CYBEX INT'L: Lenders Agree to Forbear Until June 30, 2003
---------------------------------------------------------
Cybex International, Inc. (AMEX: CYB), a leading exercise
equipment manufacturer, reported results for the first quarter
ended March 29, 2003.

Net sales for the quarter ended March 29, 2003 were $20,608,000,
representing an increase of 9% compared to net sales for the
first quarter of 2002 of $18,913,000. The 2003 sales increase
was offset by unfavorable margins due to a change in product
mix, manufacturing cost variances, inventory write-offs and
increased warranty, selling and legal costs. This resulted in a
net loss for the quarter ended March 29, 2003 of $1,787,000,
compared to net income for the first quarter of 2002 of $59,000.

At March 29, 2003, the Company's balance sheet shows a working
capital deficit of about $23 million, while its total
shareholders' equity dwindled to about $640,000 from about $2.4
million three months ago.

The Company also reported on the status of its credit
arrangements. The Company has entered into a forbearance
agreement with its lenders pursuant to which the lenders have
agreed not to exercise their rights with respect to certain
financial covenant defaults under its Credit Agreement during a
forbearance period that runs through June 30, 2003, subject to
extension to August 30, 2003 if certain conditions are met. UM
Holdings Ltd., a principal stockholder of the Company, has
continued to provide financial support, with $3,950,000 in
subordinated loans outstanding as of May 9, 2003. The Company
continues to pursue a refinancing of the Credit Agreement prior
to its maturity date of December 31, 2003. In light of the
uncertainties related to the Company's credit arrangements and
cash needs, the Company has directed its investment banker, Legg
Mason, to investigate all alternatives available to the Company
to retire its bank debt, including a sale of the Company.

John Aglialoro, Chairman and CEO, stated "We have achieved
market acceptance of our new products, especially the Arc
Trainer, and have shown the ability to produce three consecutive
quarters of increased sales. The historic debt structure of the
Company continues to present challenges for us. We remain
optimistic in the availability of one or more alternatives which
will result in the retirement of our existing bank debt."

Cybex International, Inc. is a leading manufacturer of premium
exercise equipment for commercial and consumer use. Cybex and
the Cybex Institute, a training and research facility, are
dedicated to improving human performance based on an
understanding of the diverse goals and needs of individuals of
varying physical capabilities. Cybex designs and engineers each
of its products and programs to reflect the natural movement of
the human body, allowing for variation in training and assisting
each unique user - from the professional athlete to the
rehabilitation patient - to improve their daily human
performance. For more information on Cybex and its product line,
visit the Company's Web site at http://www.eCybex.com


DDI CORP: Inks Pact to Restructure Senior Credit Facility
---------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDIC), a leading provider of
time-critical, technologically advanced interconnect services
for the electronics industry, and its indirect subsidiaries, DDi
Capital Corp. and Dynamic Details Inc., and a steering committee
of the senior lender group of the Dynamic Details senior credit
facility, have reached an agreement in principle on a proposal
to restructure the Dynamic Details senior credit facility which,
as previously disclosed, is currently in default.  This
agreement in principle is subject to a number of terms and
conditions, including approval by other senior lenders,
satisfactory arrangements for the restructuring of DDi Corp.'s
convertible subordinated notes and DDi Capital's senior discount
notes and the execution of definitive documentation.  The
Company believes that the restructured credit facility, which
will have a final maturity date of 2008, will provide DDi with a
flexible long-term credit facility that will allow the Company
to implement its business plan.  Such steering committee of the
senior lender group holds less than a majority of the
outstanding senior debt.

Consistent with the Company's objective to achieve a consensual
arrangement relating to restructuring of its U.S. indebtedness,
the steering committee of the ad hoc committee of certain
holders of the Company's 5-1/4% and 6-1/4% convertible
subordinated notes participated in the discussions with the
Company and a steering committee of the senior lender group of
the Dynamic Details senior credit facility.  In the context of
these discussions, such steering committee of the noteholders
and a steering committee of the senior lender group reached an
agreement in principle with the Company and Dynamic Details on
an overall restructuring proposal which encompasses the
restructuring of the Dynamic Details senior credit facility, as
discussed above, as well as restructuring of agreements with the
Company's convertible subordinated noteholders.  The Company is
in default on its obligations to pay interest on both the 5-1/4%
and 6-1/4% convertible subordinated notes.  The ad hoc committee
of the noteholders holds less than a majority of the aggregate
principal amount of the convertible subordinated notes.

The agreement in principle regarding an overall restructuring
proposal anticipates that the claims of the holders of the DDi
Capital senior discount notes would also be restructured.  As a
result of the on-going restructuring efforts, the Company does
not expect that DDi Capital will pay its interest obligations
under the DDi Capital 12-1/2% senior discount notes due on
May 15, 2003.  Failure to make such interest payments within 30
days of the due date will constitute a default under the senior
discount notes.  The Dynamic Details senior credit facility,
which is jointly and severally guaranteed by DDi Capital and its
subsidiaries and secured by the assets of all of DDi Corp.'s
domestic subsidiaries, effectively ranks senior to the
convertible subordinated notes and the DDi Capital senior
discount notes.

This overall restructuring is subject to a number of terms and
conditions, including the approval thereof by the above-
referenced debtholder groups and the execution of definitive
documentation.  The contemplated restructuring anticipates
honoring all vendor claims in full without impairment.

"Our agreement in principle with the steering committee of our
senior lender group is an important step forward in the
Company's restructuring," said Bruce McMaster, Chief Executive
Officer of DDi.  "We are also encouraged that the steering
committee of certain of our subordinated noteholders are
participating with us in seeking to achieve a consensual
agreement with our senior lenders and noteholders.  We are
especially pleased by the support our customers, vendors and
employees have shown throughout the Company's restructuring.  As
we continue to make progress with our efforts to reduce debt and
improve cash flow, DDi remains focused on meeting and exceeding
the needs of our customers and delivering the superior level of
technology and quick turn service for which we are known."

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


DELCO REMY: Net Capital Deficit Balloons to $414 Mil. at Mar. 31
----------------------------------------------------------------
Delco Remy International, Inc., a leading worldwide manufacturer
and remanufacturer of automotive electrical and
drivetrain/powertrain products, announced its financial
performance for the first quarter ended March 31, 2003.

In the first quarter of 2003, the Company reported Net Sales of
$256.6 million, an increase of $7.8 million, or 3.1 percent,
over the first quarter of 2002.  A Net Loss From Continuing
Operations of $47.8 million in the first quarter of 2003
compares with income of $4.2 million in the first quarter of
2002.  The loss in the first quarter of 2003 reflects a
$45.1 million restructuring charge, and income in the first
quarter of 2002 reflects a $4.4 million restructuring credit and
related income tax effect of $1.7 million.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $414 million.

Commenting on these results, Thomas J. Snyder, President and
CEO, stated: "Operating results slightly exceeded our
expectations and were substantially improved from the fourth
quarter of 2002.  We are also very pleased with the solid
progress made on the closure and consolidation of operations,
the successful sale of non-core businesses and other structural
cost reductions. These initiatives will substantially strengthen
the competitive position of the Company."

Performance Highlights:

Sales growth in the first quarter of 2003 compared with 2002
principally reflects higher industry volume in the North
American Automotive and Heavy Duty OE markets.  However, the
continuing softness experienced in the retail Electrical
Aftermarket partially offset these gains.

An Operating Loss of $28.1 million in the first quarter of 2003
includes the restructuring charge of $45.1 million and Operating
Income of

$24.5 million in the first quarter of 2002 includes the
restructuring credit of $4.4 million.  The year over year
decline also reflected increased costs in 2003 arising from the
shutdown and move of operations and investments in marketing and
product engineering programs primarily related to incremental
business awarded in the alternator product line.

Cash used in operating activities was $16.8 million in the first
quarter of 2003.  This was driven almost entirely by higher
receivables due to increased sales, the normal seasonal increase
in aftermarket inventory and additional inventory build-up to
facilitate the completion of the Anderson shutdown.

In accordance with the provisions of Statement of Financial
Accounting Standards No. 142, the Company recorded a $74.2
million charge in the first quarter of 2002 to write down
goodwill in certain of its operations.  This charge was reported
as the cumulative effect of a change in accounting principle.

Other Items:

In March 2003, the Company completed the acquisition of 51
percent of Hubei Delphi Automotive Generators Company, Ltd., a
manufacturer of automotive and heavy duty generators for both
the OE and aftermarket based in China with annual sales of
approximately $10.0 million.  Net assets acquired were $8.0
million ($3.8 million net of minority interest), including cash
of $3.6 million.

In January 2003, the Company announced the closure of its
starter and alternator manufacturing operations in Anderson,
Indiana.  Production at these plants was absorbed by other
Company plants globally.  In March 2003, the Company announced
it would close its electrical remanufacturing and distribution
facilities in Reed City, Michigan by the end of 2003.  The
activities at these facilities will also be absorbed by other
Company locations.  A total of approximately 600 employees will
be affected by these actions.  The Company also completed plans
in the first quarter to restructure its alternator and starter
remanufacturing operations in Mississippi.  A pre- tax charge of
$45.1 million was recorded in the first quarter of 2003 related
to these actions.  Included in this charge was $29.1 million for
the write down of assets, $7.6 million for employee severance
costs (net of a post- employment benefit and pension curtailment
gain) and $8.4 million for future costs associated with the
operating and capital leases for the affected facilities.  Cash
payments of approximately $12.0 million for employee termination
and facility costs will be made during the balance of 2003
relative to the $45.1 million charge.  It is expected that
additional charges of approximately $5.0 million to $8.0 million
will be recorded during the remainder of 2003 as the
restructuring actions are implemented in the Michigan and
Mississippi operations.

During the first quarter, the Company completed the sale of two
non-core businesses -- Tractech, Inc. and Kraftube, Inc.  Net
cash proceeds on the sales were $27.9 million and a gain of $2.4
million was recorded in the first quarter.  Results for these
two businesses are reported as discontinued operations in both
2003 and 2002.

Following the sale of non-core businesses and the initiation of
restructuring actions in the first quarter, the Company amended
the covenants under its Senior Credit Facility, providing it
with greater flexibility.

Commenting on the outlook for the remainder of 2003, Snyder
stated:  "As previously indicated, we have launched new
initiatives to improve the competitive position of the Company.
We are making good progress, but still have significant work to
do on the implementation of these plans.  We expect to realize
the initial benefits on some of these actions starting in the
second quarter.  Based on this, we expect improved profitability
in the second quarter of 2003 compared to the first quarter on
similar sales as the first quarter.  However, the full benefit
of these actions will not be realized until the end of 2004.
New business wins and additional progress on the light duty
alternator business should contribute to continued year over
year sales growth and the remainder of 2003 is expected to show
gradual improvements in operational results."

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, medium- and heavy-duty trucks and other heavy- duty off-
road and industrial applications.  It was formed in 1994 as a
partial divestiture by General Motors Corporation of the former
Delco Remy division, which traces its roots to Remy Electric,
founded in 1896.


DIVINE INC: FatWire to Acquire Content Management Business
----------------------------------------------------------
FatWire Software will acquire divine's Content Management
business.

As part of the divine bankruptcy auction, the U.S. Bankruptcy
Court in Boston has approved the sale of divine's content
management assets to Saratoga Partners, a New York private
equity firm, who will simultaneously transfer these assets to
FatWire. The sale is expected to close in the next few days.

FatWire's award-winning J2EE content management software
products complement and enhance divine's enterprise content
management product lines. divine's content management business
includes divine's Content Server, formerly OpenMarket, divine's
Participant Server, formerly Eprise, and its over 300 worldwide
customers including BusinessWeek, JP Morgan and Ford.

"We're delighted to combine the divine and FatWire teams to
provide what we believe will be the most powerful solution for
enterprise-level content management customers," said Mark
Fasciano, FatWire's CEO. "We're committed to providing our
world-class support and service to divine's Content Server and
Participant Server clients."

divine Content Server mixes content functionality with a high-
performance technology base and provides an open, extensible
framework for growth. Customers regularly leverage Content
Server's J2EE architecture to build their own dynamic, content-
driven applications.

divine Participant Server manages and simplifies the flow of
content to Web sites by enabling business users to add, modify,
manage, and publish content without the assistance of IT staff.

Ari Kahn, FatWire's chief technology officer noted, "divine's
content management business is highly complementary to FatWire's
J2EE dynamic content management product line, and the
technologies are an excellent match."

FatWire Software is a leading provider of dynamic content
management software for Global 2000 companies. FatWire's
powerful UpdateEngine ECM Suite is the only Web application
assembly system that empowers business users, power users, and
developers to efficiently build and manage Web sites while
providing scalability and flexibility.

Founded in 1996, FatWire Software is headquartered in New York
and operates offices throughout the US. For specific information
about FatWire, http://www.fatwire.com/

Divine, Inc., an affiliate of RoweCom Inc., is an extended
enterprise company, which serves to make the most of customer,
employee, partner, and market interactions, and through a
holistic blend of Technology, services, and hosting solutions,
assist its clients in extending their enterprise.  The Company
filed for chapter 11 protection on February 25, 2003 (Bankr.
Mass. Case No. 03-11472).  Richard E. Mikels, Esq., at Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo represents the Debtors in
their restructuring efforts.  When the Debtors filed or
protection from their creditors, they listed $271,372,593 in
total assets and $191,957,065 in total debts.


DOLE FOOD: S&P Rates $400MM Senior Unsecured Notes Issue at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
fresh fruit and vegetable producer Dole Food Company Inc.'s $400
million senior unsecured notes due 2010. Proceeds will be used
to repay a portion of Dole's term loans. Standard & Poor's also
affirmed its 'BB' corporate credit and 'BB+' senior secured
credit facility ratings on Dole.

At the same time, Standard & Poor's placed the company's
existing 'B+' senior unsecured notes on CreditWatch with
positive implications. The CreditWatch placement reflects the
expected improvement in residual coverage afforded the senior
unsecured notes following the repayment of $400 million toward
the senior secured credit facility. Upon completion of the
transaction, Standard & Poor's will raise the rating on the
senior unsecured notes to 'BB-'.

The senior unsecured notes are rated one notch below the
corporate credit rating, reflecting their junior position to the
remaining secured debt in the capital structure following a
leveraged buyout.

The outlook is negative.

The Westlake Village, California-based company had about $2
billion in debt as of March 22, 2003, pro forma for the recent
leveraged buyout of the company by David Murdoch.

"The ratings on Dole are supported by its leadership in the
production, marketing, and distribution of fresh fruit and
vegetables," said Standard & Poor's credit analyst Ronald
Neysmith. These factors are partially offset by the significant
increase in financial risk related to the leveraged buyout and
the high level of risk associated with the global fresh produce
industry.

Furthermore, operating performance can be affected by
uncontrollable factors such as global supply, political risk,
currency swings, weather, and disease. These industry risks are
somewhat mitigated by the company's geographic and product
diversity in the fresh produce industry.

Dole is a leading worldwide marketer, distributor, processor,
and grower of branded fresh fruit, vegetables, and processed
foods. The company also markets a growing line of value-added
precut salads, vegetables, and fresh-cut flowers. Dole is one of
the world's largest producers of bananas and pineapples, and is
also a major marketer of citrus fruits, table grapes, iceberg
lettuce, celery, cauliflower, and broccoli, as well as value-
added, precut salads and vegetables. Produce is grown on
company-owned or leased land and is also sourced globally
through arrangements with independent growers.


ECLICKMD INC: Files for Chapter 11 Reorganization in Texas
----------------------------------------------------------
eClickMD, Inc., (OTCBB:ECMD) filed a voluntary petition under
Chapter 11 of the Bankruptcy Code as a part of its financial
strategy to ease the Company's debt service associated with
years of high-cost technology development. The company is
currently negotiating a reorganization plan that it will file
with the courts shortly.

"We believe the overwhelming positive reception from the
healthcare community to our SecureCARE(TM) technology platform
has positioned the company for significant growth. With a
successful reorganization plan, we will have the opportunity to
acquire additional investment funding to support our future
success," said Dr. Richard Corlin, Chairman of the Board,
eClickMD. "We are excited that the financial strength of the
company will be reinforced with a successful reorganization. The
company's Board of Directors and management are committed to
building a stronger, efficient and agile business enterprise."

The Company has retained Frank B. Lyon, an attorney in Austin,
Texas, to assist it in its reorganization.


ECLICKMD INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: eClickMD, Inc.
        3001 Bee Caves Road
        Suite 250
        Austin, Texas 78746
        fka Link.com, Inc.
        fka Center Star Gold Mines, Inc.

Bankruptcy Case No.: 03-12387

Type of Business: HIPAA compliance coordination of care
                  technology for the healthcare industry.

Chapter 11 Petition Date: May 13, 2003

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtors' Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd.
                  Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax : (512) 345-4393

Total Assets: $50,000

Total Debts: $4,586,781

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Gryphon Opportunities       convertible notes       $1,626,330
Fund I                      payable           (50,000 secured)
233 Fifth Avenue
New York, NY 10016

Pamela Cullen Skains        Convertible note          $570,347
2808 Neptune Drive            payables
Alvin, TX 77511

Commercial National Bank    Line of credit            $389,700
PO Box 591
Brady, TX 76825

Frank Masey                 Convertible note payable  $166,526

IBM Credit Corporation      Computer hardware-lease   $179,034
                            ($125,000 secured)

LEP Capital                 Convertible note payable  $160,617

Sheila Hemphill             Related party payable     $120,357

Gabbert/Gray                Convertible note payable  $104,000

1240 Blalock/Barry Pulaski  Note payable               $47,503

Centratex                   Trade debt                 $62,758

Jenkins & Gilchrist         Trade debt                 $64,273

GTECH                       Note payable               $52,913

IRS                         Payroll taxes              $43,779

J. Authement                Note payable               $57,992

Andy McBee                  Payables-former director   $29,717

Martin E. Janie & Co., Inc. Trade debt                 $29,685

Roger Lash                  Convertible note           $26,994

David Buck                  Note payable               $26,666

Brady National Bank         Note payable               $18,412

Robert Phillips             Related party payable      $19,650


ENCOMPASS SERVICES: Enters into Six Receivable Collection Pacts
---------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates have
entered into certain agreements with independent third party
agencies for the collection of accounts receivable related to
certain maintenance and time and material, and mechanical and
electrical service contracts.

The accounts receivable sought to be collected relate to these
Debtor entities:

    (a) Encompass Capital, Inc.'s Baltimore-Washington, D.C.
        business unit;

    (b) Vermont Mechanical, Inc. and one of its affiliates,
        Colonial Air Conditioning, Inc.; and

    (c) Taylor-Hunt Electrical, Inc. -- ESR.

Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code,
the Debtors sought and obtained the Court's authority to enter
into the Agreements for the collection of the Accounts
Receivables.

Lydia, T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, tells the Court that the Debtors are currently
owed substantial amounts for unpaid services rendered to
customers.  However, the longer these Accounts Receivable remain
outstanding, the more difficult they are to collect and the
greater the likelihood that they will never be collected.
Accordingly, the Debtors anticipate that their Accounts
Receivable will decrease in value as they age.

In addition to the usual difficulties associated with
collections, the Debtors have recently found that due to the
consummated sales of most of the Debtors' operating companies,
the Debtors no longer have employees in the locations where the
outstanding Accounts Receivable are to be collected.

To make matters worse, the Debtors intend to further scale down
their staff to a group of essential employees.  As a result, the
Debtors won't have the resources needed to effectively pursue
collections of the outstanding Accounts Receivable.

Ms. Protopapas points out that the Agreements related to VMI,
Colonial, and ESR are necessary because the Debtors will have
neither the ability nor the resources to collect on the Accounts
Receivable.

Moreover, customers of ECI, the Debtor for which Accounts
Receivable will be collected under four of the six agreements,
are beginning to cancel their service contracts because of the
closing of many of the Debtors' operating companies.

In an effort to remedy their inability to effectively collect
the Accounts Receivable, the Debtors will enter into the
Agreements with independent third parties, or the Collectors, to
facilitate effective collection of the Accounts Receivable.

Pursuant to the ECI Agreements, the Debtors and the Collectors
will notify the Debtors' customers that the Collectors will take
over the identified accounts and continue providing maintenance
and other special services as contracted.  With the employed
Collectors, the Debtors will be able to collect a greater
percentage of the outstanding Accounts Receivable if continued
maintenance services are provided by the Collectors because the
customers will continue to receive the services for which they
contracted.

Thus, the Debtors would experience increased collections, which
will enhance the value of their estates.  Additionally, because
the Collectors will perform any warranty work on the Debtors'
behalf, claims arising from the Debtors' ongoing warranty
obligations will be minimized.

The Agreements provide that the Collectors will pursue
collections of the specific Accounts Receivable identified in
each Agreement.  As consideration for their collection
efforts, the Collectors will receive a monthly collection fee
throughout the term of each Agreement, which will be subtracted
from the amounts collected each month.  The Debtors will receive
the remainder of the amounts collected.

The Debtors estimate that the face amount of the outstanding
Accounts Receivable exceeds $4,100,000.  Accordingly, the
Debtors are expected to receive substantial amounts as a result
of the collections efforts.

The Debtors will enter into six Agreements with these
Collectors:

A. CTS Services, LLC -- owned by Tom Rosato, former owner of
   Commercial Air, which was Purchased by Group Maintenance
   America Corp. in late 1990.

   Building One Services Corporation and GroupMAC merged to
   become Encompass in February 2000.  Mr. Rosato resigned from
   Encompass in early 2002.  This Agreement relates to ECI's
   Accounts Receivable and will be effective from March 17, 2003
   through June 30, 2003.  The Agreement provides that CTS will
   pay 80% of the first $500,000 collected to the Debtors and
   will retain the remaining 20% as a collection fee and as an
   amount necessary to offset any warranty repairs performed by
   CTS.  If any amounts are collected exceeding $500,000, the
   Debtors will receive 65% and CTS will receive the remaining
   35% of the amounts.  Regardless of the amounts collected, CTS
   guarantees that a minimum of $50,000 will be paid to the
   Debtors on or before May 30, 2003.

B. Maryland Power Services -- owned by Carl Wakefield, who has
   no connection with Encompass.  However, Tom Ward is a Vice-
   President at MPS and recently resigned from Encompass.

   This Agreement relates to ECI Accounts Receivable and will be
   effective from March 17, 2003 through June 30, 2003.  The
   Agreement provides that MPS will pay 80% of all amounts
   collected to the Debtors and will retain the remaining 20% as
   a collection fee.  Regardless of the amounts collected, MPS
   guarantees that a minimum of $12,500 will be paid to the
   Debtors.  At least $8,000 will be paid to the Debtors on or
   before May 30, 2003, and the remainder will be paid on or
   before June 30, 2003.

C. ACOREA Enterprises, Inc. -- owned by Randy Jewell who
   recently submitted his resignation as ECI Service Manager.

   This Agreement relates to ECI Accounts Receivable and will be
   effective from March 31, 2003 through June 30, 2003.  The
   Agreement provides that ACOREA will pay 80% of the first
   $120,000 collected to the Debtors and will retain the
   remaining 20% as a collection fee and as an amount necessary
   to offset any warranty repairs performed by ACOREA. If any
   amounts are collected in excess of $120,000, the Debtors will
   receive 65% and CTS will receive the remaining 35% of the
   amounts.  Regardless of the amounts collected, ACOREA
   guarantees that a minimum of $15,000 will be paid to the
   Debtors on or before May 30, 2003.

D. Smith Mechanical -- owned by Stephen Smith who is the former
   owner of Central Air, which was purchased by GroupMAC in late
   1990.  Stephen Smith resigned from Encompass in early 2002.

   This Agreement relates to ECI Accounts Receivable and will be
   effective from March 17, 2003 through June 30, 2003.  The
   Agreement provides that SM will pay 80% of the first $250,000
   collected to the Debtors and will retain the remaining 20% as
   a collection fee and as an amount necessary to offset any
   warranty repairs performed by SM.  If any amounts are
   collected in excess of $250,000, the Debtors will receive 50%
   and SM will receive the remaining 50% of the amounts.
   Regardless of the amounts collected, SM guarantees that a
   minimum of $25,000 will be paid to the Debtors on or before
   May 30, 2003.

E. Kimball Acquisition, Inc. -- owned by Randall Kimball who was
   formerly VMI's President until Kimball acquired the assets of
   VMI in September 2002.  Kimball later changed its name to
   Vermont Mechanical, Inc. and Randall Kimball is currently
   VMI's Manager of Operations.

   This Agreement relates to certain VMI and Colonial Accounts
   Receivable and will be effective for a period of five years
   from September 30, 2002.  The Agreement provides that the
   Debtors will be paid 70% of the amounts collected and Kimball
   will receive the remaining 30% as a collection fee, unless
   otherwise specified in the Agreement.  The Agreement further
   provides that in order to effectively collect the Accounts
   Receivable, Kimball will be entitled to reduce the
   outstanding amount of each individual Account Receivable by
   up to 25% of the amount due without consent from VMI or
   Colonial.  Colonial will give its written approval for any
   proposed reduction in excess of 25% of the face value of the
   Accounts Receivable.

F. Richard C. Hunt -- former owner of Hunt Electric, which
   merged with the Debtors to become Taylor-Hunt Electric, Inc.
   Mr. Hunt resigned from Encompass over two years ago.

   This Agreement relates to ESR Accounts Receivable and will be
   effective from April 9, 2003 through September 30, 2003.  The
   Agreement provides that the Debtors will be paid 80% of the
   amounts collected and Hunt will receive the remaining 20% as
   a collection fee.

It is essential to the orderly wind-up of the Debtors'
businesses and the success or their Chapter 11 plan that the
Accounts Receivable are collected.

It is more cost-efficient, Ms. Protopapas says, for the Debtors
to enter into the Agreements because they will not have to
expend severely strained company resources to collect the
outstanding Accounts Receivable, and they will receive a
substantial percentage of the amounts collected by the
Collectors. (Encompass Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Asks Court to Approve Bob West Settlement Agreement
---------------------------------------------------------------
Bob West Treasure LLC is a Delaware limited liability company
with three members:

    (a) LJM2 Norman Funding LLC with 1% economic ownership,

    (b) SE Thunderbird LP with 49% economic ownership, and

    (c) ENA with 50% economic ownership.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, reports that ENA acts as BWT's managing member.

Prior to the Petition Date, BWT entered into a series of
agreements in connection with partially financing EEX
Corporation's acquisition of certain entities Tesoro Petroleum
Corporation and its affiliates owned.  The entities EEX Corp.
acquired included a partnership that has been renamed EEX E&P
Company, LP, which, among other things, was engaged in
exploration, production, gathering, transportation and marketing
of oil, natural gas, condensate and associated hydrocarbons.
The primary agreements in the BWT Structure include:

  (i) Natural Gas Inventory Forward Sale Contract, dated as
      of December 17, 1999, as amended as of May 16, 2000,
      between EEX E&P and BWT -- the Forward Contract;

(ii) the ISDA Master Agreement, dated as of December 17, 1999,
      as amended as of May 16, 2000, between BWT and ENA,
      together with all related schedules, exhibits and
      confirmations -- the BWT Swap;

(iii) the Amended and Restated Call Agreement, dated as of
      May 16, 2000, between EEX Capital and BWT and acknowledged
      by EEX E&P -- the Call Agreement;

(iv) the Loan Agreement, dated as of May 31, 2000, as amended
      as of December 19, 2000, among BWT; Royal Bank of Canada,
      (x) as administrative agent for the Lenders, (y) as
      collateral agent for the Secured Parties, and (z) as
      Lender; Royal Bank of Canada (Caribbean) Corporation, as
      bank insurance trustee; and the Lenders from time to time
      party thereto -- the BWT Loan Agreement;

  (v) the Financial Guaranty Insurance Policy, dated May 31,
      2000, policy number EF-10072, by and between the bank
      insurance trustee and EFR -- the Insurance Policy; and

(vi) the ISDA Master Agreement, dated as of May 31, 2000,
      between Enron Re Limited and EFR, together with all
      related schedules, exhibits and confirmations -- the
      Enron Re/EFR Swap.

Pursuant to the Forward Contract, BWT:

  (i) prepaid EEX E&P $105,000,000 to buy certain quantities of
      natural gas to be delivered over time, and

(ii) appointed EEX E&P as its marketing agent to sell the
      natural gas on BWT's behalf and deliver the gas proceeds
      to BWT on a monthly basis at an agreed price of NYMEX --
      the Gas Index Price -- minus a predetermined basis
      differential.

EEX E&P's obligations to BWT under the Forward Contract are
secured by mortgage and security agreements on certain real and
personal properties of EEX E&P.  Moreover, pursuant to an
undertaking agreement, EEX Corporation effectively guaranteed
certain of EEX E&P's obligations to BWT under the Forward
Contract -- the EEX Undertaking Agreement.

To hedge its risk under the Forward Contract, Mr. Rosen tells
the Court that BWT entered into the BWT Swap with ENA to
document:

    (a) a natural gas swap whereby ENA was to pay a fixed price
        in exchange for the Gas Index Price, and

    (b) two interest rate swaps whereby BWT was to receive
        LIBOR and pay ENA a fixed rate.

Enron guaranteed ENA's obligations under the BWT Swap and EEX
E&P guaranteed BWT's obligations under this swap.  BWT's
obligations to ENA under the BWT Swap are secured by a second
priority lien and a security interest on certain BWT assets,
including a second priority collateral assignment of all
collateral granted to BWT by EEX E&P as security for EEX E&P's
obligations under the Forward Contract.

In addition to entering into the Forward Contract and the BWT
Swap, BWT made a $3,000,000 capital contribution to acquire a
50% membership interest in EEX Reserves Funding LLC, a Delaware
limited liability company.  Reserves Funding owns 100% of EEX
E&P's equity.  Thereafter, EEX Capital, a subsidiary of EEX
Corporation, and BWT entered into the Call Agreement pursuant to
which:

  (a) EEX E&P has the ability to terminate the Forward Contract
      prior to its termination date, and

  (b) EEX Capital has the ability to purchase BWT's membership
      interests in Reserves Funding.

In connection with the Forward Contract, BWT obtained a
$105,000,000 loan pursuant to the terms of the BWT Loan
Agreement.  The loan is secured by a first priority lien and a
security interest on all of BWT's assets, including a collateral
assignment of all collateral granted to BWT by EEX E&P as
security for EEX E&P's obligations under the Forward Contract.

In connection with the BWT Loan Agreement, BWT purchased the
Insurance Policy from EFR, guaranteed by Swiss Reinsurance
Company, for the Lenders' benefit.  EFR, in turn, entered into
the Enron Re/EFR Swap with Enron Re, whereby Enron Re took the
first loss position on the Insurance Policy up to $10,000,000,
plus 10%, of any claim amounts thereafter.

In November 2001, ENA allegedly defaulted under the BWT Swap.
However, Mr. Rosen notes that neither ENA nor BWT have exercised
their right to terminate the BWT Swap.  The alleged default
resulted in a cascade of succeeding actions:

  (i) BWT allegedly defaulted on its December 2001 payment
      obligations to the Lenders and to ENA under the BWT Swap;

(ii) RBC, as administrative agent, declared an event of
      default under the BWT Loan Agreement; and

(iii) RBC, as collateral agent, requested EEX E&P to make its
      payments under the Forward Contract into a cash
      collateral account at RBC, rather than directly to BWT.

EEX E&P has complied with this demand thereby leaving BWT unable
to continue to service its obligations under the BWT Loan
Agreement or the BWT Swap.

Following BWT's alleged payment default, RBCC, as bank insurance
trustee, and in accordance with the terms of the Insurance
Policy, began submitting claims to EFR, on a monthly basis, for
principal and interest due and unpaid from BWT.  EFR has honored
its obligations under the Insurance Policy.  Similarly, EFR has
requested payment from Enron Re under the Enron Re/EFR Swap.
However, due to Enron Re's insolvency proceeding, Enron Re has
not made any payments related thereto.

Following nearly a year of arm's-length, good faith
negotiations, the parties to various transactions with or
related to BWT have negotiated a complex settlement and mutual
release resolving substantially all of the issues related to the
transactions. These negotiations have involved a variety of
financial institutions and reinsurance entities located around
the world, as well as ENA, a Debtor in these Chapter 11 cases,
Enron Re, which is subject to a provisional liquidation
proceeding in Bermuda, and BWT.  The comprehensive settlement
between the parties is set forth in a Master Agreement.

Generally, the Master Agreement provides for:

  (a) the termination of the Forward Contract between EEX E&P
      and BWT;

  (b) the exercise by EEX Capital of its call option under the
      Call Agreement between EEX Capital and BWT; and

  (c) from the proceeds received by BWT upon the termination of
      the Forward Contract, together with other proceeds from
      BWT and from BWT's cash collateral account at RBC, the:

      -- repayment of principal and interest owed by BWT under
         the BWT Loan Agreement,

      -- repayment to EFR of amounts paid by EFR under the
         Insurance Policy,

      -- payment to ENA of amounts owing to ENA pursuant to the
         termination and settlement of the BWT Swap, and

      -- repayment to Enron Re of amounts, if any, paid by
         Enron Re in connection with the Enron Re/EFR Swap and
         not previously reimbursed to Enron Re.

At closing, among other things, each of the Parties agrees to
release from escrow the Party's signature pages to the
Settlement Agreements, and each of Enron Re and EFR agrees to
release from escrow their signature pages to the Settlement
Agreements and the Termination of Enron Re/EFR Swap.

Furthermore, pursuant to the terms of the Master Agreement, on
the Closing Date, ENA will enter into:

    (a) the settlement agreement and mutual release, and

    (b) the general termination and release.

ENA has also determined, in the exercise of its business
judgment and as BWT's managing member, to cause BWT to enter
into and BWT has entered into the Master Agreement, and pursuant
to the terms of the Master Agreement, on the Closing Date will
enter into:

    (i) the BWT Swap Settlement Agreement,

   (ii) the termination agreement and mutual release -- the
        Forward Contract Termination Agreement,

  (iii) the General Termination and Release, and

   (iv) the assignment and assumption of the membership interest
        in Reserves Funding.

In addition, EFR and Enron Re have entered into the Master
Agreement, and on the Closing Date will enter into the
termination and mutual release of the Enron Re/EFR Swap -- the
Termination of Enron Re/EFR Swap.

The Forward Contract Termination Agreement, provides for:

  (a) the termination of the Forward Contract and all documents
      related thereto, including, without limitation, the EEX
      Undertaking Agreement and the Mortgage;

  (b) the release and termination of all liens and security
      interests granted by EEX E&P in BWT's favor;

  (c) a release by BWT of EEX E&P, EEX Corporation, and their
      affiliates for:

       (i) EEX E&P's acts or omissions solely as a party to the
           Forward Contract and the Mortgage, and

      (ii) EEX Corporation's acts or omissions solely as a
           guarantor under the EEX Undertaking Agreement; and

  (d) a release by EEX E&P of BWT and its affiliates for BWT's
      acts or omissions solely as a party to the Forward
      Contract and the Mortgage.

The BWT Swap Settlement Agreement provides for:

  (a) the termination of the BWT Swap and all documents related
      thereto, including, without limitation, the Enron
      Guaranty and the EEX E&P Guaranty;

  (b) the release and termination of all liens and security
      interests granted by BWT in ENA's favor;

  (c) a release by BWT of ENA, Enron and their affiliates for
      ENA's acts or omissions solely as a trading counterparty
      under the BWT Swap and Enron Corp.'s acts or omissions
      solely as a guarantor under the Enron Guaranty; and

  (d) a release by ENA of BWT, EEX E&P, and their affiliates for
      BWT's acts or omissions solely as a trading counterparty
      under the BWT Swap and EEX E&P's acts or omissions solely
      as a guarantor under the EEX E&P Guaranty.

The General Termination and Release provides for:

  (a) except as specifically set forth in the General
      Termination and Release, the termination of the BWT Loan
      Agreement, the Notes and the Collateral Documents;

  (b) the release and termination of all liens and security
      interests granted by BWT in the Secured Parties' favor;
      and

  (c) a release by the parties to the General Termination and
      Release of RBC, in its capacity as collateral agent, for
      any and all claims arising out of or with respect to the
      BWT Loan Agreement, the other operative documents and the
      transaction documents.

The Assignment Agreement provides for:

  (a) the transfer of all of BWT's rights, title, and interest
      in Reserves Funding to EEX Capital in accordance with the
      terms of the Call Agreement and the Master Agreement;

  (b) a release by EEX Capital and EEX Operating of BWT and its
      affiliates for BWT's acts or omissions as (x) the owner of
      the membership interest in Reserves Funding, and (y) a
      member of Reserves Funding; and

  (c) a release by BWT of EEX Capital and EEX Operating and
      their affiliates, for EEX Capital's and EEX Operating's
      acts or omissions as a member of Reserves Funding.

The Termination of Enron Re/EFR Swap provides for:

  (a) the termination of the Enron Re/EFR Swap and all
      documents related thereto, including, without limitation,
      the Enron Guaranty and the Swiss Re Guaranty;

  (b) a release by EFR of Enron Re, Enron, and their affiliates
      for Enron Re's acts or omissions solely as a trading
      counterparty under the Enron Re/EFR Swap and Enron Corp.'s
      acts or omissions solely as a guarantor under the Enron
      Guaranty; and

  (c) a release by Enron Re of EFR, Swiss Re, and their
      affiliates for EFR's acts or omissions solely as a trading
      counterparty under the Enron Re/EFR Swap and Swiss Re's
      acts or omissions solely as a guarantor under the Swiss Re
      Guaranty.

According to Mr. Rosen, the Master Agreement sets forth the
methodology for calculating the payments to be made to certain
Parties on the Closing Date.  Using the calculation methodology,
and assuming that all the variables used in the calculations are
the same on the Closing Date as they were on December 31, 2002,
ENA will receive an amount approximately in the range of
$30,000,000 to $40,000,000.

The Master Agreement also provides that, upon the consummation
of the Transactions, each proof of claim filed by or on behalf
of any Party against BWT, ENA, or Enron in connection with the
Underlying Documents, including Claim Nos. 12093, 12094, 12089,
12092, 14058, 14070, 14666, 14667, 14266 and 14298 in these
cases, will be deemed irrevocably withdrawn, with prejudice, and
to the extent applicable expunged and all claims set forth
therein disallowed in their entirety.  Notwithstanding the
foregoing, if any funds transferred pursuant to Section 1.5 of
the Master Agreement are disgorged by order of any governmental
entity, the proof of claim related to the disgorged payment will
be reinstated, the Parties will return to the status quo ante
with respect thereto, and the language set forth in the
preceding sentence will be of no further force and effect with
respect to the reinstated proof of claim.

Mr. Rosen contends that the Debtors' entry into the Settlement
Agreement and Mutual Release is warranted because:

    (a) the Parties are able to resolve their disputes without
        litigation that would be costly, time-consuming and
        distracting to management and employees alike;

    (b) it allows ENA to realize a value on the BWT Swap;

    (c) Enron will receive a release of its guarantees relating
        to the BWT Swap and the Enron Re/EFR Swap and that Enron
        Re will be released from its obligations under the Enron
        Re/EFR Swap; and

    (d) it is a product of extensive, arm's-length, good faith
        negotiations between the Parties;

Accordingly, pursuant to Sections 363 and 105 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure,
the Debtors sought and obtained a Court order:

    (a) approving the Master Agreement and its related
        documents; and

    (b) authorizing ENA, in its own capacity and on BWT's
        behalf, to enter into and implement the Master
        Agreement. (Enron Bankruptcy News, Issue No. 65;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


FC CBO III: S&P Downgrades Class B Note Rating to B from BB
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by FC CBO III Ltd., an arbitrage
high-yield CBO transaction originated in November 1999. The
ratings, which had been lowered once before on Oct. 7, 2002, are
also removed from CreditWatch negative, where they were placed
March 20, 2003.

The lowered ratings and CreditWatch removals reflect factors
that have negatively impacted the credit enhancement available
to support the notes. Since the transaction was initially rated,
$88.9 million in defaults have taken place, roughly one fourth
of the par value of the securities held in the collateral pool
as of the effective date. Close to 10% of those defaults, $8.8
million, occurred since the last rating action.

These new asset defaults have pushed the class A
overcollateralization ratio down to 119.65% (April 9, 2003
trustee report), versus a minimum requirement of 117.3% and a
ratio of approximately 123.33% at the time of the last
downgrade. Meanwhile, the class B overcollateralization ratio
has dropped to 103.69%, compared to a 109.7% benchmark and a
level of approximately 107.9% at the time of the last rating
action.

Including defaulted securities, $78.5 million (24.3% of the
assets in the portfolio) come from obligors now rated below
'B-', and $12.8 million (4.0% of those same assets) come from
obligors whose ratings are on CreditWatch with negative
implications.

Standard & Poor's has analyzed the results of current cash flow
runs for FC CBO III Ltd. to determine the future default levels
the rated tranches could withstand under different default
timings and interest rate scenarios, while still being able to
honor all interest and principal payments coming due on the
notes. This analysis led to the conclusion that the ratings
assigned to the class A and B notes were no longer consistent
with the credit enhancement available, resulting in the lowered
ratings.

Standard & Poor's will continue monitoring the performance of
the transaction to ensure that credit enhancement levels are
adequate to support the new ratings.

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                      FC CBO III Ltd.

                 Rating
     Class     To      From                     Balance
     -----     --      ----                     -------
     A         AA-     AA+/Watch Neg         $245,310,000
     B         B       BB/Watch Neg            37,750,000


FELCOR LODGING: Lower EBITDA Guidance Spurs S&P's Neg. Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook for hotel
owner FelCor Lodging Trust Inc., to negative from stable,
following FelCor's recently announced lower EBITDA and RevPAR
guidance for 2003, which will further weaken credit measures.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and other ratings on Irving, Texas-based FelCor. Total
debt outstanding at the end of March 2003 was around $2 billion.

Year to date, performance of the lodging industry has been weak
as a result of the continued soft economic environment and the
conflict in Iraq. FelCor recently provided lowered 2003 revenue
per available room guidance of negative 3%-4% and EBITDA
guidance of $252 million - $260 million. This revised EBITDA
guidance represents a 9%-10% decline from EBITDA estimates
provided in February 2003. While the company's liquidity
position has improved following its $150 million CMBS
transaction, based on the company's guidance, the company's
credit measures will be very weak for the current ratings
throughout the next 12 months - 18 months.

Historically, the U.S. lodging industry has lagged an economic
recovery by three to six months. "We do not anticipate a lodging
recovery in the second half of 2003, hence, FelCor's credit
measures are not expected to show meaningful improvement until,
at earliest, mid-2004," said Standard & Poor's credit analyst
Stella Kapur.


FLEMING COMPANIES: Bringing-In BMC as Notice and Claims Agent
-------------------------------------------------------------
According to Christopher Lhuilier, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C., in Wilmington, Delaware,
the thousands of creditors and other parties-in-interest in
Fleming Companies, Inc., and its debtor-affiliates' Chapter 11
cases will impose heavy administrative and other burdens on the
Court and the office of the Clerk of Court. To relieve the
Clerk's office of these burdens, the Debtors seek the Court's
permission to employ Bankruptcy Management Corporation as their
notice, claims, and balloting agent.

BMC is one of the United States' premier Chapter 11
administrators with experience in noticing, claims processing,
claims reconciliation, balloting and distribution.  BMC has
acted as official notice, claims and balloting agent in several
cases in the District of Delaware and other judicial districts.
By selecting BMC, the Debtors believe that their estates and
creditors will benefit from the firm's significant experience
and the efficient cost-effective methods that BMC has developed.

BMC will provide these services to the Debtors:

  (a) prepare and serve the required notices in these Chapter 11
      cases;

  (b) after the mailing of a particular notice, file with the
      Clerk's  Office a certificate or affidavit of service that
      includes a copy of the notice involved, an alphabetical
      listing of persons to whom the notice was mailed and the
      date and manner of mailing;

  (c) prepare the Schedules of Assets and Liabilities and
      Statements of Financial Affairs;

  (d) receive and record proofs of claims and proofs of
      interests filed;

  (e) create and maintain an official claims registers;

  (f) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

  (g) transmit to the Clerk's Office a copy of the claims
      registers upon request and at agreed upon intervals;

  (h) act as balloting agent which will include, without
      limitation, these services:

       (i) print ballots including the printing of creditor and
           shareholder specific ballots;

      (ii) prepare voting reports by plan class, creditor or
           shareholder specific ballots;

     (iii) coordinate the mailing of ballots, disclosure
           statement and plan of reorganization or other
           appropriate materials to all voting and non-voting
           parties and provide affidavit of service;

      (iv) establish a toll-free "800" number to receive
           questions regarding voting on the plan; and

       (v) receive and record ballots, inspect ballots for
           conformity to the voting procedures, date stamp and
           number ballots consecutively and tabulate and certify
           the results;

  (i) maintain an up-to-date mailing list of all entities that
      have filed a proof of claims or proof of interest and make
      the list available upon request of an interested party or
      the Clerk's Office;

  (j) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

  (k) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of the transfers;

  (l) comply with the applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders and
      other requirements;

  (m) provide temporary employees to process claims, as
      necessary;

  (n) promptly comply with further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe; and

  (o) perform other administrative, technical and support
      services related to noticing, claims, docketing,
      solicitation and distribution as the Debtors or the
      Clerk's Office may request.

In addition, BMC will provide the Debtors with claims management
consulting and computer services.  The Debtors may also use BMC
to provide training and consulting support necessary to enable
them to effectively manage and reconcile claims.

The Debtors will compensate BMC's professionals in accordance
with the firm's customary hourly rates:

            Principals             $200 - $275 per hour
            Consultants             $95 - $200 per hour
            Case support            $75 - $150 per hour
            Technology support     $125 - $175 per hour
            Information services    $40 -  $75 per hour

The Debtors will also pay for the cost of the document
management services, print mail and noticing services, claims
management, report processing, balloting and distribution, and
BMC's case management tools, b-Linx and b-Worx.  BMC received a
$50,000 retainer, which will be used to satisfy prepetition
amounts it is owed.

Sean Allen, the President of BMC, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code and holds no interest adverse to
the Debtors and their estates. (Fleming Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GALAXY COMPUTER: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Galaxy Computer Services, Inc.
        Dr. John Fox
        1529 Anne Drive, Suite 100
        West Chester, PA 19380-6318

Bankruptcy Case No.: 03-12177

Type of Business: Information security

Chapter 11 Petition Date: May 7, 2003

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Janet Nesse, Esq.
                  Lawrence P. Block, Esq.
                  Morrison & Hecker
                  1150 18th St. N.W. Suite 800
                  Washington, DC 20036
                  Tel: (202)785-9100

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
DOLFIN.COM Inc.                                       $200,000

Dr. Ruth Davis                                         $42,000


GAP INC: Promotes Tom Sands to EVP, Old Navy Stores & Operations
----------------------------------------------------------------
Gap Inc. (NYSE:GPS) announced that Tom Sands has been promoted
to Executive Vice President, Old Navy Stores and Operations, and
Brian Lynch has been named Senior Vice President, Stores and
Operations, for Gap Inc. Outlet.

Mr. Sands' current role as Senior Vice President, Old Navy
Stores, will be expanded as a result of his promotion. He will
now oversee stores and operations in the Northeast and Southeast
Zones, in addition to his current responsibilities for the
Western and Central Zones and Operations. Mr. Sands, 42, who
joined Old Navy in October 2002 from Target Corporation, will
continue to report to Jenny Ming, President, Old Navy.

"Since joining Gap Inc., Tom has introduced new ideas to us
about stores and operations," Ms. Ming said. "As we continue to
strengthen our position as a value player, his experience and
leadership will help maintain momentum for the Old Navy brand."

Mr. Lynch, 45, will oversee all Gap Outlet, Banana Republic
Factory Store and Old Navy Outlet stores and operations. He also
will be responsible for the division's marketing and visual
teams. Mr. Lynch will report to Neal Goldberg, President, Gap
Inc. Outlet, and succeeds Steve Stickel, who joined the
company's Banana Republic division as Senior Vice President of
Stores in February 2003. Mr. Lynch joined Gap Inc. in 2000 from
Learningsmith Inc., where he served as Vice President and Chief
Operating Officer.

Gap Inc. is a leading international specialty retailer offering
clothing, accessories and personal care products for men, women,
children and babies under the Gap, Banana Republic and Old Navy
brand names. Fiscal 2002 sales were $14.5 billion. As of April
5, 2003, Gap Inc. operated 4,245 store concepts (3,109 store
locations) in the United States, the United Kingdom, Canada,
France, Japan and Germany. In the United States, customers also
may shop the company's online stores at gap.com,
BananaRepublic.com and oldnavy.com.

As reported in Troubled Company Reporter's May 6, 2003 edition,
The Gap, Inc.'s 'BB-' rated senior unsecured debt was affirmed
by Fitch Ratings. Approximately $2.9 billion in debt was
affected by this action. The Rating Outlook remains Negative,
reflecting uncertainty as to the sustainability of Gap's recent
comparable store sales growth.

The rating reflects the long-term weakness in Gap's sales which
has put pressure on the company's operating and financial
profile. In addition, the competitive operating and weak
economic environment may delay the company's ability to improve
its performance. However, the rating also factors in Gap's brand
position, solid free cash flow due to curtailment in capital
expenditures and strong liquidity.


GBC BANCORP: Fitch Keeping Watch on BB+ Long-Term Debt Rating
-------------------------------------------------------------
Fitch Ratings has placed the 'BB+' long-term debt rating for GBC
Bancorp and its subsidiary General Bank on Watch Evolving
following this morning's announced sale to Los Angeles based
Cathay Bancorp. Fitch does not rate Cathay Bancorp. Apart from
any merger implications, Fitch downgraded the individual rating
for GBC and General Bank to 'C' from 'B/C'.

Cathay's financial performance has been considerably stronger
than that of GBC. In addition, the combination will allow Cathay
to achieve material cost saves because of the overlap in the two
franchises. That said, the structure of the transaction places
additional pressure on Cathay's capital and holding company
liquidity over the near term, as Cathay is paying approximately
$450 million for GBC, in cash and stock. Cathay has indicated
that it intends to raise additional Tier I capital in the form
of trust preferred securities to augment its capital position.
As with all transactions of this relative size, significant
integration risks exist as Cathay's infrastructure will be
challenged by a nearly 100% increase in assets. Further, the
uncertainty surrounding asset quality and the potential need for
additional provisioning to bring GBC in line with Cathay's
reserving policies could have an unexpected negative impact on
the combined company's performance.

On a stand alone basis, GBC has been striving to address key
deficiencies in asset quality. The 'C' individual rating is more
indicative of the company's performance strength as it struggles
to put past problems behind it.

     Ratings Downgraded:

          GBC Bancorp
          General Bank

              -- Individual Rating downgraded to 'C' from 'B/C'.

     Ratings Affirmed, placed on Rating Watch Evolving:

          GBC Bancorp

              -- Short-term debt, 'B';
              -- Long-term debt, 'BB+';
              -- Subordinated debt, 'BB'.

          General Bank

              -- Short-term deposits, 'B';
              -- Short-term debt, 'B';
              -- Long-term deposits, 'BBB-';
              -- Long-term debt, 'BB+'.


GENERAL BINDING: S&P Revises Outlook on Low-B Ratings to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
General Binding Corp. to stable from negative.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Northbrook, Ill.-
based General Binding.

Total debt outstanding at March 31, 2003, was $336.1 million.

The outlook revision is based on General Binding's improved
operating results and debt reduction. "Standard & Poor's expects
that management will continue to improve profitability despite a
flat market for office equipment and supplies, and that the
company will maintain credit ratios appropriate for the rating,"
said credit analyst Martin S. Kounitz.

General Binding's corporate credit rating is based on the
company's leveraged financial profile, highly competitive
operating environment, and the low-growth markets that the
company serves. These factors are somewhat mitigated by General
Binding's significant reoccurring service and parts revenues,
multi-channel distribution, and solid market position.

General Binding manufactures and markets binding, display and
laminating equipment, thermal and pressure-sensitive laminating
films, and supplies primarily under the GBC, Quartet, and Ibico
brands.

The company faces significant challenges in its markets, as
spending on office equipment has been soft for several years,
reflecting increased unemployment levels and lower corporate
profitability. In response, management has refocused its
strategy and restructured its operations to restore
profitability to the levels of the mid-1990s through an
Operational Excellence Program, which began in late 2001.
Components of the program include reducing plants to 16 from 33,
lowering stock keeping units to below 10,000 from 25,000, and
improving sales force and organizational efficiency.


GENTEK: Proposed PI Claimants' Committee Appointment Draws Fire
---------------------------------------------------------------
Robert J. Dehney, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware, tells the Court that conflicts among
creditors are inherent in bankruptcy cases and that divergent
interests of creditors do not entitle each subgroup to the
appointment of a separate committee.  Mr. Dehney reminds the
Court that to prevail, the Tort Claim Representatives must show
a lack of adequate representation and necessity for a Tort
Claimants Committee in GenTek Debtors' chapter 11 proceedings.

Mr. Dehney maintains that the Tort Claim Representatives have
mistakenly assumed that the Official Committee of Unsecured
Creditors does not adequately represent them.  While the
Debtors' cases are fairly complex with a diverse group of
creditors, Mr. Dehney says, the Creditors' Committee represents
a fair cross section of general unsecured creditors.  A separate
committee composed of Tort Claim Representatives is unnecessary
to ensure that their interests are adequately represented in
these cases.

"There is nothing unique about their claims that would require a
separate committee," Mr. Dehney asserts.

Mr. Dehney further notes that the Creditors' Committee is
adequately discharging its statutory functions pursuant to
Section 1103 of the Bankruptcy Code.  Clearly, a separate
committee is not needed to investigate the Debtors or perform
the tasks enumerated in the statute.  A separate committee would
only result in an unnecessary duplication of efforts and,
consequently, an unjustified depletion of estate assets.

If the Tort Claim Representatives' only goal is to provide a
central point of communication and negotiation, then the Tort
Claim Representatives should form a separate ad hoc committee,
Mr. Dehney suggests.  There is simply no reason to have the
estate bear the cost of another committee.

                U.S. Trustee Doesn't Like It Either

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
relates that in February 2003, Edmond M. George, Esq., who
represents a substantial number of potential claimants,
requested the formation of a separate tort claimants committee.
The U.S. Trustee determined not to appoint a separate tort
claimants committee, but advised Mr. George that it would
consider adding two tort claimant representatives to the
Official Committee of Unsecured Creditors.  The U.S. Trustee
asked Mr. George to assist in identifying candidates for the
appointment.  However, no nominations were put forward.

Ms. DeAngelis tells the Court that the Debtors' Chapter 11 cases
does not appear to have been precipitated by tort claim issues,
unlike asbestos-related cases where the tort liability and the
burdens of defending it swamp the company and drive the agenda
of the filing.  Ms. DeAngelis maintains that an expansion of the
existing Creditors' Committee by two members will provide the
constituency of these claimants with adequate representation.
Therefore, the request should be denied. (GenTek Bankruptcy
News, Issue No. 13 Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GMAC COMMERCIAL: S&P Assigns Low-B & Junk Ratings on 6 Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GMAC Commercial Mortgage Securities Inc.'s $1.05
billion mortgage pass-through certificates series 2003-C1.

The preliminary ratings are based on information as of
May 13, 2003. Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying loans, and the
geographic and property-type diversity of the loans. Classes A-
1, A-2, B, C, D, and E are currently being offered publicly. The
remaining classes are being offered privately. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage ratio of 1.51x, a beginning loan-to-
value ratio of 89.7%, and an ending LTV of 75.0%.

                PRELIMINARY RATINGS ASSIGNED

        GMAC Commercial Mortgage Securities Inc.
        Mortgage pass-thru certificates series 2003-C1

        Class       Rating              Amount ($)
        A-1         AAA                214,780,000
        A-2         AAA                392,556,000
        A-1A        AAA                243,894,000
        B           AA                  39,409,000
        C           AA-                 11,822,000
        D           A                   22,332,000
        E           A-                  15,763,000
        F           BBB+                11,823,000
        G           BBB                 11,823,000
        H           BBB-                11,822,000
        J           BB+                 22,332,000
        K           BB                  10,509,000
        L           BB-                  7,882,000
        M           B+                   5,254,000
        N           B                    7,882,000
        O           B-                   2,627,000
        P           CCC                  5,255,000
        Q           N.R.                13,136,642
        X           AAA             *1,050,901,642

              * Notional amount.
              N.R. -- Not rated.


HASBRO INC: Alfred J. Verrecchia Named Chief Executive Officer
--------------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) Chairman Alan G. Hassenfeld announced
today that the Company's Board of Directors has approved the
promotion of Alfred J. Verrecchia to the position of Chief
Executive Officer, effective following the Company's Annual
Meeting of Shareholders tomorrow.  Mr. Verrecchia, 60, served as
the Company's President and Chief Operating Officer prior to
today's announcement.

Mr. Hassenfeld, 54, retains the role of Chairman of the Board
where he will provide leadership to the Company's Board of
Directors, including responsibility for increasingly complex and
time-consuming corporate governance issues. In addition, he will
use his toy and game industry expertise to help with the overall
creative process led by the toy and game teams.

"[Tues]day's announcement separating the roles of Chairman and
Chief Executive Officer reflects the fact that the corporate
governance and social responsibility issues impacting all
corporations today are more important than ever before," said
Mr. Hassenfeld. "The separation of these two positions
proactively addresses the current corporate environment and is
in the best interests of Hasbro and our shareholders."

As the Company's C.E.O., Mr. Verrecchia will now have overall
responsibility for setting the Company's strategic direction and
for making the day-to-day decisions related to running Hasbro.

"We are fortunate that we have an individual on board who can
assume the role and responsibilities of C.E.O.," continued Mr.
Hassenfeld. "I have worked very closely with Al Verrecchia for
many years, and his integrity, business acumen, successful track
record and expertise relating to Hasbro and the issues affecting
our industry make him the ideal choice to take on the role of
C.E.O. Al's skills and experience will serve Hasbro well in the
coming years, and I am especially pleased that this move happens
at a time when the Company has returned to profitability and a
position of strength."

"I am honored by this promotion, and I will continue doing what
I know best - working hard to make Hasbro the best toy and game
company in the world," said Mr. Verrecchia. "I am pleased that
Alan and our Board of Directors have demonstrated their
confidence in my abilities as I take on the challenge and day-
to-day responsibilities of C.E.O., while Alan directs his focus
as Chairman on a range of important initiatives, especially
corporate governance issues," continued Mr. Verrecchia.

"I am enormously proud of my long-term business and personal
relationship with Alan, and the thousands of loyal and dedicated
employees with whom I have had the good fortune of working with
over the years. Going forward, we will remain focused on
leveraging Hasbro's unmatched portfolio of core brands as we
look to increase shareholder value in the years to come," Mr.
Verrecchia said.

Mr. Verrecchia joined Hasbro in 1965 as a junior accountant.
Since that time, he has climbed the ranks and served in a
variety of key senior executive positions, most recently as the
Company's President and Chief Operating Officer. Over the years,
Mr. Verrecchia has also served as Hasbro's Executive Vice
President, Global Operations; Chief Financial Officer; and
President, Hasbro Manufacturing Services.

"I have worked with two generations of Hassenfeld's during my 38
years at Hasbro. I am honored to have the opportunity to carry
on the 80-year tradition of this great Company," Mr. Verrecchia
concluded.

Hasbro is a worldwide leader in children's and family leisure
time entertainment products and services, including the design,
manufacture and marketing of games and toys ranging from
traditional to high-tech. Both internationally and in the U.S.,
its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS, TIGER,
and WIZARDS OF THE COAST brands and products provide the highest
quality and most recognizable play experiences in the world.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Hasbro, Inc.'s $380 million 'BB+' rated secured bank credit
facility and 'BB' rated senior unsecured debt were affirmed by
Fitch Ratings.

As of March 30, 2003, Hasbro had total debt outstanding of
approximately $876 million. The Rating Outlook was revised to
Stable from Negative, reflecting the progress Hasbro has made in
reducing debt as well as the apparent stabilization of revenues
following significant declines in 2000 and 2001.

The ratings reflected Hasbro's strong market presence and its
diverse portfolio of brands coupled with its improved financial
profile. The ratings also considered the challenges Hasbro
continues to face in refocusing its strategy on its core brands
and the dynamic nature of the toy industry.


HOLLYWOOD ENTERTAINMENT: CEO Adopts Rule 10b5-1 Stock Sale Plan
---------------------------------------------------------------
Hollywood Entertainment Corporation (Nasdaq:HLYW), owner of the
Hollywood Video chain of more than 1,800 video superstores,
announced that Mark Wattles, its Chairman and CEO, has adopted a
stock sale plan pursuant to rule 10b5-1.

Under the plan, Mr. Wattles intends to sell 6,200 shares daily
for a 12-month period beginning on May 23, 2003. In total,
Mr. Wattles plans to sell approximately 20% of the 7.9 million
shares beneficially owned by him, including options. The
Company's board of directors believes that the steady sale of a
relatively small number of shares, without regard to price and
over an extended period of time, is the selling method that most
closely aligns the economic interest of Mr. Wattles with the
economic interest of the Company's shareholders, both short term
and long term.

Commenting on the adoption of the plan, Mark Wattles said, "For
15 years, almost all of my net worth has been in Hollywood
Entertainment stock. Although I am very excited about the future
and believe the shares are undervalued, I have nevertheless
decided it is in the interest of my family to diversify a
relatively small portion of my holdings. I expect the company to
continue to meet or exceed its earnings guidance, so spreading
the sale out should enable me to achieve the highest average
price. Upon completion of the plan, I will still have almost 80%
of my net worth concentrated in Hollywood stock and will remain
highly motivated to ensure the Company's long term success."

Rule 10b5-1 allows corporate insiders to establish predetermined
plans to govern the sale of company stock. Under rule 10b5-1,
the implementation of a plan for insider selling must be written
when insiders are not in possession of material non-public
information. Insiders adopting such plans can then sell shares
on a regular but pre-determined basis, regardless of any
subsequent material non-public information that they may
receive. Generally, 10b5-1 plans, including the plan adopted by
Mr. Wattles, are subject to revocation at any time.

As previously reported, Hollywood Entertainment has a working
capital deficit of about $112 million. Its corporate credit
position is rated by Standard & Poor's at B+.


HYTEK MICROSYSTEMS: Defaults on Bank of the West Loan Agreement
---------------------------------------------------------------
Hytek Microsystems, Inc. (Nasdaq: HTEK) announced unaudited
results for the fiscal first quarter ended March 29, 2003.

The Company recorded a net loss of $166,665 for the quarter
ended March 29, 2003, on net revenues of $2.4 million, compared
to a net profit of $196,269 on revenues of $3.6 million, for the
prior year first quarter.

The decrease in revenues primarily resulted from reduced demand
during the first quarter for geophysical exploration products
and custom military products, due to the timing of funding and
contracts.  Cost of revenues was $1,899,000 or 80% of net
revenues, for the quarter ended March 29, 2003, as compared to
$2,743,000, or 77% of net revenues, for the quarter ended
March 30, 2002.  "The increase in cost as a percentage of
revenues is primarily the result of spreading fixed costs over a
smaller revenue base and the change of product mix with lower
gross margins," said John Cole, Hytek's president and chief
executive officer.

At March 29, 2003 the Company's total backlog was approximately
$6.5 million, of which $6.0 million was scheduled to ship during
the remainder of 2003. Shipments are subject to customer
requirements, demand and shipping schedules.

During the first quarter the Company paid down its loan with
Bank of the West by $20,000.  As of March 29, 2003, the bank has
declared the Company to be in default with a financial covenant
of the business loan agreement dated May 21, 2001.  The Company
has failed to maintain a minimum tangible net worth of not less
than $5,000,000.  The bank has indicated that on the maturity
date, May 21, 2003, the line of credit would be converted to a
long-term note. However, the bank reserves all rights as defined
in the business loan agreement and to "call" the loan at its
discretion.

Founded in 1974, Hytek, headquartered in Carson City, Nevada,
specializes in hybrid microelectronic circuits that are used in
oil exploration, military applications, satellite systems,
industrial electronics, opto-electronics and other OEM
applications.


INTEGRATED HEALTH: Entry of Final Decree Delayed Until Oct. 10
--------------------------------------------------------------
The Reorganized Rotech Healthcare Debtors obtained the Court's
approval to delay automatic entry of a final decree closing the
Rotech Cases until October 10, 2003.  The Rotech Debtors also
obtained an extension of 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.
(Integrated Health Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LAIDLAW INC: Court Approves Paul Hastings as Special Counsel
------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates sought and obtained the
Court's authority to employ Paul, Hastings, Janofsky & Walker
LLP as their special counsel, nunc pro tunc, as of February 28,
2003.

Garry M. Graber, Esq., at Hodgson Russ LLP, in New York,
explains that two attorneys from the Debtors' general bankruptcy
law firm Jones Day -- James Wareham and James Anklam -- have
moved to Paul Hastings.  Messrs. Wareham and Anklam have had
substantial responsibility for the Debtors' legal matters,
particularly their various litigation matters, before and since
the Debtors filed for Chapter 11 petition.  Accordingly, the
Debtors will employ Paul Hastings for purposes of retaining the
benefits of the experience, background and continuity brought by
Messrs. Wareham and Anklam and to gain the benefits of Paul
Hastings' expertise in the various areas of law.

Paul Hastings is an international law firm that provides counsel
to many of the nation's largest companies.  Its practice
includes expertise and substantial experience in the areas of
corporate and securities law, immigration law, real estate law,
employment and labor law, and tax law.

Mr. Graber relates that Paul Hastings has agreed to advise the
Debtors' Boards of Directors, Audit Committees, and management
with respect to audit matters, litigation matters and management
matters.  Paul Hastings will also provide legal services to the
Debtors in response to their needs and as may be reasonable and
appropriate.  While it may perform certain services, which are
related to the Debtors' bankruptcy proceedings or their
Reorganization Plan, Paul Hastings will not serve as their
general or local bankruptcy counsel.  Jones Day, Hodgson Russ
and Paul Hastings will work to avoid any duplication of effort.

The Debtors will pay Paul Hastings on an hourly basis in
accordance with the firm's ordinary and customary hourly rates:

           Partners             $425 - 550
           Of counsel            405 - 495
           Associates            225 - 385
           Legal Assistants      115 - 200

The Debtors will also reimburse the firm for all out-of-pocket
expenses and disbursements incurred by the firm in connection
with its services in these cases.

James Wareham, a partner at Paul Hastings, attests that other
than the firm's current representation of General Electric
Capital Corporation as U.S. Agent under the Senior Secured,
Super-Priority Debtor-in-Possession Credit Agreement, Paul
Hastings does not hold or represent any interest adverse to the
Debtors or their estates.  Paul Hastings is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code. (Laidlaw Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LERNOUT & HAUSPIE: Court to Consider Committee's Plan on May 29
---------------------------------------------------------------
On March 11, 2003, the Official Committee of Unsecured Creditors
filed its Plan of Liquidation, along with an accompanying
Disclosure Statement, for Lernout & Hauspie Speech Products N.V.
and its debtor-affiliates.

The U.S. Bankruptcy Court for the District of Delaware approved,
on April 10, 2003, the Committee's Disclosure Statement, finding
that it contained adequate information, pursuant to Sec. 1125 of
the Bankruptcy Code, for creditors of L&H to make informed
decisions about whether to vote to accept or reject the Plan.

A hearing to consider confirmation of the Committee's Plan of
Liquidation is set for May 29, 2003, at 10:00 a.m. New York
Time, before the Honorable Judith H. Wizmur.

In order to be considered, confirmation objections must be
received by the Clerk of the Bankruptcy Court on or before
May 19, and must be served on:

        1. Co-counsel for the Committee
           Akin Gump Strauss Hauer & Feld LLP
           590 Madison Avenue
           New York, NY 10022
           Attn: Ira S. Dizengoff, Esq.
                 James R. Savin, Esq.

                        -and-

           Monzack and Monaco
           400 Commerce Center
           1201 Orange Street, Suite 400
           Wilmington, DE 19899
           Attn: Francis A. Monaco, Esq.
                 Joseph J. Bodnar, Esq.

        2. Co-Counsel for L&H NV
           Milbank, Tweed, Hadley & McCloy LLP
           1 Chase Manhattan Plaza
           New York, NY 10005
           Attn: Luc A. Despins, Esq.
                 Matthew S. Barr, Esq.
                 James C. Tecce, Esq.

                        -and-

           Morris, Nichols, Arsht & Tunnell
           1201 North Market Street
           PO Box 1347
           Wilmington, DE 19899-1347
           Attn: Robert J. Dehney, Esq.
                 Gregory W. Werkheiser, Esq.

        3. United States Trustee
           Office of the U.S. Trustee
           J. Caleb Boggs Federal Building
           844 King Street, Suite 2313
           Lockbox 35
           Wilmington, DE 19801
           Attn: Mark S. Kenner, Esq.

Lernout & Hauspie Speech Products and its debtor-affiliates
filed for Chapter 11 protection on November 29, 2000, (Bankr.
Del. Case No. 00-04398). Robert J. Dehney, Esq., Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell and Luc A.
Despins, Esq., Matthew S. Barr, Esq., and James C. Tecce, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP represent the Debtors in
their restructuring efforts.


MAGELLAN HEALTH: Court Okays Akin Gump as Committee's Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Magellan Health
Services, Inc., and debtor-affiliates obtained permission from
the Court to retain Akin Gump Strauss Hauer & Feld LLP as its
counsel in Magellan Health's Chapter 11 cases, nunc pro tunc to
March 17, 2003.

With the Court's approval, Akin Gump is expected to:

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

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

C. assist the Committee in analyzing the claims of the
    Debtors' creditors and the Debtors' capital structure and
    in negotiating with holders of claims and equity interests;

D. assist the Committee in its investigation of the acts,
    conduct, assets, liabilities and financial condition of the
    Debtors and of the operation of the Debtors' businesses;

E. assist the Committee in its analysis of, and negotiations
    with, the Debtors or any third party concerning matters
    related to, among other things, the assumption or rejection
    of certain leases of non-residential real property and
    executory contracts, asset dispositions, financing of other
    transactions and the terms of a plan  or plans of
    reorganization for the Debtors and accompanying disclosure
    statements and related plan documents;

F. assist and advise the Committee as to its communications to
    the general creditor body regarding significant matters in
    these cases;

G. represent the Committee at all hearings and other
    proceedings;

H. review and analyze applications, orders, statements of
    operations and schedules filed with the Court and advise
    the Committee as to their propriety;

I. advise and assist the Committee with respect to any
    legislative or governmental activities, including, if
    requested by the Committee, to perform lobbying activities
    on behalf of the Committee;

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

K. perform other legal services as may be required or are
    otherwise deemed to be in the interests of the Committee in
    accordance with the Committee's powers and duties as set
    forth in the Bankruptcy Code, Bankruptcy Rules or other
    applicable law.

Subject to the Court's approval, Akin Gump will charge for its
legal services on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date the
services are rendered.  The current hourly rates charged by Akin
Gump for professionals and paraprofessionals employed in its
offices are:

           Billing Category                   Range
           ----------------                   -----
              Partners                      $325-$735
              Special Counsel and Counsel    325- 700
              Associates                     185- 450
              Paraprofessionals               45- 190

These hourly rates are subject to periodic adjustments to
reflect economic and other conditions.  Akin Gump will maintain
detailed records of actual and necessary costs and expenses
incurred in connection with the legal services.

The names, positions and current hourly rates of the Akin Gump
professionals currently expected to have primary responsibility
for providing services to the Committee are:

     1. Michael S. Stamer (Partner) - $625/hour;
     2. John Strickland (Partner) - $600/hour;
     3. Christopher A. Provost (Counsel) - $425/hour;
     4. Allan L. Hill (Associate) - $325/hour.
(Magellan Bankruptcy News, Issue No. 7: Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MIKOHN GAMING: First Quarter 2003 Net Loss Burgeons to $5 Mill.
---------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) announced results for
the first quarter of 2003, and reported that the Company has
concluded its restructuring efforts.

For the three months ended March 31, 2003, the Company reported
a net loss of $5.0 million. The loss was primarily attributable
to the previously announced increases in legal and severance
expenses, accelerated depreciation of existing slot machines and
reduced participation revenues and gross margins, as the Company
terminated the purchase of additional slot machines in favor of
ramping up its partnerships and accelerating the porting of its
branded game content to a more technologically advanced
platform. In the 2002 period, the Company reported a net loss of
$1.9 million. Included in the net loss of $5.0 million are
charges and expenses for the following:

--  legal and regulatory charges related to the retirement of
    certain directors of approximately $0.8 million,

--  severance charges of approximately $0.6 million principally
    from reductions in service and international personnel,

--  an inventory write-down charge from international operations
    of approximately $0.2 million,

--  an accounting charge due to the required re-audits of the
    Company's 2001 and 2000 financial statements of
    approximately $0.2 million and;

--  accelerated depreciation expense of approximately $0.5
    million from a change in the estimated useful lives of the
    Company's existing owned, branded slot machines beginning in
    January 2003,

Revenues for the quarter ended March 31, 2003 were $22.7 million
versus $21.8 million in the March 2002 quarter. This increase
resulted primarily from the strong performance of the Company's
product sales business segment, which increased to $13.4 million
in the current quarter, versus $10.5 million in the
corresponding period last year. Revenues from gaming operations
were $9.5 million versus $11.4 million in the prior year's
quarter. This decrease in revenues from our gaming operations
business segment resulted primarily from the decline in both
slot machines in casinos and win per day, as the Company
transitions its slot operations business model. We expect
improvement in our gaming operations business segment as we
continue our transition to new hardware with ticket-in, ticket-
out and other important machine capabilities required in this
increasingly competitive environment.

During the quarter ended March 31, 2003, the Company averaged
approximately 2,200 branded slot machines in casinos, which
earned approximately $24 per day after royalties. Non-branded
machines in casinos averaged approximately 350 during the
quarter and earned approximately $21 per day. Leased games in
casinos for which the Company does not provide game hardware
averaged approximately 320 and earned approximately $11 per day
net of expenses. At March 31, 2003, the number of branded, non-
branded and licensed games in casinos totaled approximately
2,120, 310 and 300, respectively. The average number of table
games in casinos during the quarter ended March 31, 2003 was
approximately 1,035 and at March 31, 2003, the number of table
games in casinos was approximately 1,000.

Earnings before interest, taxes, depreciation, amortization and
slot rent expense (EBITDAR) for the quarter ended March 31, 2003
was $3.6 million, compared to EBITDAR of $5.9 million for the
quarter ended March 31, 2002. Excluding the charges outlined
above, EBITDAR was $5.4 million in the 2003 quarter. The Company
discloses EBITDAR as we believe it is a useful supplement to
operating income, net income/loss, cash flow and other generally
accepted accounting principle (GAAP) measurements; however, we
acknowledge this information should not be construed as an
alternative to net income/loss or any other GAAP measurements
including cash flow statements or liquidity measures. EBITDAR
may not be comparable to similarly titled measures reported by
other companies. We also disclose EBITDAR as it is a common
metric utilized and because EBITDA (exclusive of slot rent
expense) is a metric used as a significant covenant in our line
of credit facility.

"During the quarter the Company made significant progress in our
transition to a new business model, whereby the Company has
moved away from servicing machines in the field and purchasing
additional slot boxes. This will result in a reduction in
capital expenditures of approximately $6.0 - $8.0 million per
year and will yield an annualized expense savings of $2.0
million. Additionally, we ended the quarter with a strong cash
position of $15.6 million and are in full compliance with our
credit facility agreement," commented Russ McMeekin, President
and Chief Executive Officer.

"As a result of the streamlining and slot partnerships, the
Company expects incremental slot placements using slot boxes on
a daily fee participation basis which are technologically
superior. Our recently announced approval in Mississippi, and
the progress we are making in the field trials in Ontario will
provide incremental new game placements on a going forward
basis. In addition, we now have two alternatives for its growing
cashless slot machine demand. We will be supplying ticket-in,
ticket-out on our Sigma platform, which has recently been
approved by GLI, as well as on the Aristocrat platform. As a
result of these important accomplishments, we expect increased
placements and improvement in win per day in the second half of
2003," he continued.

"We are looking forward to improved financial results in the
second half of 2003, with strong cash flow and minimal
requirement for capital expenditures which will allow us to
begin to tackle the Company's debt load in the foreseeable
future," Mr. McMeekin concluded.

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. The Company develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for
slot machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. There is a Mikohn product in virtually every
casino in the world. For further information, visit the
company's Web site: http://www.mikohn.com

                        *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings of
Mikohn Gaming Corp., to single-'B'-minus from single-'B'. The
ratings remain on CreditWatch where they placed on February 22,
2002, but the implication is revised to negative from
developing.

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well
below expectations. That weak performance resulted in a
violation of bank covenants and a significant decline in credit
measures. Mikohn has about $100 million of debt outstanding. The
lower ratings also reflect Standard & Poor's concern that
Mikohn's liquidity position could further deteriorate if
operating performance during the next few quarters does not
materially improve.


MORTGAGE ASSET: Fitch Affirms Three Low-B Note Classes' Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded four & affirmed six classes of
Mortgage Asset Securitization Transactions, Inc. residential
mortgage-backed certificates, as follows:

   Mortgage Asset Securitization Transactions, Inc.,
   mortgage pass-through certificates, series 2001-2

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

   Mortgage Asset Securitization Transactions, Inc.,
   mortgage pass-through certificates, series 2001-3

        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.

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


NAT'L CENTURY: Court Fixes Aug. 22 Intercompany Claims Bar Date
---------------------------------------------------------------
National Century Financial Enterprises, Inc. and its debtor-
affiliates, the Official Committee of Unsecured Creditors, the
Official Subcommittee of NPF VI Unsecured Creditors and the
Official Subcommittee of NPF XII Unsecured Creditors have agreed
that the Debtors should not be required to file proofs of claim
in respect of Intercompany claims against other Debtors at this
time to avoid the unnecessary imposition of administrative costs
and burdens on the Debtors' estates and the Court.

The parties stipulate and agree that, notwithstanding any
provision of the Bar Date Order to the contrary, no Debtor will
be required to file a proof of claim against any other Debtor by
the General Bar Date.

Judge Calhoun establishes August 22, 2003 as the last day for
the Debtors to file proofs of claim in respect of Intercompany
claims against other Debtors. (National Century Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Has Until Sept 5 to Make Lease-Related Decisions
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates obtained
the Court's approval extending the time within which they may
Assume, assume and assign, or reject their unexpired leases of
non-residential real property.  Specifically, lease decision
deadline is extended to September 5, 2003. (National Steel
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONSRENT INC: Court Confirms Proposed Plan of Reorganization
---------------------------------------------------------------
NationsRent, Inc., announced that the U.S. Bankruptcy Court for
the District of Delaware entered an order confirming the
Company's consensual Plan of Reorganization. In order to
facilitate the Plan of Reorganization, NationsRent has obtained
a commitment from a syndicate of lenders for $150,000,000 of
senior secured financing, in addition to a commitment from the
Baupost Group L.L.C. for $80,000,000 of new capital. With this
important step behind it, NationsRent is expected to consummate
its Plan of Reorganization and emerge from chapter 11
protection.

On the effective date of the confirmed Plan of Reorganization,
the Baupost Group and Phoenix Rental Partners, L.L.C. will
control more than two thirds of the voting common stock of the
reorganized company. A group of the Company's pre-petition
senior secured lenders, along with a trust for the benefit of
the general unsecured creditors, will own the remaining minority
interest. As outlined in the confirmed Plan of Reorganization,
on the effective date, the Company's existing equity securities,
including its common stock, will be cancelled and current
holders of equity securities will not receive any distribution
under the Plan.

Upon emergence from bankruptcy, a new Board of Directors will
succeed the Company's current Board of Directors. The initial
slate of new board members includes Bryan T. Rich and Douglas M.
Suliman Jr., who will serve as Co-Chairmen of the new Company,
along with incoming Chief Executive Officer, Thomas J. ("Jeff")
Putman. The other directors will be Thomas W. Blumenthal, Andrew
P. Hines, Irving M. Levine, and Greg A. Rosenbaum. The new board
combines extensive experience in the equipment services industry
with expertise in finance and operations management to guide the
reorganized Company.

Commenting on the Plan confirmation, Clark Ogle, the Company's
current Chief Executive Officer, stated: "NationsRent has
reached this important step as a result of the dedicated
partnership of the Company's employees and the support of our
valued customers and alliance partners. This team worked very
hard to maintain exceptional service and expand the Company's
customer base in tough economic times."

The Company's incoming Chief Executive Officer, Jeff Putman,
said: "We view this confirmation order as a tremendous
accomplishment attributable to the tireless efforts of all
constituencies involved in this consensual plan. We also see
this as a promise of a new beginning for the employees, the
customers, and the partners of NationsRent. Our goal is to build
upon the considerable strengths of this enterprise and to make a
positive contribution to the industries and communities that we
serve."

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates 249 locations (81 at Lowe's Home Improvement
locations) in 26 states. NationsRent stores offer a broad range
of high-quality construction equipment with a focus on superior
customer service at affordable prices with convenient locations
in major metropolitan markets throughout the U.S. More
information is available on its home page at
http://www.nationsrent.com Persons needing additional
information should contact the NationsRent Corporate
Communications Department at 954/760-6550.

The Baupost Group, L.L.C. was established in 1982, and today
manages approximately $3.5 billion of equity capital for a
diverse group of clients. The firm employs a value oriented
investment philosophy and is an experienced investor in a broad
range of asset classes, both in the United States and abroad.
CONTACT: Thomas Blumenthal and James Mooney, The Baupost Group,
L.L.C., at 617/210-8388.

Phoenix Rental Partners, L.L.C. was formed in 2001 for the
specific purpose of acquiring debt securities of NationsRent in
the secondary markets. In 2002, Phoenix formed an investment
alliance with Baupost to leverage the combined talents and
capital of each organization as it relates to distressed
investment opportunities in the construction equipment rental
industry. Phoenix is majority owned by Bryan Rich and Douglas
Suliman, who have over 30 years of operating and financing
experience in the construction equipment rental industry.
CONTACT: Bryan Rich and Douglas Suliman, Phoenix Rental
Partners, at 508/351-1573.


NETROM INC: Tempest Asset Unit Enters $2.5 Trillian IRA Market
--------------------------------------------------------------
Netrom Inc. (OTC:NRRM) announced that its newly acquired
subsidiary, Tempest Asset Management Inc., has been approved by
Lincoln Trust to market Tempest's Foreign Currency Exchange
trading services to the Individual Retirement Accounts market
space.

The IRA market has expanded at a compounded annual growth rate
of 13 percent per year to a current size of over $2.5 trillion
that includes over 40 million households. Tempest can now
provide investors with a much-needed alternative to investing
their IRA accounts in the high-risk stock market or the low
yields of the money markets. With this new alternative,
investors will be able to use their IRAs to defer taxes on any
yields realized from Tempest's currency trading services.

Tempest is pleased that it was able to achieve this milestone
through Lincoln Trust, who has provided trust services for over
40 years and pioneered the concept of self directed IRAs, in
response to the Employee Retirement Income Securities Act.

Tempest's Chief Executive Officer, Chris Melendez, said, "This
exciting development will enable us to accelerate our plans to
bring institutional grade investing to the individual investor."
He further stated, "we are now in the process of developing
contracts with channel partners to rapidly bring this product to
market, including credit unions, tax consultants, and other
professionals in the financial services industry. We expect to
announce these partners in the near future."

Netrom Inc. (OTC:NRRM), headquartered in San Diego, was founded
in 1996. Since its inception, Netrom has been involved in the
development of technologies that are related to the Internet, as
well as developing new eBusiness models. In the first quarter of
2000 Netrom became insolvent and was forced into a major
reorganization. The company has been in the process of a
turnaround of its business with the primary objective being to
restore trading of its stock to the OTC BB and grow the company
through strategic acquisitions.

Tempest Asset Management Inc. is a development stage California
Corporation headquartered in Irvine, Calif. The company provides
institutional grade, Forex trading products and services to
individual investors. "Forex" is a term that refers to the
Foreign Currency Exchange Market where a trader simultaneously
buys one currency and sells another for profit, which is not
dependent on the market conditions of stocks, bonds or
commodities. The company was founded in 2001 by Chris Melendez,
its CEO and internationally renowned Forex trader. He gained his
expertise as a "market maker and proprietary currency trader" at
major financial institutions around the world. For additional
information visit http://www.tempestasset.com


NOMURA CBO: S&P Ratchets Series 1997-1 Class A Note Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class A-2 notes issued by Nomura CBO 1997-1 Ltd., an arbitrage
CBO transaction originated in June 1997, and removed it from
CreditWatch negative. The rating assigned to the class A-2 notes
was previously lowered June 28, 2002.

The lowered rating and CreditWatch removal reflects factors that
have negatively affected the credit enhancement available to
support the notes since the June 2002 rating action. These
factors include par erosion of the collateral pool securing the
rated notes and a downward migration in the credit quality of
the performing assets within the pool.

Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have
deteriorated since the June 2002 rating action. As of the most
recent monthly trustee report (April 2, 2003), the class A-2
overcollateralization ratio was 110.52%, versus the minimum
required ratio of 130.0%, and compared to a ratio of 114.4% at
the time of the June 2002 rating action. Currently, $77.8
million (or approximately 23.86%) of the assets in the
collateral pool come from obligors with Standard & Poor's
ratings of 'D', 'SD', or 'CC'.

As part of its analysis, Standard & Poor's reviewed the results
of current cash flow runs generated for Nomura CBO 1997-1 Ltd.
to determine the level of future defaults the rated tranches can
withstand under various stressed default timing scenarios while
still paying all of the rated interest and principal due on the
rated notes. When the results of these cash flow runs were
compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the rating assigned to the class A-2 notes was no longer
consistent with the amount of credit enhancement available,
resulting in the lowered rating. Standard & Poor's will remain
in contact with Nomura Corporate Research and Asset Management
Inc., the collateral manager for the transaction.

        RATING LOWERED AND REMOVED FROM CREDITWATCH

                Nomura CBO 1997-1 Ltd.

                     Rating
      Class      To      From                 Balance
      -----      --      ----                 -------
      A-2        B-      BB-/Watch Neg     $258,613,000


NRG ENERGY: Files for Chapter 11 Reorganization in S.D.N.Y.
-----------------------------------------------------------
NRG Energy, Inc., and certain of its U.S. affiliates, filed
Wednesday voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code to restructure its debt. The
company expects operations to continue as normal during the
restructuring process. NRG is an indirect subsidiary of Xcel
Energy, Inc. (NYSE:XEL). Neither Xcel Energy nor any of Xcel
Energy's other subsidiaries were included in the filing.

To supplement its liquidity position, NRG also announced that
the company has secured a $250 million debtor-in-possession
(DIP) financing facility from GE Capital Corporation, subject to
Bankruptcy Court approval, to be utilized by its NRG Northeast
Generating LLC subsidiary (NEG) and some NEG subsidiaries. The
company anticipates that the DIP financing, together with its
cash reserves and its ongoing revenue stream, will be sufficient
to fund its operations, including payment of employee wages and
benefits, during the reorganization process.

NRG also announced that it filed its Plan of Reorganization with
the Court on the same day and anticipates the support of the
majority of its creditors for this plan. The plan incorporates
the terms of an overall settlement among NRG, Xcel Energy and
NRG's major creditor constituencies that provides for payments
by Xcel Energy to NRG and its creditors of up to $752 million.

NRG also announced that a new top management team has been
appointed to lead the company through the remainder of the
restructuring process. Leonard J. LoBiondo, Senior Managing
Director of Kroll Zolfo Cooper LLC, a leading corporate
restructuring firm, has been appointed Chief Restructuring
Officer reporting to the NRG Board of Directors. John R. Boken,
Senior Director of KZC, has been named Interim President and
Chief Operating Officer. Scott J. Davido, who has served as
NRG's General Counsel since October 2002, will now also serve as
Chairman of the reconstituted Board of Directors. Joining Mr.
Davido on the Board are Mr. LoBiondo and Ershel C. Redd, Jr.,
Senior Vice President, Commercial Operations at NRG.

"After careful consideration and extensive negotiations with our
creditors, we concluded that a Chapter 11 restructuring
represents the best long-term solution for NRG," said LoBiondo.
"By taking this important step, it is our goal to effectuate an
agreement with our creditors in a quick and efficient manner,
allowing NRG to restructure its debt with minimal disruption to
our operations. With many of our operational improvements in
place and our Plan of Reorganization already filed with the
Court, NRG is well positioned to move through this process
rapidly and to emerge from Chapter 11 as a strong, profitable
company."

Since the beginning of 2002, NRG has taken a number of steps to
focus its business model to address the financial issues
presented by its considerable debt obligations. The company's
debt was incurred primarily during a five-year period of growth
through construction and acquisitions. NRG has moved to reduce
its debt levels, improve its balance sheet and align its
business strategy and operational structure with the current
economic climate and energy market conditions.

"Having already made great strides in restructuring our
operations out of court, we will use the court process to
continue improving NRG's financial stability and long-term
financial health," said LoBiondo. "We have accomplished a great
deal in the last several months, including streamlining our
operations and reducing our costs. These accomplishments,
coupled with our debt restructuring, are intended to put NRG on
the path to success and at the forefront of the industry's
overall recovery."

In conjunction with Wednesday's filing, the company filed a
variety of "first day motions" to support its employees and
vendors during this process. Among other things, the court
filings include requests to approve the DIP financing and
maintain existing cash management programs. During the
restructuring process, vendors, suppliers and other business
partners will be paid under normal terms for goods and services
provided during the restructuring.

NRG will continue to operate in the ordinary course of business.
The company said that it expects employee wages and salaries to
continue to be paid in the normal course and that employee
benefits will continue uninterrupted.

LoBiondo concluded, "We appreciate the ongoing loyalty and
support of our employees. Their dedication and hard work is
critical to NRG's success. We remain committed to leading NRG
toward a strong and profitable future."

NRG filed its voluntary petitions in U.S. Bankruptcy Court in
the Southern District of New York. As of December 31, 2002, NRG
had consolidated companywide (filing and nonfiling entities
combined) assets of $10.9 billion and liabilities of $11.6
billion. None of NRG's operations outside the U.S. are included
in the filing. A complete list of the entities included in the
filing is available on NRG's Web site at
http://www.nrgenergy.com

NRG owns and operates power-generating facilities. Its
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

Kroll Zolfo Cooper LLC is a recognized leader in corporate
advisory and restructuring, with more than 20 years of
experience leading companies through financial and operational
reorganizations. Known as hands-on turnaround specialists, Kroll
Zolfo Cooper professionals have successfully managed hundreds of
complex situations and restructured billions of dollars of debt.
Kroll Zolfo Cooper is a subsidiary of Kroll Inc., the global
risk consulting company. More information can be found at
http://www.krollzolfocooper.com


NRG ENERGY INC: Case Summary & 80 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: NRG Energy Inc.
        901 Marquette Avenue
             Minneapolis, Minnesota 55402-2165

Bankruptcy Case No.: 03-13024

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        NRGenerating Holdings No. 23 B.V.          03-13023
        NRG Power Marketing Inc.                   03-13028
        NRG Capital LLC                            03-13030
        NRG Finance Company I LLC                  03-13031
        Arthur Kill Power LLC                      03-13032
        Astoria Gas Turbine Power LLC              03-13033
        Berrians I Gas Turbine Power, LLC          03-13035
        Connecticut Jet Power LLC                  03-13036
        Devon Power LLC                            03-13037
        Dunkirk Power LLC                          03-13038
        Huntley Power LLC                          03-13039
        Middletown Power LLC                       03-13042
        South Central Generation Holding LLC       03-13044
        Louisiana Generating LLC                   03-13047
        Montville Power LLC                        03-13048
        Northeast Generation Holding LLC           03-13050
        Norwalk Power LLC                          03-13051
        NRG Eastern LLC                            03-13053
        NRG Northeast Generating LLC               03-13054
        Oswego Harbor Power LLC                    03-13056
        Somerset Power LLC                         03-13059
        Big Cajun II Unit 4 LLC                    03-13063
        NRG Central US LLC                         03-13065
        NRG New Roads Holdings LLC                 03-13068
        NRG South Central Generating LLC           03-13071

Type of Business: The Debtors, along with its non-debtor
                  subsidiaries, are primarily engaged in the
                  development, ownership and operation of non-
                  utility power generation facilities and the
                  sale of energy, capacity and related
                  products.

Chapter 11 Petition Date: May 14, 2003

Court: Southern District of New York

Judge: Prudence Carter Beatty

Debtors' Counsel: James H.M. Sprayregen, P.C.
                  Matthew A. Cantor, Esq.
                  Robbin L. Itkin, Esq.
                  Kirkland & Ellis
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4675
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900

Total Assets: $10,310,000,000

Total Debts: $9,229,000,000

Debtors' 80 Largest Unsecured Creditors:

Entity                      Nature Of Claim        Claim Amount
------                      ---------------        ------------
Wilmington Trust Company,   Unsecured Notes/     $3,200,829,000
1100 North Market Street    Bonds
Wilmington, DE 19890
Attn: Steve Cimalore
Tel: 302-651-1000
Fax: 302-651-8937

With copy to
Wilmington Trust Company
As Trustee
Attn: James Nesci
520 Madison Avenue
New York NY 10022
Tel: 212-415-0508
Fax: 212-415-0513

ABN Amro Bank NV            Equity Contribution/  1,166,425,414
135 LaSalle Street          Unsecured Bank Loan/
Suite 710                   Debt Service Reserve/
Chicago, IL 60603           Trade Debt
Tel: 312-904-2400
Fax: 312-904-4618

ABN Amro Bank NV
199 Bishopsgate
London, England EC2M 3XW
Tel: 44-20-767-88-000
Fax: 44-20-737-53-497

Credit Suisse First Boston  Guarantees/Bank Loan $1,128,992,000
As Administrative Agent     (partially secured)
11 Madison Avenue
New York, NY 10010-3629
Tel: 212-325-5813
Fax: 212-325-8321

Terra Gas Trader Pty Ltd.   Guarantee              $171,370,500
Attn: Neil Young, CEO
168 Greenhill Road
Parkside RSA 5063
Tel: 61-8-8372-1900
Fax: 8372-1921

The Chase Manhattan Bank    Guarantee/Debt         $124,000,000
Capital                    Service Reserve
Markets Fiduciary Services,
As Trustee
450 West 33rd Street,
15th Floor
New York, NY 10001
Attn: Annette Marsula, Int'l
And Project Finance Group
Tel: 212-946-7557
Fax: 212-946-8177

JP Morgan Chase
Attn: Peter Ling
270 Park Avenue
20th Fl.
New York, NY 10017
Tel: 212-270-4676
Fax: 212-270-5177

Treasurer of the State of   Guarantee               $90,195,000
South Australia
Attn: The Treasurer
c/o Hon. Kevin Owen Foley MP
State Administrator Level
200 Victoria Square
Adelaide South Australia 5000
Tel: 61-8-8226-2120
Fax: 61-8-8226-9752

Commerce Bank, N.A.         Guarantee               $89,353,180
Attn: Jeffrey D. Aberdeen
1000 Walnut
PO Box 13686
Kansas City, MO 65265
64199-3686
Tel: 816-234-2081
Fax: 816-234-2369

ANZ Banking Group Ltd.      Unsecured Credit        $88,000,000
Attn: Doreen Klingenback    Facility
1177 Avenue of the Americas
New York, NY 10036-2798
Tel: 212-801-9800
Fax: 212-801-4859

The Bank of New York        Guarantee               $70,000,000
As Indenture Trustee
Attn: Paul Schmalzel
1401 Barclay St.
New York, NY 10286
Tel: 212-896-7192
     212-815-4816
Fax: 212-896-7298

National Australi8a Bank    Guarantee               $41,489,700
Limited as Admin. Agent
Attn: Frank Cicutto, CEO
Fl. 24, 500 Boarke St.
Melbourne 3000, Australia-
Tel: 61-3-8641-4200
Fax: 61-3-8641-4927

Sonora Ltd. of Int'l House  Guarantee               $27,580,000
Attn: Ho Chee Chong
Castle Hill, Victoria Road
Douglas, Isle of Man
Fax: 603-2162-4032

TXU Electricity Ltd.        Guarantee               $24,500,000
Attn: Charles Elias
Level 35, 385 Bourke Street
Melbourne, Victoria 3000

Lanco Kondapall Power
Private Limited
Attn: Legal Dept.
Lanco House, 141 Avenue #8
Banjarra Hills, Hyderabas,
500034 Andhra,
Pradesh, India
Tel: 3540697
Fax: 3540702

LS Power                   Guarantee                $20,000,000
Attn: Scott Carver, Counsel
Two Tower Center 20th Fl.
East Brunswick NJ 08816
Tel: 732-249-6750
Fax: 732-249-7290

Societe Generale            Trade Debt/Equity       $19,977,000
Attn: Robert Tinari         Contribution
1221 Avenue of the Americas
New Yo9rk, NY 10020
Tel: 212-278-7036
Fax: 212-278-6460

Consolidated Edison         Trade Debt/Guarantee/   $17,425,674
Company of New York Inc.   Warehouse Lease/Dock Lease
Attn: David Buckner
4 Irving Place - 249-S
New York, NY 10003
Tel: 212-460-2441
Fax: 630-691-4697

GPS Energy Pty Limited,     Guarantee               $15,000,000
Ryowa II GPS Party Ltd.,
SMLA GPS Pty. Unlimited,
YKK GPS (Queensland) Pty
Ltd., Sunshine State Power
BV, Sunshine State Power
(no. 2) BV c/o Company
Secretary
Level 13, Comako Place 12
Creek Street
Brisbane QLD 4000 Australia
Tel: 61-7-4976-5234
Fax: 07-229-3360
Fax: 07-867-1775

Allegheny Energy Supply     Guarantee               $15,000,000
Company LLC
Attn: Contract Administration
c/o Rachel Simon
4350 Northern Pike
Monroeville, PA 15146-2841
Tel: 212-224-8377
Fax: 212-224-8448

General Electric Power      Trade Debt              $13,562,424
System
Attn: Charles H. Galante
1 River Road
Bldg. 2-414
Schenectady, NY 12345
Tel: 518-385-2211
Fax: 412-236-2807


Niagara Mohawk Power Corp.  Trade Debt/Guarantee    $11,796,676
Attn: Susan L. Hodgson
300 Erie Blvd. West
Syracuse, NY 13202
Tel: 315-428-6006
Fax: 315-428-5114

BP Corp. North America       Guarantee              $10,000,000
and its Sub., BP Energy Co.
Attn: Mary Ann Swick
501 Westlake Park Blvd.
Houston, TX 77079

Dynegy Power Marketing, LLC  Guarantee              $10,000,000
Attn: Sergio Castro
1000 Louisiana #5800
Houston, TX 77002
Tel: 713-767-8607
Fax: 713-767-8772

Hess Energy Trading Co.,    Guarantee               $10,000,000
LLC
Attn: Greg Cortez
1185 Avenue of the Americas
New York, NY 10036
Tel: 212-536-8457
Fax: 917-342-8820

Mirant Americas Energy      Guarantee               $10,000,000
Marketing, LP
Attn: Lisa Abad
1155 Perimeter Center West
Suite 130
Atlanta, GA 30338-5416
Tel: 678-579-3048
Fax: 678-579-5755

Salomon Smith Barney Inc.,  Guarantee               $10,000,000
Smith Barney Commercial
Corp., and any of their
affiliates
c/o Salomon Smith Barney Inc.
5051 Westheimer Road
Suite 2100
Houston, TX 77056
Tel: 713-966-2121
Fax: 713-966-6805

Siemens Westinghouse        Guarantee                $9,100,000
Power Corp.
Attn: Heinrich Pierer
4400 Alafaya Trail
Orlando, FL 3286-2399
Tel: 407-736-2000
Fax: 407-736-5527

Westport Petroleum,         Guarantee                $9,000,000
Inc.
Attn: Alice Birksetrand
300 N. Lake Ave.,
Suite 1020
Pasadena CA 91101
Tel: 626-796-0033
Fax: 626-577-7850

PSEG Energy Resources &     Guarantee                $7,000,000
Trade LLC and Public
Service and Gas Co.
Attn: Cindy Midura
80 Park Plaza
T21
Newark, NJ 07101
Tel: 973-430-6643
Fax: 973-623-1554

Connecticut Light           Trade Debt               $5,013,911
& Power
107 Selven Street
Hartford CT 06141-0270
Tel: 860-665-5664
Fax: 860-665-5504

Arizona Public Service      Guarantee                $5,000,000
Co. and Pinnacle West
Capital Corp.
Mail Station 9855
400 N. 5th Street
Phoenix, AZ 85004
Tel: 602-250-3433
Fax: 602-250-2663

Duke Energy Trading         Guarantee                $5,000,000
& Marketing
Attn: Stephanie Casas
5400 Westheimer Court
Houston, TX 77056
Tel: 713-627-4860
Fax: 713-627-6187

H.Q. Energy Services        Guarantee                $5,000,000
(US) Inc.
Attn: Don Addison
345 Rouser Road
Corapolis PA 15108
Tel: 412-262-2648
Fax: 514-289-4075

New York State Electric     Guarantee                $5,000,000
and Gas Corp.
Attn: Dave Hall
Corporate Drive
Kirkwood Industrial Park
Binghamton NV 13902-5224
Tel: 607-762-7253
Fax: 607-771-0798

Peabody COALSALES Co./      Guarantee                $5,000,000
Peabody COALTRADFE, Inc.
Attn: Alan Babp
2 North 9th Street
Allentown, PA 18101-1179
Tel: 610-774-6129
Fax: 610-774-6523

Reliant Energy Services,    Guarantee                $5,000,000
Inc.
Attn: Apama Rajaram
Reliant Energy Plaza
1111 Louisiana 6th Flo9or
Houston, TX 77002-5231
Tel: 713-207-1432
Fax: 713-207-1155

Sempra Energy Solutions     Guarantee                $5,000,000
Attn: Michael Haffer
101 Ash Street, HQ09
San Diego, CA 92101
Tel: 619-696-4921
Fax: 619-696-3102

Toronto Dominion Bank       Guarantee                $4,725,013
Attn: Andrew Culliman
31 West 52nd St
New York, NY 10019
Tel: 416-982-8222
Fax: 416-5671-B143

Great Tai Shine Co Ltd      Guarantee                $4,100,544
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
3F 245
Tun Hwa South Road
Section 1
Taipei Taiwan
Tel: 2-23971551
Fax: 2-23979747

TSRC Corporation            Guarantee                $4,100,544
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Southwest Power Pool        Guarantee                $4,000,000
415 North McKinley
Suite 700
Little Rock, AR 72205
Tel: 501-661-0146
Fax: 501-280-9446

TXU Portfolio Management    Guarantee                $4,000,000
Co. LP
Attn: Ken Fowler
1717 Main Street Suite 2000
Dallas, TX 75201
Tel: 214-875-9516
Fax: 214-875-9178

Westera Gas Resources      Guarantee                 $4,000,000
Attn: Karen Zepp
12200 North Pecos Street
Denver CO 80234
Tel: 303-450-8469
Fax: 303-252-3367

Brightlight Fin'l Ltd.     Guarantee                 $3,779,712
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Energy Services, Inc.       Guarantee                $3,500,000
Attn: Buzz Howard
639 Loyola Ave
New Orleans LA 70113
Tel: 504-310-5881
Fax: 504-310-5877

Walton Holding Trading      Guarantee                $3,474,144
Limited
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

New York Independent        Letter of Credit         $3,000,000
System Operator (NQISO)
Attn: Phil Gootee
290 Washington Ave. Extension
Albany, NY 12203
Tel: 518-356-7636
Fax: 548-356-7582

RAG Cumberland Resources    Guarantee                $3,000,000
LP and RAG Energy Sales,
Inc.
Attn: Ron Chesnos
999 Corporate Boulevard
Linthicum Heights MD 21090
Tel: 410-689-7500
Fax: 410-689-7651

Rochester Gas & Electric    Guarantee                $3,000,000
Co.
Attn: Mike Blundell
89 East Avenue
Rochester NY 14649-0001
Tel: 716-724-8225
Fax: 585-771-2825

Grand Union Chemical Corp.  Guarantee                $2,928,960
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

U.S. Environmental          Guarantee                $2,339,065
Protection Agency
Environmenta Protection
Agency, Region 1
1 Congress St.
Suite 1100
Boston MA 02114-2023
Tel: 617-918-1111
Fax: 617-565-3660

Burlington Northern         Trade Debt               $2,330,698
Santa Fe Corp.
2500 Lou Menk Drive
2nd Floor
Fort Worth TX 76131
Tel: 817-352-3488
Fax: 817-352-4804

Lien Hwa Industrial Corp.   Guarantee                $2,187,360
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Kuang Hwa Investment        Guarantee                $2,154,816
Holding Co. Ltd.
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

OGE Energy Resources,       Guarantee                $2,000,000
Inc.
Attn: Mark McGugan
515 Central Park Drive,
#600
Oklahoma City 73105
Tel: 405-557-5218
Fax: 405-553-6498

Cargill Power Markets,      Guarantee                $2,000,000
LLC
Attn: Christine Mullady
12700 Whitewater Dr.
Minnetonka MN 55343-9439
Tel: 952-984-3664
Fax: 952-249-4216

Central Marketing and       Guarantee                $2,000,000
Trading LLC
Attn: Matt McGarrill
284 South Avenue
Poughkeepsie NY 12601
Tel: 914-486-5257
Fax: 845-486-5626

Cleco Marketing and         Guarantee                $2,000,000
Trading LLC
Attn: Harrell Drive
2005 Vandevelde Ave
Alexandria LA 71303-5636
Tel: 318-427-1792
Fax: 318-427-1774

National Energy & Trade     Guarantee                $2,000,000
LP
Attn: Phil Dumas
3700 Buffalo Speedway
Suite 1100
Houston, TX 77098
Tel: 713-871-1957
Fax: 713-871-0510

Credit Lyonnais             Trade Debt               $1,820,462
Asttn: Dan O'Donnell
1301 Avenue of the Americas
New York NY 10019
Tel: 212-261-7000
Fax: 212-459-3170

Ho Tung Chemical Corp.       Guarantee               $1,797,984
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Fubon Insurance Co. Ltd.    Guarantee                $1,757,376
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

CEC Development Corp.       Guarantee                $1,610,736
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
6Fl, 39 Chi Nan Rd. Section 2
Chungcheng Dist.
Taipei City, Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Aerodynamic Enterprises     Guarantee                $1,318,176
Limited
c/o Hsin Yu Energy
Development Co. Ltd., as
Sellers Representative
3F 245
Tun Hwa South Road
Section 1
Taipei Taiwan
Tel: 2-23971551
Fax: 2-23979747

Lanco Kondapalli Power      Guarantee                $1,127,438
Private Limited
Lanco House
141 Avenue #8
Bomjarra Hills, Hyderabad
500034, Andhra Pradesh, India

Bonneville Power            Guarantee                $1,100,000
Authority
Attn: Kevin Farleigh
Mail Stop DFW-2
905 Northeast 11th Avenue
Portland, OR
Tel: 503-230-4055
Fax: 503-230-4690

Shihlin Electric and         Guarantee               $1,093,824
Engineering Corporation
c/o Hsin Yu Energy Devt. Co.
as Sellers Representative
6F1, 39 Chi Nan Rd Section 2
Chungcheng Dist.
Taipei City
Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Yankee Gas Services Co      Trade Debt/              $1,329,590
107 Selden Street           Guarantee
Berlin, CT 06037
Attn: Jay Fletcher
Tel: 860-665-5933
Fax: 860-665-6296

Amerada Hess Corporation    Guarantee                $1,000,000
2800 Eisenhower Avenue
3rd Floor, Operations
Alexandria, VA 22314
Attn: Rod Gagen
Tel: 7013-750-6469
Fax: 703-317-2311

Ameren Energy Inc.          Guarantee                $1,000,000
as agent for Union
Electric Company
400 S. 4th St.
St. Louis, MO 63102
Attn: Amanda Kenly
Tel: 314-613-9086
Fax: 314-613-9006

Detroit Edison Company      Guarantee                $1,000,000
101 N. Main Street
Suite 300
Ann Arbor, MI 48104
Attn: Contract Administration
Tel: 734-887-2048
Fax: 734-887-2056

Hydro-Quebec                Guarantee                $1,000,000
345 Rouser Road
Corapolis, PA 15108
Attn: Don Addison
Tel: 412-262-2648 ext. 228
Fax: 514-289-4075

Madison Gas & Electric Corp.  Guarantee              $1,000,000
133 South Blair Street
Madison, WI 53703
Attn: Ken Frasetto
Tel: 608-252-4723
Fax: 608-252-4794

ProLiance Energy, Inc.      Guarantee                $1,000,000
111 Monument Circle
Suite 2200
Indianapolis, IN 46204
Attn: Francis Turner
Tel: 317-231-6862
Fax: 317-231-6900

Tennessee Valley Authority  Guarantee                $1,000,000
400 W. Summit Hill Dr.
Knoxville, TN 37901-5500
Attn: Steve Watson
Tel: 423-751-6180
Fax: 423-751-3387

Tractebel Energy            Guarantee                $1,000,000
Marketing, Inc.
1177 West Loop South
Suite 800
Houston, TX 77027
Attn: James Rhodes
Tel: 713-350-1781
Fax: 713-548-5151

Transcontinental Gas Pipe   Guarantee                $1,000,000
  Line Corp. (Transco)
Treasury, Level 16
2800 Post Oak Blvd.
Houston, TX 77056
Attn: Heather Land
Tel: 713-215-2529
Fax: 713-215-3648

Global Venture Capital      Guarantee                  $931,600
Co. Ltd.
c/o Hsin Yu Energy Devt. Co.
as Sellers Representative
6F1, 39 Chi Nan Rd Section 2
Chungcheng Dist.
Taipei City
Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

Mannings International Inc.  Guarantee                 $882,192
c/o Hsin Yu Energy Devt. Co.
as Sellers Representative
6F1, 39 Chi Nan Rd Section 2
Chungcheng Dist.
Taipei City
Taiwan 100
Tel: 2-23971551
Fax: 2-23979747

New York State Dept. of     Trade Debt                 $835,438
Environmental Conservation
625 Broadway
Albany, NY 12233
Attn: Legal Department
Tel: 518-474-2121
fax: 518-402-9023

American Commercial         Trade Debt                 $803,322
Barge Line LLC
701 East Market Street
Jeffersonville, IN 47130
Attn: Mike Hagan
SVP of Sales & Marketing
Tel: 812-867-5253
Fax: 812-288-0227


NRG ENERGY: Files Reorganization Plan along with Ch. 11 Petition
----------------------------------------------------------------
Xcel Energy's (NYSE:XEL) wholly-owned subsidiary, NRG Energy,
Inc., and certain of NRG's U.S. affiliates filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code to restructure their debt. Neither Xcel Energy
nor any of Xcel Energy's other subsidiaries were included in the
filing.

NRG's filing included its Plan of Reorganization. The plan
incorporates the terms of an overall settlement previously
announced among NRG, Xcel Energy and members of NRG's major
creditor constituencies that provides for payments by Xcel
Energy to NRG and its creditors of up to $752 million. A plan
support agreement reflecting the settlement has been signed by
Xcel Energy, NRG, holders of approximately 40% in principal
amount of NRG's long-term notes and bonds along with two NRG
banks who serve as co-chairs of the Global Steering Committee
for the NRG bank lenders. This agreement will become fully
effective upon execution by holders of approximately an
additional ten percent in principal amount of NRG's long-term
notes and bonds and by a majority of NRG bank lenders
representing at least two-thirds in principal amount of NRG's
bank debt. Xcel Energy expects the requisite signatures will be
obtained promptly.

"I believe that this is a very positive step for Xcel Energy and
its shareholders," said Wayne Brunetti, chairman, president and
chief executive officer of Xcel Energy. "This is the latest step
in NRG's restructuring process, which was started last year, and
will provide significant benefits, many of which I have
discussed in the past."

--  It reduces the risks and uncertainty surrounding NRG, which
    have negatively affected Xcel Energy's stock price. Although
    no one can predict with certainty the outcome of a Chapter
    11 proceeding, we believe the settlement contains terms that
    greatly reduce our exposure to any material claims.

--  The settlement payments of up to $752 million by Xcel Energy
    should not require the issuance of additional equity. We
    expect to finance the settlement with cash-on-hand at the
    Xcel Energy holding company level and with funds from the
    tax benefit associated with the write-off of our investment
    in NRG.

--  It will free our management to concentrate its energies on
    running our core utility business and restoring our
    financial strength.

--  It will improve our financial structure. Following NRG's
    Chapter 11 filing, Xcel Energy ceased including NRG as a
    consolidated subsidiary in its financial statements and
    instead will report NRG under the equity method. This change
    will result in Xcel Energy's common equity as a percentage
    of its capitalization increasing to approximately 40%. In
    fact, we hope this could pave the way for a potential
    upgrade of the credit ratings of our operating utilities and
    the Xcel Energy holding company.

The terms of the settlement with NRG's major creditors are
basically the same as the terms of the tentative settlement
reported on March 26, 2003. $350 million would be paid at or
shortly following the effective date of the NRG Plan of
Reorganization. It is expected that this $350 million payment
would be made prior to year-end 2003. An additional $50 million
would be paid on January 1, 2004, and all or any part of such
payment could be made, at Xcel Energy's election, in Xcel Energy
common stock. Up to $352 million would be paid in the second
quarter of 2004.

Consummation of the settlement is contingent upon, among other
things, the following:

--  The effective date of the NRG Plan of Reorganization
    occurring on or prior to December 15, 2003;

--  The final Plan of Reorganization approved by the Bankruptcy
    Court and related documents containing terms satisfactory to
    Xcel Energy, NRG and various groups of the NRG creditors;

--  The receipt of releases in favor of Xcel Energy from holders
    of at least 85 percent of the general unsecured claims held
    by NRG's creditors; and

--  The receipt by Xcel Energy of all necessary regulatory and
    other approvals.

"Since many of the required conditions are not within Xcel
Energy's control, we cannot state with certainty that the
settlement will be effectuated." Brunetti said. "Nevertheless, I
am optimistic at this time that the settlement will be
implemented."

"The actions [Wednes]day, along with the improvement of our
common equity ratio, should also enhance our chances of
obtaining the requisite waiver from the SEC to permit us to
declare and pay the dividend that we wanted to declare in
March." The operating and impairment losses at NRG over the past
12 months have caused significant reductions in Xcel Energy's
retained earnings. Under the Public Utility Holding Company Act,
a registered holding company, such as Xcel Energy, cannot
declare or pay a dividend when retained earnings are less than
the prospective dividend, unless the company receives a waiver
from the SEC. In December 2002, Xcel Energy applied to the SEC
for the necessary waiver permitting Xcel Energy to declare and
pay dividends in the event of negative retained earnings.
However, at this time, the SEC has not ruled on the request.

NRG filed its voluntary petitions in the United States
Bankruptcy Court for the Southern District of New York. As of
December 31, 2002, NRG had consolidated companywide (filing and
nonfiling entities combined) assets of $10.9 billion and
liabilities of $11.6 billion. None of NRG's operations outside
the U.S. are included in the filing. A complete list of the
entities included in the filing is available on NRG's Web site
http://www.nrgenergy.com


NUEVO ENERGY: Reports Significantly Higher First Quarter Results
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) reported net income of $25.7
million in the first quarter 2003, an increase of $24.2 million
from the first quarter 2002. The significantly increased
earnings were the result of increased natural gas production and
higher commodity prices. In the first quarter 2003 we had income
from discontinued operations of $4.6 million and income from the
adoption of a new accounting principle, SFAS No. 143, of $8.5
million. Income from continuing operations was $12.7 million in
the first quarter 2003 compared to $0.4 million in the same
period in 2002. Net cash provided by operating activities was
$47.1 million in the first quarter 2003 compared to $19.6
million in the same period in 2002. Discretionary cash flow of
$44.3 million in the first quarter 2003, increased $20.7 million
from $23.6 million in the first quarter 2002.

"We delivered another quarter of strong financial results by
maintaining a disciplined operating strategy while benefiting
from high commodity prices," commented Jim Payne, Chairman,
President and CEO. "The turnaround at Nuevo is clearly visible
in our improved financial results and stronger balance sheet.
The sale of $70 million of non-core assets in the first quarter
2003 combined with the generation of free cash flow enabled us
to repay all outstanding bank debt and report about $74 million
of cash on the balance sheet. Free cash flow from operations
combined with proceeds from additional non-core asset sales will
enable us to continue to deleverage our balance sheet."

                    Production and Prices

Total production from continuing operations in the first quarter
2003 was 48.7 thousand barrels of oil equivalent (MBOE) per day
compared to 47.4 MBOE per day in the comparable period in 2002.
Production from our discontinued operations and assets held for
sale was 3.3 MBOE per day in the first quarter 2003 and 5.1 MBOE
per day in the first quarter 2002. Crude oil production of 42.1
thousand barrels (MBbls) per day was slightly lower than 42.7
MBbls per day in the comparable period in 2002 due to lower
production offshore California which was caused by mechanical
downtime. The realized crude oil price (after hedging) increased
28% to $21.83 per barrel in the first quarter 2003 versus $16.99
per barrel in the year ago period. Oil hedging losses for the
2003 quarter were $3.68 per barrel as compared to a hedging gain
of $1.22 per barrel in the first quarter 2002.

Nuevo's first quarter 2003 natural gas production increased 39%
to 39.4 million cubic feet (MMcf) per day from 28.4 MMcf per day
in the first quarter 2002 due to production from our September
2002 West Texas acquisition which more than offset operational
downtime and normal field declines in California. Nuevo's
realized natural gas price increased 94% to $4.32 per thousand
cubic feet (Mcf) in the first quarter 2003 compared to $2.23 per
Mcf in the year ago period. Gas hedging losses in the first
quarter 2003 were $0.48 per Mcf. No gas was hedged in the 2002
period.

                       Costs and Expenses

Total costs and expenses in the first quarter 2003 were $65.3
million, including steam costs of $11.8 million. Excluding steam
costs, total costs and expenses remained relatively flat at
$53.5 million in the first quarter 2003 versus $52.3 million in
the comparable period in 2002. The price of natural gas used in
our California thermal operations increased 85% from the first
quarter 2002. Excluding the gas cost, lease operating expense
was $27.5 million in the first quarter 2003 versus $27.9 million
in the comparable period in 2002. DD&A was flat quarter-over-
quarter including the accretion of discount as required by SFAS
No. 143 in the first quarter 2003. General and administrative
costs were $6.7 million in the first quarter 2003 versus $6.1
million in the same period in 2002 due to the timing of expenses
and severance costs. Interest expense was $9.3 million in the
first quarter 2003, an increase of $0.3 million compared to the
year ago period due to a lower amount of interest rate swaps
year-over-year.

                      Capital Expenditures

Capital expenditures in the first quarter 2003 were $16.9
million, primarily spent on our Cymric, Belridge and Pakenham
fields. Our 2003 capital program will be in the range of $65 -
$70 million.

                          Balance Sheet

In the first quarter 2003, Nuevo received cash proceeds from the
sale of the Brea-Olinda and Union Island Fields, repaid the
outstanding bank debt of $28.7 million and had $73.8 million of
cash at March 31, 2003. At the end of the first quarter 2003,
Nuevo's debt to capital ratio as defined in our credit agreement
declined to 53% compared to 62% in the comparable period in
2002. The fixed charge coverage ratio improved to 4.1 times in
the first quarter 2003 from 2.4 times in the first quarter 2002.
On April 15, 2003, Nuevo redeemed the remaining $2.4 million of
9.5% senior subordinated notes due in 2006.

As of March 31, 2003, Nuevo had assets held for sale with a book
value of approximately $48.4 million related to certain
California real estate and a non-core oil field.

                      Financial Guidance

The second quarter 2003 and year 2003 financial and operating
guidance is provided in a separate press release and will be
posted on our web site.

Nuevo Energy Company is a Houston, Texas-based Company primarily
engaged in the acquisition, exploitation, development,
exploration and production of crude oil and natural gas. Nuevo's
domestic producing properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international producing property is located offshore the
Republic of Congo in West Africa. To learn more about Nuevo,
refer to the Company's internet site at
http://www.nuevoenergy.com

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings for independent oil and gas company
Nuevo Energy Co., to 'BB-' from 'BB', and removed the ratings
from CreditWatch where they were placed on September 20, 2002.
The outlook is stable.


ODETICS INC: Fails to Maintain Nasdaq Continued Listing Criteria
----------------------------------------------------------------
Odetics Inc. (Nasdaq:ODETA) has received a Nasdaq Staff
Determination that it has not maintained compliance with the
continued listing criteria set forth in Marketplace Rule
4310(C)(4) and 4310(C)(13), and that its Class A common stock is
subject to delisting from the Nasdaq SmallCap Market.

Odetics has requested a hearing before a Nasdaq Listing
Qualifications Panel to appeal the Staff Determination. Nasdaq
is required to grant Odetics a hearing within 45 days of
receiving the request, and Odetics' listing status will not
change until a final determination has been issued by the Panel
following the hearing.

Odetics believes it is currently in compliance with all other
continued listing requirements. There can be no assurance that
the panel will grant the company's request for continued listing
on the Nasdaq SmallCap Market.

If the company is unsuccessful in its appeal, the company
believes its Class A common stock will be eligible for quotation
on the OTC Bulletin Board.

Odetics products address the management needs of the
transportation, defense, and security industries. Odetics is a
market leader for video-based sensors used for surface
transportation and is a developer of integrated systems for
facility security and trace detection of dangerous chemicals and
explosives. Odetics has headquarters in Anaheim. For more
information on the Company, visit http://www.odetics.com

                         *     *     *

             Liquidity and Going Concern Uncertainty

In its SEC Form 10-Q for the period ended December 31, 2002, the
Company stated:

"During the nine months ended December 31, 2002, we used $4.3
million of cash to fund our operations. Operating cash flow
reflects our net loss of $4.8 million increased for non-cash
gains of $640,000 related to the sale of our real estate assets,
and a $2.3 million decrease in working capital, offset by non-
cash charges of $3.0 million related to the minority interest in
our Iteris subsidiary and $1.2 million for depreciation and
amortization. As of December 31, 2002, we had cash and cash
equivalents of $645,000.

"In May 2002, we completed the sale and leaseback of our
Anaheim, California facilities for an aggregate sale price of
$22.6 million. Approximately $16.4 million of the proceeds from
this sale were used to repay the outstanding indebtedness under
a 2001 promissory note, which was secured by a first deed of
trust on our Anaheim facilities. In connection with the sale and
leaseback, we pledged cash of $3.0 million to secure our
obligations under the lease. The pledged amounts will be
released to us based upon our continued compliance with
financial covenants and performance under the lease. The balance
of the proceeds from this sale was used for general working
capital purposes. We committed to lease one of the two buildings
on this property for a period of ten years, and to lease the
other building for a period of 30 months.

"We expect that our operations will continue to use net cash at
least through the end of fiscal 2003. We also expect to have an
ongoing need to raise cash by securing additional debt or equity
financing, or by divesting certain assets to fund our operations
until we return to profitability and positive operating cash
flows. However, we cannot be certain that we will be able to
secure additional debt or equity financing or divest of certain
assets on terms acceptable to us, on a timely basis, or at all.
Our future cash requirements will be highly dependent upon our
ability to control expenses, as well as the successful execution
of the revenue plans by each of our business units. As a result,
any projections of future cash requirements and cash flows are
subject to substantial uncertainty.

"These conditions, together with our recurring operating losses,
raise substantial doubt about our ability to continue as a going
concern. Our consolidated financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or liabilities that
may result from the outcome of this uncertainty."


OHIO CASUALTY: S&P Assigns Three Low-B Preliminary Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
senior unsecured debt, 'B+' subordinated debt, and 'B' preferred
stock ratings to Ohio Casualty Corp.'s $500 million universal
shelf registration filed May 8, 2003.

The ratings assignments are based on the counterparty credit and
financial strength ratings on Ohio Casualty and its insurance
subsidiaries, which Standard & Poor's affirmed on April 30,
2003. "The ratings reflect the group's adequate business
position, improved strategic focus, good investment strategy,
and improved financial flexibility at the holding company
level," said Standard & Poor's credit analyst John Iten.
Partially offsetting these factors are the slower-than-expected
improvements to operating performance since the implementation
of its new strategic plan in 2001, modestly declining premium
volume because of continued restructuring and reunderwriting
actions, lower-than-expected capital adequacy at the operating
level, and continued high expense structure.

This shelf registration will replace an existing $300 million
senior unsecured/subordinated debt shelf filing. Management has
no current plans to issue any securities under the shelf. The
shelf will provide the company with the flexibility to issue a
variety of securities, including equity. Financial leverage, as
measured by the ratio of debt to capital (debt plus shareholders
equity) as of year-end 2002 was low at 16%. Interest coverage
improved to 2.9x in 2002 from a negative ratio in 2001. Standard
& Poor's expects holding company capitalization to remain
conservative for the rating category.


ON SEMICONDUCTOR: Issuing $200 Million of 12% Sr. Secured Notes
---------------------------------------------------------------
ON Semiconductor Corporation is offering $200,000,000 aggregate
principal amount of 12% Senior Secured Notes due 2010. The form
and terms of the exchange notes are the same as the form and
terms of the initial notes, except that the offering and
distribution of the exchange notes have been registered under
the Securities Act. Therefore, the exchange notes will not bear
legends restricting their transfer and will not be entitled to
registration under the Securities Act.

The exchange notes will evidence the same debt as the initial
notes and both the initial notes and the exchange notes are
governed by the same indenture dated March 3, 2003.

   Maturity:   March 15, 2010.

   Interest
   and
   Payment
   Dates:      March 15 and September 15 of each year,
               commencing on September 15, 2003. Each note
               issued will accrue interest at a rate of 12% per
               annum from the last interest payment date on
               which interest was paid on the initial notes
               surrendered in exchange or, if no interest has
               been paid on the initial notes, from the date of
               the original issue of the notes.

   Exchange
   Note
   Guarantees: Some of ON's subsidiaries will guarantee the
               exchange notes. If ON cannot make payments on the
               exchange notes when they are due, the guarantor
               subsidiaries are obligated to make them.

   Collateral: The exchange notes and the guarantees will be
               secured by a lien equally and ratably with all
               secured debt outstanding under ON's senior bank
               facilities. The liens will constitute first-
               priority liens on the capital stock or other
               equity interests of domestic subsidiaries, 65% of
               the capital stock or other equity interests of
               first-tier foreign subsidiaries and substantially
               all of the other assets, in each case that are
               held by ON Semiconductor or any of the
               guarantors. The lenders under ON's senior bank
               facilities and certain other indebtedness will
               benefit from first-priority liens on the
               collateral. Under certain circumstances,
               collateral may be released without the consent of
               the holders of the exchange notes.

   Collateral
   Sharing
   Agreement:  Pursuant to a collateral sharing agreement, the
               liens securing the exchange notes will be first-
               priority liens that are equal and ratable with
               all liens that secure (1) obligations under ON's
               senior bank facilities, (2) certain other future
               indebtedness permitted to be incurred under the
               indenture governing the notes and (3) certain
               obligations under ON's hedging, foreign exchange
               and cash management services arrangements. Such
               liens will be evidenced by security documents for
               the benefit of the holders of the notes, the
               lenders under the senior bank facilities and the
               holders of certain other future indebtedness and
               obligations. In certain circumstances, the
               release of the first-priority liens upon any
               collateral approved by the lenders under the
               senior bank facilities will also release the
               first-priority liens securing the notes on the
               same collateral. So long as the senior bank
               facilities or other future indebtedness or
               obligations secured by first-priority liens in
               the collateral are outstanding, the agent for
               such lenders may enter into amendments or waivers
               of the security documents that are not materially
               adverse to the holders of the exchange notes.

ON Semiconductor offers an extensive portfolio of power- and
data-management semiconductors and standard semiconductor
components that address the design needs of today's
sophisticated electronic products, appliances and automobiles.
For more information visit ON Semiconductor's Web site at
http://www.onsemi.com

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's assigned its 'B' rating to the
planned sale by ON Semiconductor Corp., (B/Negative/--) of
$200 million of Rule 144a senior secured notes due 2010.
Proceeds of the note issue will be used to prepay bank debt.
Other ratings were affirmed.

The Phoenix, Arizona-based maker of commodity semiconductors had
debt of $1.6 billion, including capitalized operating leases, at
December 31, 2002.

"ON's financial profile, although improving, remains marginal
for the rating level," said Standard & Poor's credit analyst
Bruce Hyman. "If debt-protection measures do not continue to
improve in coming quarters, the ratings could be lowered."


OTTAWA SENATORS: Preliminary Injunction Hearing Set for Aug. 14
---------------------------------------------------------------
On April 23, 2003, the U.S. Bankruptcy Court for the Southern
District of New York extended the Preliminary Injunction
accorded to Ottawa Senators Hockey Club Corporation and its
affiliates protected from creditors in a Section 304 proceeding
while restructuring in Canada. The Preliminary injunction will
remain in effect pending a hearing to consider the continuation
of the Preliminary Injunction set for August 14, 2003, at 10:00
a.m., before the Honorable Burton R. Lifland.

Objections, if any, to the continuation of the Preliminary
Injunction must be received by the Court on or before
August 7, 2003. Copies must also be served on:

        i. Counsel for the Senators
           Neal D. Colton, Esq.
           Cozen O'Connor
           1900 Market Street
           Philadelphia, PA 19103

               -and-

           Jerold N. Poslusny, Jr., Esq.
           Cozen O'Connor
           Liberty View, Suite 300
           457 Haddonfield Road
           Cherry Hill, New Jersey 08002

       ii. The Senators' Canadian Counsel
           Stanley Kershman, Esq.
           Paul Kane, Esq.
           Perley-Robertson, Hill & McDougall LLP
           90 Sparks Street, Suite 400
           Ottawa, Ontario KIPIE2

      iii. Counsel to PwC in its Capacity as Monitor
           Marc Jolicoeur, Esq.
           John D. O'Toole, Esq.
           Borden, Ladner Gervais, LLP
           1100-100 Queen Street
           Ottawa, Ontario KIP IJ9
           Canada

The Ottawa Senators filed a Section 304 Petition on Jan. 19,
2003, (Bankr. S.D.N.Y. Case No. 03-10312). Neal D. Colton, Esq.
and Jerold N. Poslusny, Jr., Esq. at Cozen O'Connor represent
the Petitioners.


PAC-WEST TELECOMM: Launches Dial Broadband Service to ISPs
----------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced the launch of its Dial
Broadband solution, a new service that enables Internet service
providers to offer their dial-up subscribers 2 to 3 times faster
web surfing at dial-up prices.

Targeted at ISPs that offer dial-up Internet access in
California, Dial Broadband is a content optimizing and
acceleration solution that nearly triples the speed of web
content delivery over an end-user's dial-up connection by
reshaping, reformatting, compressing, and caching content.
Unlike expensive broadband technologies, such as DSL, cable, and
wireless, Dial Broadband is comparable in price to traditional
dial-up access, available everywhere in California that dial-up
is available, and network-based, which means there is no
additional software or equipment to install on either the ISP or
end-user's end.

Wayne Bell, Pac-West's Vice President of Marketing and Service
Provider Sales, said, "Pac-West is continually looking for new
ways to help our ISP customers grow their business and enhance
their subscribers' dial-up experience. The ability to deliver
near broadband speeds at dial-up prices will help our ISPs
increase their margin per subscriber, reduce churn, gain market
share, and differentiate their service packages."

Bell continues, "Traditional dial-up Internet access has
tremendous cost and availability advantages over current
broadband offerings. Its single competitive weakness has been
speed. With Dial Broadband, Pac-West is able to offer 2 to 3
times faster web surfing over existing telephone wires with no
additional hardware or software requirements for ISPs or their
end-users. Dial Broadband bridges the gap between traditional
dial-up and DSL, cable, and wireless at a fraction of the cost."

In an October 2002 Morgan Stanley report, it was estimated that
49% of all U.S. households have Internet access and 76% of those
households use dial-up, confirming the huge addressable market
for a solution like Dial Broadband. ISPs are aggressively trying
to protect their dial-up subscriber base and increase their
margin per subscriber with value-added services, which is what
makes Dial Broadband so appealing. Dial Broadband is an easy to
use, low-cost solution for dial-up users who spend a lot of time
web surfing and either do not want to pay $30-50+ per month for
DSL, wireless, or cable access, or live in an area where these
services are not available.

Edward Dooling, Sales Manager for Red Shift, one of the first
ISPs to sign-up for Dial Broadband, said, "Dial Broadband offers
Red Shift a profitable solution for meeting the needs of a large
segment of our dial-up subscriber base that want faster delivery
of web content, but either don't qualify for, or don't want to
pay the higher costs for DSL or wireless broadband access."

Hank Carabelli, Pac-West's current President and successor to
the CEO position in July of this year, said, "Dial Broadband is
another example of how competition in the telecommunications
industry drives innovation, service, and competitive pricing. As
part of our commitment to delivering Five-Star Customer Service,
Pac-West is focused on listening to our customers, understanding
their needs, and meeting and exceeding their expectations. Dial
Broadband is our answer to ISPs looking to deliver unique value
to their subscribers."

Carabelli continues, "Dial Broadband is the right solution at
the right time, especially in light of the recent FCC order that
phases out the 'Line Sharing' policy over the next three years,
a policy which requires the Bells to provide their existing
copper phone lines to DSL providers. We believe the FCC's
decision to eliminate Line Sharing could drive up consumer DSL
prices, making Dial Broadband even more compelling. In addition,
unlike DSL, there's no network build out required-Dial Broadband
is available today to millions of end-users throughout Pac-
West's comprehensive California footprint."

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

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

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


PACKAGED ICE: Ratings on Watch Developing over Planned Merger
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and senior unsecured debt ratings on Packaged Ice Inc. on
CreditWatch with developing implications.

Dallas, Texas-based Packaged Ice had about $366 million of debt
and preferred stock outstanding at March 31, 2003.

The CreditWatch placement follows Packaged Ice's recent
announcement that it has entered into a merger agreement with a
new entity to be formed by Trimaran Capital Partners and Bear
Stearns Merchant Banking. The proposed merger is valued at
approximately $450 million and involves the redemption of the
company's outstanding 9_% senior unsecured notes and 10%
preferred stock.

Developing implications means that the ratings could be raised,
affirmed, or lowered following Standard & Poor's review of the
company's capital structure and financial policies after the
transaction.

"The corporate credit rating could be raised if the proposed
transaction improves the company's financial profile," said
Standard & Poor's credit analyst Nicole Delz Lynch. In addition,
the senior unsecured debt rating would be withdrawn upon the
successful redemption of the senior unsecured notes.

However, Packaged Ice's ratings could still be lowered if the
proposed merger is not completed, because the company's credit
protection measures have remained weak. Moreover, during the
next two years the company needs to address the refinancing of
its financial obligations, which include: A $50 million term
loan due October 2004; $255 million senior in unsecured notes
due February 2005; and $42 million (as of March 31, 2003) of
preferred stock that is mandatorily redeemable in April 2005.

Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's future capital
structure and financial policies before resolving the
CreditWatch listing.

Packaged Ice is a leading manufacturer and distributor of
packaged ice, serving approximately 73,000 customer locations in
31 states and the District of Columbia.


PG&E CORP: First Quarter Results Swing-Down to $354M in Net Loss
----------------------------------------------------------------
PG&E Corporation (NYSE: PCG) reported a total net loss of $354
million for the first quarter of 2003, compared with total net
income of $631 million for the first quarter of 2002.  Reported
results for the first quarter primarily reflect ongoing
restructuring measures at PG&E National Energy Group, and
headroom at Pacific Gas and Electric Company, which appears as a
charge because generation-related costs were greater than
generation-related revenues for the quarter.  Reported results
also include incremental interest costs and bankruptcy costs
associated with the California energy crisis.

Earnings from operations for PG&E Corporation and Pacific Gas
and Electric Company on a consolidated basis were $172 million,
or $0.45 per share, for the first quarter, compared with $183
million, or $0.50 per share for the same quarter last year.

Earnings from operations are presented for PG&E Corporation and
Pacific Gas and Electric Company only, and exclude certain
income and expenses that are included in results based on
generally accepted accounting principles, or GAAP.  Earnings
from operations exclude headroom at Pacific Gas and Electric
Company, and various non-operating items at the utility and the
Corporation which are reflected on the attachment as "Items
Impacting Comparability."

At the utility, charges for generation-related costs in excess
of generation-related revenues were $181 million, or $0.47 per
share, compared with income due to generation-related revenues
in excess of generation-related costs of $176 million, or $0.48
per share, in the first quarter of 2002. (Headroom, the
difference between generation-related revenues and generation-
related costs, is lowest in the first quarter historically, and
is forecast to be positive for the full year 2003.)

The utility's first quarter generation-related costs were higher
due to DWR bond charges, a change in the methodology for
calculating remittances to the California Department of Water
Resources, and the need to purchase more power from outside
sources while maintenance was conducted at Diablo Canyon Nuclear
Power Plant. Generation-related revenues were lower as a result
of lower demand stemming from mild weather and seasonal rates,
which are lower in winter.

Items impacting comparability at the Corporation and Pacific Gas
and Electric Company also include incremental interest costs of
$71 million, or $0.19 per share, and Chapter 11 costs of $21
million, or $0.05 per share, generally consisting of external
legal and financial advisory fees.  These costs were partially
offset by a net gain of $8 million, or $0.02 per share,
reflecting the reversal of previously reserved costs for
involuntary terminations of gas transportation hedges at Pacific
Gas and Electric Company.

The Corporation's quarterly report on Form 10-Q, to be filed
today, also discloses the earnings impact of accounting for
stock options if the company were to record them as an expense.
For the first quarter of 2003, accounting for stock options as
an expense would have reduced earnings by $0.01 per share.

               PACIFIC GAS AND ELECTRIC COMPANY

Not including headroom, the Corporation's California utility
business, Pacific Gas and Electric Company, contributed $171
million, or $0.45 per share, to earnings from operations for the
quarter, compared with $160 million, or $0.44 per share, for the
same quarter last year.

Operational performance in Pacific Gas and Electric Company's
businesses remained solid, as the utility team continued to
deliver safe, reliable electric and gas service.  Additionally,
during the first quarter the utility continued to operate with
the lowest system-wide average electric rates among the state's
three largest investor-owned utilities.

Among the utility's accomplishments last quarter was the
establishment of a new suite of services, known as the Safety
Net program, designed to help customers prepare for and recover
from power outages caused by storms and other natural and man-
made disasters.

Pacific Gas and Electric Company also recently received several
awards for environmental accomplishments, including the U.S.
Environmental Protection Agency's Climate Protection Award for
leadership and achievements in reducing greenhouse gases, two
National Hydropower Association Awards for Outstanding
Stewardship of America's Rivers, and its ninth consecutive Tree
Line USA Award for stewardship of urban forests and tree
trimming practices.

In the utility's Chapter 11 case, Pacific Gas and Electric
Company currently is participating in a judicially supervised
settlement conference. The settlement conference began in March,
and the Bankruptcy Court issued an order staying nearly all
proceedings in the confirmation trial until May 12, 2003.  On
April 23, 2003, the Bankruptcy Court extended this stay for an
additional 30 days.  A status conference for the confirmation
trial is scheduled for June 16, 2003.

                    PG&E NATIONAL ENERGY GROUP

PG&E Corporation's national wholesale energy business, PG&E
National Energy Group, reported a net loss of $261 million, or
$0.69 per share, for the first quarter of this year, compared
with net income of $37 million, or $0.10 per share, for the same
quarter last year.

PG&E NEG completed additional restructuring steps during the
first quarter, as well.  Specifically, it sold its Energy
Trading Canada operation, reached agreement with lenders to
extend the transfer date of the GenHoldings facilities until
June 30, and reached an agreement now being documented with the
Shaw Group to resolve all pending disputes among Shaw and PG&E
NEG and various of its subsidiaries regarding the Harquahala and
Covert power plants. PG&E NEG also continued reducing its energy
trading operations.

PG&E NEG continued to work with lenders and bondholders during
the first quarter to explore options for restructuring that
business.  However, no agreement has been reached yet, and there
can be no assurance that an agreement will be reached.

While PG&E NEG and its creditors continue efforts to reach an
agreement, PG&E NEG has determined that any restructuring of
PG&E NEG would be implemented through a Chapter 11 proceeding,
whether or not the restructuring is the result of an agreement
between the company and creditors, and whether or not PG&E
Corporation would retain ownership of PG&E NEG.

                         2003 GUIDANCE

PG&E Corporation is reaffirming its earnings guidance for 2003.
Estimated 2003 earnings from operations for PG&E Corporation and
Pacific Gas and Electric Company remain at $1.90 - $2.00 per
share, not including headroom.

PG&E Corporation presents results and guidance on an "earnings
from operations" basis in order to provide investors with a
measure that reflects the underlying financial performance of
the business and offers investors a basis on which to compare
performance from one period to another, exclusive of items that,
in management's judgment, are not reflective of the normal
course of operations.  Earnings from operations is not a
substitute or alternative for total net income presented in
accordance with generally accepted accounting principles.

The estimated range for total reported earnings for 2003 for
PG&E Corporation and Pacific Gas and Electric Company combined -
- which includes the estimated range for total headroom and
estimates for items impacting comparability -- is $1.40 - $1.85
per share.  Guidance estimates do not include PG&E National
Energy Group. The attachment to this news release reconciles
estimated earnings from operations with total reported earnings.


PROBEX: U.S. Trustee Sets Section 341 Meeting for June 11, 2003
---------------------------------------------------------------
The United States Trustee for the Northern District of Texas
will convene a meeting of creditors of Probex Corp. on
June 11, 2003, at 8:30 a.m. to be held at the Trustee's office
located at 1100 Commerce Street, Room 524, Dallas, Texas 75242.
This is the first meeting of creditors as required pursuant to
Section 341 of the Bankruptcy Code.

A representative of the Debtor will be examined under oath by
the U.S. Trustee and the creditors about the Debtor's financial
affairs and operations. Attendance by creditors at the Sec. 341
meeting will be welcome but not required. The meeting may be
continued or adjourned without further written notice.

Probex Corp., is a technology-based, renewable resource company
engaged in the commercialization of its patented ProTerrar
process. The company filed a chapter 7 petition on May 13, 2003,
(Bankr. N.D. Tex. Case No. 03-34906). G. Michael Curran, Esq.,
at McManemin & Smith represents the Debtor.  Probex estimated
assets of about $1 million to $10 million and estimated debts of
about $10 million to $50 million in its chapter 7 petition.


RAILAMERICA INC: Inks Two Transportation Pacts Valued at $18MM
--------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) announced that its Indiana Southern
Railroad has extended and increased the terms of two existing
transportation contracts for an additional $17.8 million of
revenue.

The ISRR has extended the terms of its two coal transportation
contracts with Hoosier Energy Rural Electric Cooperative, whose
member distribution cooperatives provide much of the power on
which rural Indiana depends. Under the first agreement, the ISRR
will continue to move coal from Black Beauty's Somerville
complex to Merom, Indiana, through December 31, 2010. Annual
carloads moved under the agreement are expected to increase
gradually from 1,500 to 9,000 annually during the period.

The ISRR has amended the terms of its second agreement with
Hoosier Energy to transport coal from Horizon's Kindill 2 Mine
to Merom through December 31, 2006. This year the ISRR expects
to move approximately 2,100 additional carloads from this
contract. Starting in 2004, annual carloads are expected to be
13,000.

Harold Leitze, Hoosier Energy's Department Manager of Fuels,
said "Hoosier Energy has found ISRR to be customer-oriented and
we look forward to continuing our business relationship."

"Indiana Southern is delighted to strengthen its relationship
with Hoosier Energy, whose coal shipments to Merom Station are a
mainstay of our business," said Charles Fooks, General Manager
at the ISRR. "Our dependable, flexible and cost-effective rail
transportation is reflected by our high customer loyalty and we
continue to win business based on our personalized shipping
solutions."

The ISRR, based in Petersburg, Indiana, operates 176 miles of
rail line just south of Indianapolis to Evansville, Indiana. The
railroad, which moves approximately 66,000 carloads of coal,
farm products and chemicals annually, interchanges traffic with
partners Indiana Rail Road, CSX, Norfolk Southern and Canadian
Pacific. RailAmerica acquired the ISRR in early 2000 as part of
the RailTex, Inc. acquisition.

RailAmerica, Inc. (NYSE: RRA) is the world's largest short line
and regional railroad operator with 49 railroads operating
approximately 12,900 miles in the United States, Canada,
Australia and Chile. In Australia and Argentina, an additional
4,300 miles are operated under track access arrangements. The
Company is a member of the Russell 2000(R) Index.
http://www.railamerica.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its long-term corporate credit rating on
RailAmerica Inc., citing the rail operator's improved financial
flexibility. The senior secured debt rating was raised to 'BB'
from 'BB-', and the subordinated debt rating was raised to 'B'
from 'B-'. Standard & Poor's also assigned its 'BB' rating to
$475 million in senior secured credit facilities issued by
RailAmerica Transportation Corp. and guaranteed by RailAmerica
Inc. Local and Foreign Currency Ratings are assigned at 'BB-'
and 'BB+' respectively. Ratings outlook is stable.

The rating actions reflected the company's successful expansion
of operations and improved financial profile. Nevertheless, debt
leverage remains elevated, in the 70% debt to capital area, and
management's active acquisition strategy carries potential for
additional debt financing.


RENT-WAY INC: New Debt Spurs S&P to Keep Watch on CCC Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit and senior secured bank loan ratings of Rent-Way Inc. on
CreditWatch with positive implications.

"The CreditWatch placement is based on the company's
announcement that it plans to offer $215 million of senior
secured notes together with a proposed new revolving bank credit
facility," stated Standard & Poor's credit analyst Robert
Lichtenstein.

The proceeds will be used to refinance the company's existing
bank loan that matures in December 2003, eliminating a
significant near-term concern. Moreover, Rent-Way's settlement
of its accounting lawsuit is subject to the bank loan
refinancing by July 31. The Erie, Pennsylvania-based company had
$213 million of debt outstanding as of March 31, 2003.

Upon completion of the deal, Standard & Poor's will raise the
corporate credit rating to 'B+' from 'CCC'. In addition, Rent-
Way Inc.'s proposed $60 million secured bank loan will be
assigned a 'BB-' rating, and its proposed $215 million senior
secured notes will be assigned a 'B-' rating. The outlook will
be stable. The ratings are based on preliminary information and
are subject to review upon final documentation. A material
adverse outcome of the SEC and the U.S. Attorney investigations
are not factored into the rating.

Rent-Way's senior secured notes rating will be rated 'B-', two
notches lower than the corporate credit rating, reflecting a
material amount of secured debt that is better positioned than
the senior notes. Furthermore, the new notes are only secured by
a second priority lien, and are deemed to be disadvantaged
because they lack sufficient asset protection.

The $60 million revolving credit facility will be rated 'BB-',
one notch higher than the corporate credit rating, based on the
strong likelihood of full recovery of principal in the event of
default or bankruptcy. The facility is guaranteed by Rent-Way
and its wholly owned subsidiaries.

Rent-Way is the second-largest operator in the retail rent-to-
own industry. The company faces significant challenges competing
with Rent-A-Center (34% market share versus 10% for Rent-Way), a
firm with far stronger sales, operating margins, and financial
flexibility.


RITE AID CORP: Caps Price of 9.25% Senior Debt Offering
-------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) announced the terms of an
offering of $150 million of its 9.25% senior notes due 2013.
The notes are priced at 98.399% of the principal amount to
achieve a yield to maturity of 9.5%. The transaction is expected
to close on May 20, 2003.

Rite Aid intends to use the net proceeds of the offering to
repay a portion of the term loan under its senior credit
agreement and for general corporate purposes, which may include
capital expenditures and additional repayments or repurchases of
its outstanding indebtedness.

As reported in Troubled Company Reporter's April 25, 2003
edition, Standard & Poor's Ratings Services raised the corporate
credit rating on Rite Aid Corp. and Rite Aid Lease Management
Co. to 'B+' from 'B', and the ratings on the senior secured
second-lien notes to 'B+' from 'B-'.

At the same time, Standard & Poor's assigned its 'BB' rating to
Rite Aid's pending $2.0 billion senior secured credit facility,
which matures in 2008. Concurrently, Standard & Poor's affirmed
its 'B-' rating on senior unsecured notes and its 'CCC+' rating
on Rite Aid's preferred stock. All ratings were removed from
CreditWatch where they were placed April 14, 2003. The outlook
is stable. The Camp Hill, Pennsylvania-based company has $3.8
billion of funded debt as of March 1, 2003.


SEDONA CORP: Board of Directors Elects David R. Vey as Chairman
---------------------------------------------------------------
SEDONA(R) Corporation (OTCBB:SDNA) -- http://www.sedonacorp.com
-- the leading provider of Internet-based Customer Relationship
Management solutions for small and mid-sized financial services
organizations, announced that its' board of directors has named
David R. Vey as Chairman of the Board.

Mr. Vey, who joined the SEDONA board of directors in March 2003,
is President and founder of Vey Development, Inc. since 1983, a
privately held residential and commercial real estate
development company, with primary real estate holdings in
Louisiana and California.

SEDONA President and CEO Marco Emrich commented, "Mr. Vey has a
very successful business history, and brings enthusiasm and
tremendous analytical and fiscal skills to the position of
Chairman. We are very pleased to have David accept this
position, as it further demonstrates his long term commitment to
SEDONA's success."

Mr. Vey commented, "My relationship with SEDONA has evolved from
a public shareholder and private investor into an active
participant in the guidance of the development and growth of the
Company. Each step of this relationship has afforded me the
opportunity to view the Company from many perspectives. The
decision to increase my involvement was confirmed after
personally evaluating the Company's business and technical
strategies and the dedication to excellence of the employees. I
look forward to working with the other board members and
management to aggressively pursue the objectives of SEDONA's
current business plan and all other opportunities necessary for
the continued growth and success of SEDONA and its
shareholders."

SEDONA(R) Corporation (OTCBB:SDNA) is the leading technology and
services provider that delivers Customer Relationship Management
(CRM) solutions specifically tailored for small and mid-sized
financial services businesses such as community banks, credit
unions, insurance companies, and brokerage firms. Utilizing
SEDONA's CRM solutions, financial services companies can
effectively identify, acquire, foster, and retain loyal,
profitable customers.

Leading financial services solution providers such as Fiserv,
Inc., Open Solutions Inc., COCC, Sanchez Computer Associates,
Inc., Financial Services, Inc., and AIG Technologies leverage
SEDONA's CRM technology to offer best-in-market CRM to their own
clients and prospects. SEDONA Corporation is an Advanced Level
Business Partner of IBM(R) Corporation.

For additional information, visit the SEDONA web site at
http://www.sedonacorp.com

As previously reported in the November 22, 2002 edition of
Troubled Company Reporter, SEDONA(R) said it was aggressively
pursuing several alternatives and anticipates this concern will
be resolved. If such funding did not become available on a
timely basis, however, the Board would explore additional
alternatives to preserving value for its creditors and
stockholders which might include a sale of all or part of the
Company or a reorganization or liquidation of the Company.


SENTRY TECHNOLOGY: March 31 Net Capital Deficit Doubles to $940K
----------------------------------------------------------------
Sentry Technology Corporation (OTC Bulletin Board: SKVY)
reported financial results for the Company's first quarter ended
March 31, 2003.

Revenues for the first quarter were $3,574,000, compared to
revenues of $4,742,000 reported in the first quarter of the
prior year. The reduction in revenues is primarily attributable
to the timing of orders received from major customers as well as
the continued weakness in the retail economy. Sentry reported a
net loss of $494,000 in the first quarter of 2003, compared to a
net loss of $350,000 in the first quarter of last year.

In addition, during the first quarter of 2003, Dialoc ID
Holdings B.V. increased their ownership in Sentry to 51% through
the exercise of 4,516,475 shares of newly issued common stock in
accordance with the provisions of a share purchase agreement.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $1 million, and a total shareholders'
equity deficit of about $940,000.

"Efforts are ongoing to raise capital. We are in negotiation
with a potential investment partner to complete a financing
transaction and we continue to work with our suppliers, banker
and landlord to complete the restructuring of Sentry. To date we
have significantly reduced costs and restructured supplier
debt," said Peter L. Murdoch, President and CEO. "The Company's
plan to focus on key customers has largely been successful and
new business is being pursued via a restructured sales team
reporting to Jeff Colthorpe, Director of Sales. Jeff was
previously Director of Sales at Checkpoint Canada."

Sentry Technology Corporation designs, manufactures, sells and
installs a complete line of Radio Frequency and Electro-Magnetic
EAS systems and Closed Circuit Television (CCTV) solutions. The
CCTV product line features SentryVision(R), a proprietary,
patented traveling Surveillance System, including our latest
SmartTrack system. The Company's products are used by retailers
to deter shoplifting and internal theft and by industrial and
institutional customers to protect assets and people. The recent
partnership with Dialoc ID Holdings, B.V. expands the Company's
product offering to include proximity Access Control and Radio
Frequency Identification (RFID) solutions. For further
information, visit the Company's Web site at
http://www.sentrytechnology.com


SHEFFIELD PHARMA.: Mar. 31 Balance Sheet Upside-Down by $16 Mil.
----------------------------------------------------------------
Sheffield Pharmaceuticals, Inc. (Amex: SHM) today announced its
financial results for the first quarter of 2003.  The Company
reported a net loss of $.9 million for the first quarter of 2003
compared to a net loss of $3.1 million for the first quarter of
2002. At March 31, 2003, total assets were $1.2 million, of
which $.2 million was cash and cash equivalents.  The Company's
long-term debt was $10.5 million.

The decreased net loss of $2.2 million for the first quarter of
2003 primarily resulted from higher general and administrative
expenses in the first quarter of 2002 due to expanded business
development activities in the areas of licensing and partnering
of the Company's development products, activities related to
potential acquisitions of complementary pulmonary delivery
technologies and companies, as well as costs associated with the
departure of certain executive officers.  The lower net loss
also reflects lower development expenses related to the
Company's unit dose budesonide product, lower Premaire(R)
development costs as well as reduced formulation work on the
Premaire(R) budesonide product, lower Tempo(TM) development
costs resulting from finalizing the industrialization of the
device in the first half of 2002 for Phase I and II trials and
reduced R&D administrative costs. This is offset by increased
interest expense reflecting higher average borrowing levels in
2003 as compared to 2002.

As of March 31, 2003, the Company had cash and equivalents of
approximately $.2 million and accounts payable and accrued
liabilities of $3.1 million.  Unless the Company is able to
raise significant capital ($1 million to $2.5 million) within
the next 60 days, management believes that it is unlikely that
the Company will be able to meet its obligations as they become
due and to continue as a going concern.  To meet this capital
requirement, the Company is evaluating various financing
alternatives including, but not limited to, private offerings of
the Company's securities, other debt financings, collaboration
and licensing arrangements with other companies, and the sale of
non-strategic assets and/or technologies to third parties.
Should the Company be unable to meet its capital requirement
through one or more of the above-mentioned financing
alternatives, the Company may file for bankruptcy or similar
protection under the Federal Bankruptcy Code and the basis of
presentation of the Company's financial statements will be
adjusted to reflect a liquidation basis of accounting.

Sheffield Pharmaceuticals, Inc. provides innovative, cost-
effective pharmaceutical therapies by combining state-of-the-art
pulmonary drug delivery technologies with existing and emerging
therapeutic agents.  Sheffield is developing a range of products
to treat respiratory and systemic diseases using pressurized
metered dose, solution-based and dry powder inhaler and
formulation technologies, including its proprietary Premaire(R)
Delivery System and Tempo(TM) Inhaler.  Sheffield focuses on
improving clinical outcomes with patient-friendly alternatives
to inconvenient or sub-optimal methods of drug administration.
Investors can learn more about Sheffield Pharmaceuticals on its
Web site at http://www.sheffieldpharm.com

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $5 million, and a total shareholders'
equity deficit of about $16 million.


SPECTRASITE INC: S&P Junks $150MM Senior Unsecured Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured rating to Cary, North Carolina-based tower operator
SpectraSite Inc.'s $150 million senior notes due 2010, to be
issued under Rule 144A, with registration rights. Proceeds will
be used to repay a portion of the company's secured bank
debt.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on SpectraSite and its 'B+' secured bank loan
rating on wholly owned operating subsidiary SpectraSite
Communications Inc. As of March 31, 2003, the company had about
$707 million of total debt outstanding. The outlook is stable.

"The unsecured debt issue is two notches lower than the
corporate credit rating, reflecting the significant
concentration of secured bank debt in the capital structure, at
approximately $560 million, pro forma for pay-down, with
proceeds from this new unsecured debt issue," said credit
analyst Catherine Cosentino.

The tower industry has been plagued in the past few years by
softened tower demand from major wireless carriers. This has
been particularly problematic because tower companies leveraged
their balance sheets in anticipation of rapid growth in tower
co-locations. However, with delays by many wireless carriers in
their expansion of coverage and capacity, the tower sector has
been under significant financial pressures.

The 'B' corporate credit rating reflects the lower relative debt
levels of SpectraSite compared with its rated peers after its
emergence from bankruptcy. As a result, all of the other tower
operators are rated 'B-' or lower. A favorable risk factor is
that wireless companies may have few feasible alternatives to
using SpectraSite's towers: existing tenants might choose to
build their own towers (an expensive undertaking), or lease from
another company, but both could involve major system
reengineering.

Nevertheless, with SpectraSite's average remaining lease
contract life totaling only about three and one-half years
before optional renewals, it faces the potential for some
meaningful falloff in business in a relatively short time.
Moreover, prospects for co-location growth will continue to be
tied to spending by the wireless carriers in the face of
relatively constrained capital markets and continued slowing in
subscriber growth.


SPIEGEL GROUP: Signs-Up Schopf and Weiss as Local Counsel
---------------------------------------------------------
Before the Petition Date, a special committee of Spiegel's Board
of Directors engaged Schopf & Weiss to serve as local counsel in
an ongoing investigation by the U.S. Securities and Exchange
Commission concerning the Debtors' compliance with their
disclosure obligations under the U.S. securities laws and
related matters including any current or future securities
litigation in Chicago.  According to Spiegel Vice President and
General Counsel, Robert Sorensen, Esq., Schopf & Weiss is well
suited for the type of representation because the firm has
become highly knowledgeable concerning the subjects of the
investigation and concerning the Partial Final Judgment.

At this juncture, the Debtors believe that the interruption and
the duplicative cost involved in obtaining substitute counsel to
replace Schopf & Weiss would be detrimental to their estates and
creditors.  Accordingly, Judge Blackshear permits the Debtors to
employ Schopf & Weiss as their special counsel in connection
with the SEC investigation.  Schopf & Weiss is currently serving
as local counsel in the SEC Investigation and is assisting
Sullivan & Cromwell in representing the Debtors in the SEC
Investigation.

For its services, the Debtors will compensate Schopf & Weiss in
accordance with its customary hourly rates:

                Partner                  $235 - 425
                Associate                 145 - 220
                Counsel                   185 - 225
                Legal Assistant           110 - 145

The firm will also be reimbursed for out-of-pocket expenses it
incurs in representing Spiegel.

Schopf & Weiss Partner Paula E. Litt, Esq., attests that, other
than in connection with the SEC Investigation, the firm has no
connection with any of the Debtors' creditors or any other
parties-in-interest or their attorneys.  But Ms. Litt notes that
Schopf & Weiss currently represents JPMorgan Chase Bank and
Credit Suisse First Boston in matters unrelated to the Debtors'
cases and its representation of Spiegel in the SEC
Investigation. JPMorgan and Credit Suisse are the among the
Debtors' unsecured lenders.  Nevertheless, Ms. Litt says, Schopf
& Weiss is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code and has no interest adverse to
the Debtors. (Spiegel Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


TANGIBLE ASSET GALLERIES: Ability to Continue Ops. Uncertain
------------------------------------------------------------
Tangible Asset Galleries Inc. and its wholly owned subsidiary
Superior Galleries, Inc. are primarily wholesalers, retailers
and auctioneers of rare coins, fine art and collectibles. The
Company is based in Beverly Hills, California and operates a
retail sales unit in Newport Beach, California.

The Company has sustained recurring operating losses, negative
cash flows from operations, significant debt that is in default
and callable by the creditor, and has limited working capital.
These items raise substantial doubt about the Company's ability
to continue as a going concern.

The Company has reorganized its structure that includes the
recent appointment of a new chief financial officer and
executive committee comprised of the Company's Chief Executive
Officer, the President of its auction division, and the Chief
Financial Officer. The Executive Committee has been tasked with
streamlining the operations of the Company to return it to a
profitable state with positive cash flows. To assist the
Executive Committee in accomplishing these goals, the Company
has retained the services of an experienced chief executive
officer to act as an advisor to the executive group. His
contract for services is from November 2002 through May 31,
2003. The Company plans to consolidate all operations to one
corporate entity and eliminate duplicative financial and
operational systems to further control and reduce expenditures.
These consolidation plans include the combination of all
operations with the exception of retail rare coins sales
activities to the Beverly Hills location. As of February 24,
2003, all operations that were planned to be consolidated into
the Company's Beverly Hills location were completed. This
operational consolidation will result in the elimination of
duplicated finance, inventory control, administration, marketing
and auction activities at the Newport Beach location. Separate
information systems for operations and finance will be
eliminated as part of the consolidation. Effective January 1,
2003 the Company has out-sourced all payroll, employee benefits
and human resources administration to a professional employer
organization. The Company is exploring opportunities to reduce
its occupancy costs at its Newport Beach location. Both the
liquidation of the art inventory and the consolidation of
operations will reduce related insurance and administrative
costs. With the consolidation of operations executive
management will operate out of one location allowing for
enhanced coordination of all business activities and provide
better control of costs. The operational consolidation will
facilitate the coordination of sales and marketing efforts and
expenditures, as the Company will promote itself as one entity,
rather than its parent and subsidiary.

Through the anticipated liquidation of approximately $1,000,000
in art inventory and the renewed focus on both retail and
wholesale rare coin sales with an emphasis on increased
inventory turns while maintaining solid gross margins,
management anticipates these activities will provide some of the
liquid capital to fund operations.

On February, 14, 2003, the Company completed the sale of
$2,000,000 in Series D stock and converted $700,000 of Series C
stock, an equity instrument with debt-like characteristics into
common stock of the Company. These funds allowed the Company to
reduce interest-bearing debt and provide some working capital
for operations.

Additionally, the Company is attempting to refinance a $2.5
million line of credit that is in default and callable by the
creditor. Although management does not anticipate the creditor
calling the loan, there can be no assurance that this obligation
will not become immediately due. Given the current cash position
of the Company, it would be unable to satisfy this obligation in
cash. The Company has begun preliminary discussions both with
Stanford and the creditor about the potential refinancing of the
line of credit, but there can be no assurance that this
obligation will be able to be refinanced on terms acceptable to
the Company, if at all.


TEMTEX INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: Temtex Industries Inc
             1190 W Oleander Avenue
             Perris, CA 92571

Bankruptcy Case No.: 03-16833

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Temco Fireplace Products Inc.              03-16834

Type of Business: The Debtors are manufacturers of metal
                  fireplace products used in the residential
                  and commercial building and remodeling
                  markets.

Chapter 11 Petition Date: May 2, 2003

Court: Central District of California, Riverside Division

Judge: Meredith A. Jury

Debtors' Counsel: Richard H. Golubow, Esq.
                  Winthrop Couchot Professional Corporation
                  660 Newport Center
                  Drive 4th Floor
                  Newport Beach, CA 92660
                  Tel: 949-720-4100

Total Assets: $8,070,000

Total Debts: $10,384,000

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Terry M. Giles              Unsecured Note            $300,000
4 Heritage Court
Houston, TX 77024
Tel: 713-464-6642

Prominox SA de CV           Trade Debt                $200,000

J.B. Hunt Transport         Trade Debt                $176,817

Leonard King Living Trust   Unsecured Note            $150,000

California Steel Ind.       Trade Debt                $138,948

Matandy Steel & Metal       Trade Debt                $136,270
Products

Continental Machinery       Relocation Services       $134,000
Movers, Inc.

Old Dominion Freight        Trade Debt                $130,565
Line, Inc.

Arter & Hadden LLP          Professional Services      $97,944

Nashville Steel Corp.       Trade Debt                 $87,284

Hutco                       Tennessee Lessor           $71,879

Kent Landsberg              Trade Debt                 $80,105

Dexen Industries, Inc.      Trade Debt                 $97,889

A O Smith Corporation       Trade Debt                 $64,744

Sam Rutherford              Marketing Services         $61,581

Tempwerks, Inc.             Trade Debt                 $59,939

Sunbelt Container, Inc.     Trade Debt                 $57,112

Montigo Del Ray Corp.       Trade Debt                 $56,692

Pacesetter Steel Service    Trade Debt                 $52,920

City of Manchester          Tennessee Property Taxes   $51,560


US AIRWAYS: PSA Pilots Applauds Canadair Aircraft Order
-------------------------------------------------------
Capt. Steven Toothe, chairman of the PSA pilots' unit of the Air
Line Pilots Association, released the following statement in
response to the US Airways Group's Canadair jet order
announcement:

"The pilots of PSA Airlines are pleased with US Airways' plans
to deploy these new jets at our carrier and look forward to
serving our customers with this updated aircraft.  Enhancing our
fleet with this new equipment will ensure that PSA remains a
vital component of US Airways' operation.

"The pilots of PSA, like their fellow pilots at US Airways'
wholly-owned subsidiaries, Piedmont and Allegheny, have worked
hard and contributed significantly to the US Airways Group's
emergence from bankruptcy.  We all made sacrifices with the
hopes that our parent corporation would survive the challenging
times that the airline industry has faced.  We are optimistic
that these new aircraft will lead us to a brighter tomorrow."

US Airways Monday announced orders for 60 Canadair 200 Series,
50-seat aircraft, which are scheduled to be delivered to PSA
Airlines beginning in October 2003. The last aircraft of this
order will be delivered in April 2005.

ALPA represents 66,000 airline pilots at 42 airlines in the U.S.
and Canada.  Visit the ALPA Web site is at http://www.alpa.org


WCI STEEL: Pushing with Cost and Debt Restructuring Initiatives
---------------------------------------------------------------
WCI Steel, Inc., reported a $13.4 million loss in its second
fiscal quarter and that the company was proceeding with a
restructuring of its cost and debt structures to adequately fund
operations and meet capital expenditure needs.

WCI indicated that any such restructuring would need to feature
a reduction in the aggregate principal amount outstanding of its
$300 million Senior Secured Notes, a revised labor agreement and
a significant cash infusion.

WCI has initiated discussions with certain holders of the Senior
Secured Notes and has also held initial meetings with the United
Steelworkers of America to discuss revising its existing labor
agreement. Furthermore, The Renco Group, Inc., WCI's ultimate
parent, has indicated that it is receptive to making the
substantial cash infusion that would be an integral part of any
successful financial restructuring.

WCI also announced that it has retained Jefferies & Company,
Inc., to act as its financial advisor in connection with the
restructuring of its Senior Secured Notes.

WCI President Edward R. Caine stressed that meeting customer
needs was a primary focus of the company's strategic planning
process and will be a top priority during and after the
restructuring.

"We will maintain our strong commitment to customer
satisfaction, providing our customers with value-added services,
including high-quality products delivered on time," Caine said.
"We appreciate their support as we work to make WCI a viable and
financially sound steel supplier."

WCI's total liquidity was $52.5 million as of April 30, 2003,
including $5.6 million in cash and $46.9 million available from
its revolving credit facility. As of April 30, WCI violated a
financial covenant in its revolving credit facility. At this
time, WCI is discussing the granting of a waiver of the covenant
violation with its lenders. WCI, however, will not make the
interest payment due June 1, 2003 on its Senior Secured Notes.
Payment of the interest during the 30-day grace period is
dependent upon the outcome of ongoing discussions with the
company's lenders as well as its independent assessment of the
feasibility of such payment in light of its liquidity.

For the second quarter ending April 30, WCI reported a $13.4
million loss compared with an $11.8 million loss in the second
quarter of fiscal year 2002. For the first six months of fiscal
2003, WCI reported a loss of $17.5 million compared with a loss
of $37.4 million in the first half of fiscal 2002.

Higher energy and raw material costs, the continuing slowdown in
the U.S. manufacturing economy and increased competition due to
the reopening of formerly idled steel capacity have caused
product pricing to deteriorate and sales volume to decline from
peaks reached in late 2002.

For the third quarter, WCI expects to incur a net loss as
shipping volume is anticipated to return to depressed levels
with resultant significant pressure on pricing.

WCI Steel is an integrated steelmaker producing more than 185
grades of custom and commodity flat-rolled steels at its Warren,
Ohio facility. WCI products are used by steel service centers,
convertors, electrical equipment manufacturers and the
automotive and construction markets.


WCI STEEL: S&P Cuts Rating to CC over Likely Debt Restructuring
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on steel
producer WCI Steel Inc., to 'CC' from 'CCC+ and placed them on
CreditWatch with negative implications following the company's
announcement that it is proceeding with a restructuring of its
debt and does not expect to make its scheduled June 1, 2003,
interest payment on its senior secured notes due 2004.

Standard & Poor's said that the rating on the senior secured
notes will be lowered to 'D' after the June 1st payment is
missed.

"The prolonged downturn in the steel industry over the past
couple of years combined with significant increases in energy
and raw material costs have caused WCI to incur substantial
losses," said Standard & Poor's credit analyst Paul Vastola. "In
addition, cash outlays required for its pension plan and working
capital continues to adversely affect WCI's liquidity and
capital resources." WCI in discussions with its lenders and
has retained a financial advisor in connection with the
restructuring of its debt.

Warren, Ohio-based WCI is a relatively small integrated steel
producer that focuses on certain specialty steel products.


WHEREHOUSE ENTERTAINMENT: DJM Hired as Real Estate Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Wherehouse Entertainment, Inc., and its
debtor-affiliates' application to employ DJM Asset Management,
LLC as their Special Real Estate Consultant.  DJM Asset will
provide consulting services to the Debtors with respect to the
analysis, renegotiation, and or termination of certain of the
Debtors' leases of non-residential real property.

The Debtors submit that the retention of DJM Asset will promote
the economical and efficient administration of their estates.
Specifically, as Special Real Estate Consultant, DJM Asset will:

     a) negotiate for the benefit of the Debtors certain rent
        reductions and other modifications with respect to
        certain of the Debtors' leases;

     b. negotiate for the benefit of the Debtors certain waivers
        or reductions of pre-petition cure amounts and
        Bankruptcy Code Section 502(b)(6) claims with respect to
        certain of the Debtors' leases;

     c. negotiate for the benefit of the Debtors the termination
        and disposition of certain of the Debtors' leases;

     d. assist those responsible for the documentation of
        proposed transactions on behalf of the Debtors,
        including reviewing documents and assisting in resolving
        problems which may arise in the transaction process;

     e. provide progress reports to the Debtors on at least a
        weekly basis; and

     f. provide recommendations regarding appropriate
        disposition, assumption or rejection of certain leases.

Concurrently, the Debtors also employ the services of Corporate
Development Services, Inc., as special real estate consultant to
perform substantially the same duties but with regard to leases
distinct and separate from those for which DJM will provide
consulting services.  The Debtors assure the Court that there
will be no undue duplication of effort or overlap of work
between and among CDS and DJM Asset.

Amelio Amendola, in his declaration states that DJM Asset and
its officers are disinterested persons who do not hold or
represent an interest adverse to the estate and do not have any
connection with the Debtors, their creditors, or any other party
in interest.

The Debtors will pay CDS in a contingency fee basis:

     i) 5% of the Gross Proceeds upon closing of a transaction
        in which any Lease is assigned or transferred to a third
        party unaffiliated with the Debtors;

    ii) 5% of the total reduced or waived amount to the extent
        that any Lease is assumed by a Debtor and the amount
        required to be paid to the landlord to cure defaults
        existing at the time of assumption is reduced below the
        cure amount that the Debtor is owing;

   iii) 3% of the present value for renegotiating the monetary
        terms of any Lease that is assumed by a Debtor.

For additional consulting services, as the Debtors may request,
CDS will bill the Debtors $300 per hour on its services.

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


WHX CORP: Narrows First-Quarter Net Loss by Half to $8.8 Million
----------------------------------------------------------------
WHX Corporation (NYSE: WHX) reported a net loss of $8.8 million,
on sales of $81.0 million, for the first quarter of 2003
compared to a net loss of $19.3 million, on sales of $92.8
million, in the same period in 2002. The 2003 results include a
gain on the retirement of debt of $1.0 million compared to a
gain of $29.0 million in the first quarter of 2002.  In 2002 the
Company changed its accounting method for evaluating goodwill
for impairment as required by Statement of Financial Accounting
Statement No. 142.  As a result, WHX recorded a $44.0 million
non-cash charge ($4.18 per diluted common share), for goodwill
impairment related to the Handy & Harman Wire Group in the first
quarter of 2002.  This charge is shown as the cumulative effect
of an accounting change.  After deducting preferred dividend
requirement, basic and diluted loss per common share was $2.57
for the first quarter of 2003 compared with diluted loss per
common share of $1.83 for the first quarter of 2002.  Included
in the 2002 results is income from discontinued operations of
$1.9 million or $.18 per diluted share.

On November 16, 2000, one of the Company's wholly owned
subsidiaries, Wheeling-Pittsburgh Corporation, and its
subsidiaries, filed petitions seeking reorganization under
Chapter 11 of the United States Bankruptcy Code. As a result of
the Bankruptcy Filing, the Company has, as of November 16, 2000,
deconsolidated the balance sheet of WPC and its subsidiaries.
As a result of the deconsolidation, the consolidated balance
sheets at March 31, 2003 and December 31, 2002 do not include
any of the assets or liabilities of WPC and its subsidiaries,
and the accompanying March 31, 2003 and 2002 consolidated
statement of operations excludes the operating results of WPC.
As part of the WPC's amended Plan of Reorganization, WHX has
agreed (subject to certain conditions) to provide additional
funds to WPC amounting to $20.0 million.  As a result of its
probable obligation, WHX recorded a $20.0 million charge as
equity in loss of WPC in the fourth quarter of 2002.

                         PBGC Notice

As previously announced, on March 6, 2003, the Pension Benefit
Guaranty Corporation issued its Notice of Determination and on
March 7, 2003 the PBGC published its Notice and filed a Summons
and Complaint in United States District Court for the Southern
District of New York seeking the involuntary termination of the
WHX Pension Plan.  The PBGC stated in its Notice that it took
this action because of its concern that "PBGC's possible long-
run loss with respect to the WHX Pension Plan may reasonably be
expected to increase unreasonably if the Plan is not
terminated."  WHX filed an answer to this complaint on March 25,
2003, contesting the PBGC's action.  The PBGC has announced in a
press release that it contends that the WHX Pension Plan has
roughly $300 million in assets to cover more than $443 million
in benefit liabilities, resulting in a funding shortfall of
roughly $143 million (without accounting for plant shutdown
benefits).  Furthermore, the PBGC contends in a press release
that plant shutdown liabilities of the WHX Pension Plan, if they
were to occur, would exceed $378 million.  WHX disputes the
PBGC's calculation of liabilities and shutdown claims since the
actual amount of these liabilities may be substantially less,
based on alternative actuarial assumptions. Furthermore, WHX
disputes the PBGC's assumption regarding the likelihood of
large-scale shutdowns at WPC.  However, there can be no
assurance that WHX's assertions will be accepted and that plant
shutdowns would not occur.

     Wheeling-Pittsburgh Steel Corporation Loan Guarantee

On March 26, 2003, Wheeling-Pittsburgh Steel Corporation, an
indirect subsidiary of WHX, issued a press release announcing
that its revised $250.0 million loan guarantee application was
approved by the Emergency Steel Loan Guarantee Board.  The
approval of the guaranty is subject to the satisfaction of
various conditions including, without limitation, confirmation
of a plan of reorganization for WPSC and resolution of the
treatment of the WHX Pension Plan acceptable to the Pension
Benefit Guaranty Corporation.  The loan will be used to finance
WPSC's emergence from bankruptcy protection and to fund its
strategic plan, which calls for investments in state-of-the-art
technology that will improve manufacturing efficiency.

               First Quarter Operating Results
                   and Other Income/Expense

Sales in the first quarter of 2003 were $81.0 million compared
with $92.8 million in 2002. Sales decreased by $12.5 million at
the Precious Metal Segment and by $2.5 million at the Wire &
Tubing Segment. These sales declines are related to the closure
of several facilities in 2002. Sales increased by $3.2 million
at the Engineered Materials Segment due to new products and
market share gains.

For the first quarter of 2003, operating income was a loss of
$7.9 million, compared to operating income of $.6 million in the
first quarter of 2002. The 2003 results include a charge of $3.5
million for employee separation and related expenses resulting
from a reduction in executive, administrative, and information
technology personnel at the Handy & Harman subsidiary.  This
charge has been allocated to the three business segments and
should result in cost savings in future periods.

Operating income from the Precious Metal segment declined by
$2.8 million from income of $1.6 million in the first quarter of
2002 to a loss of $1.2 million in the first quarter of 2003.
The decline includes a $1.3 million lower of cost or market
charge for precious metal inventory and $1.0 million in
allocated employee separation expense. Operating income at the
Wire & Tubing segment declined by $2.5 million from operating
income of $1.8 million first quarter of 2002 to a $.7 million
operating loss in the first quarter of 2003. This decline
includes $1.5 million in allocated employee separation expense.
The balance of this decline resulted from the continued weakness
in the semiconductor fabrication and telecommunication markets,
as well as increased steel costs and declining sales prices.
The Engineered Materials segment reported operating income of
$.6 million in the first quarter of 2003 compared to $1.9
million of operating income in the first quarter of 2002. This
decline includes $.9 million in allocated employee separation
expense.  The balance of this decline resulted primarily from
increased raw material costs.  Unallocated corporate expenses
increased from $4.7 million in the first quarter of 2002 to $6.6
million in the first quarter of 2003 as a result of an increase
in pension expense of $2.1 million.

Other income/expense was an expense $1.5 million in the first
quarter of 2003 compared to $1.2 million of income in the first
quarter of 2002.

                    Liquidity and Capital

At March 31, 2003, total liquidity, comprising cash, short-term
investments and funds available under bank credit arrangements,
totaled $115.3 million.  At March 31, 2003, funds available
under credit arrangements totaled $11.8 million.  An unfavorable
resolution of the PGBC action, discussed above would have a
material adverse effect on the liquidity, capital resources and
results of operations and financial position of the WHX Group.
Such PBGC action may result in one or more events of default
under various WHX financial agreements, any one of which would
have a material adverse effect on the liquidity, capital
resources and results of operations and financial position of
the WHX Group.  The WHX Group has elected not to borrow any
additional funds under its bank credit arrangement until such
time as the PBGC action is resolved.

As reported in Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on WHX Corp., to 'B-' from 'B'. At the
same time, Standard & Poor's placed the rating on CreditWatch
with developing implications. The company has $358 million in
debt.

"These actions reflect the heightened concerns regarding WHX's
pending resolution of the Pension Benefit Guaranty Corporation's
(PBGC) attempt to involuntarily terminate the WHX pension plan,
and the potential negative impact to the company's liquidity
should the PBGC prevail in its termination plan," said Standard
& Poor's credit analyst Paul Vastola.


WOMEN FIRST: Obtains Waiver of Defaults Under Debt Agreement
------------------------------------------------------------
Women First HealthCare Inc. (Nasdaq:WFHC), a specialty
pharmaceutical company, has received $2.5 million of new capital
through a private placement of its common stock and has
completed agreements to obtain waivers of past defaults and
restructure the terms of both its $28.0 million principal amount
of senior secured notes and convertible redeemable preferred
stock issued to finance the company's acquisition of Vaniqa(R)
Cream.

The private placement investors, led by Edward F. Calesa,
chairman, president and CEO, purchased unregistered shares of
the company's common stock at a price of $0.71 per share, the
average price from March 20, 2003 through April 24, 2003, the
trading day prior to the date initially targeted for closing the
restructuring and the private placement.

The restructured agreements entered into with the holders of the
senior secured notes and preferred stock provide for the
following:

     --  The financial covenants governing the senior secured
         notes include requirements for minimum cash revenue,
         maximum cash expenditures and minimum cash balances
         through Dec. 31, 2004. Beginning in 2005, the company
         will be subject to financial covenants setting a
         maximum ratio of debt to earnings before interest,
         taxes, depreciation and amortization and minimum cash
         interest coverage.

     --  In addition to the Vaniqa(R) Cream assets that the
         company already pledged to secure its performance under
         the senior secured notes, the company granted the note
         holders an additional security interest in all of its
         other unencumbered assets, other than Esclim(TM).

     --  The company granted the note holders warrants to
         purchase 2.0 million shares of common stock at $0.63
         per share. Warrants to purchase 1.7 million shares of
         the company's common stock at $5.50 previously issued
         to the note holders have been canceled.

     --  Proceeds from future asset sales and the license and
         sale of international rights to Vaniqa(R) Cream, if
         any, will be apportioned among the company, holders of
         the senior secured notes and holders of the convertible
         preferred stock according to a pre-determined formula.

     --  The terms of the convertible redeemable preferred stock
         have been modified to allow the company to redeem the
         preferred stock at 108% of accreted stated value
         through Nov. 30, 2003, at which time the redemption
         premium will increase based on a formula that takes
         into account the number of shares redeemed before
         Nov. 30, 2003.

Commenting on the agreement, Calesa said, "[Tues]day's efforts
provide the company with both time and flexibility to implement
its basic business model. The infusion of capital from myself
and other investors for restricted stock was computed at a price
higher than the exercise price of the new warrants issued to the
lenders in the restructuring. The investment in this private
placement is a statement of commitment to the company both by me
and those who invested with me. To further insure my commitment
to building shareholder value, I have agreed to reduce my salary
by cutting it in half for the balance of this year."

Women First HealthCare Inc. (Nasdaq:WFHC) is a San Diego-based
specialty pharmaceutical company. Founded in 1996, its mission
is to help midlife women make informed choices regarding their
health care and to provide pharmaceutical products -- the
company's primary emphasis -- and lifestyle products to meet
their needs. Women First HealthCare is specifically targeted to
women age 40+ and their clinicians. Further information about
Women First HealthCare can be found online at
http://www.womenfirst.com


WORLDCOM INC: Intends to Pull Plug on Rockville, Maryland Lease
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek the Court's
authority, pursuant to Sections 365(a) and 554 of the Bankruptcy
Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure,
to reject a non-residential real property lease and abandon
certain related personal property pursuant to a lease
termination agreement.

Sharon Youdelman, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that during these Chapter 11 cases, the Debtors
have undertaken an extensive real estate rationalization
program. Included among the facets of this rationalization
program is the review of the Debtors' leasehold interests to
make determinations regarding the assumption or rejection of
their leases.  In connection with this review, the Debtors
already have identified 300 leases for rejection and have filed
pleadings to reject these leases.  In certain instances, the
Debtors and their lessor may arrive at an agreement whereby the
parties set forth the specific terms and conditions of the
Debtors' lease rejection.

According to Ms. Youdelman, pursuant to a certain lease, dated
February 18, 2000, between MCImetro Access Transmission Services
LLC, as lessee, and TA/Western, LLC, as lessor, the Debtors
lease premises located at 4 Choke Cherry Road in Rockville,
Maryland. The Lease commenced on December 15, 2000, and will
expire by its terms on December 31, 2010.  The Lease provides
for $19,959 in monthly rental obligations.

From the inception of the Lease, Ms. Youdelman reports that the
Premises was used by the Debtors as a local node -- a technical
facility, which directs telecommunications traffic for a local
service area.  However, the facility is no longer needed, and
pursuant to the Agreement, the Debtors have surrendered the
Premises.  The Debtors, with the assistance of their real estate
advisors, have assessed their alternatives with respect to the
Lease and have concluded that the rejection of the Lease is in
the best interests of these Chapter 11 estates.  In furtherance
thereof, the Debtors and the Lessor entered into good faith
negotiations with respect to the rejection of the Lease, which
have resulted in the execution of the lease termination
agreement.

Pursuant to the Agreement, the parties have agreed that:

  A. The Lease will be terminated and deemed rejected as of
     11:59 pm on March 31, 2003;

  B. On or prior to the Termination Date, MCI will surrender the
     Premises to the Lessor;

  C. Effective as of the Termination Date, MCI will abandon and
     surrender to the Lessor all personal property owned by MCI
     and its affiliates located within or on the Premises;

  D. After the Termination Date, the Lessor:

       (i) will be solely responsible for the care, maintenance
           and disposal of the Personal Property,

      (ii) releases MCI and its affiliates from and against all
           claims in connection with the care, maintenance and
           disposal of the Personal Property, and

     (iii) indemnifies MCI and any of its affiliates from and
           against all environmental claims relating to the
           care, maintenance and disposal of the Personal
           Property first arising on or after the Termination
           Date;

  E. The Lessor forever waives all obligations of MCI and claims
     and causes of action against MCI arising under or pursuant
     to the Lease, including, but not limited to, claims arising
     prior to the Petition Date, amounts payable under the terms
     of the Lease from and after the Termination Date or
     otherwise payable under Section 365(d)(3) of the Bankruptcy
     Code, and damage claims arising as a result of the
     termination or rejection of the Lease or thereafter,
     whether known or unknown; and

  F. To the extent the Lessor has filed any proofs of claims or
     interests in any of the Debtors' Chapter 11 cases with
     respect to amounts or other obligations owed or to be owed
     pursuant to the Lease, these claims and interests will be
     disallowed and expunged with prejudice effective as of the
     Termination Date.

Inasmuch as the Premises is no longer needed and the Lease will,
therefore, become a drain on their assets, the Debtors have
determined that it is economically prudent to terminate the
Lease promptly in accordance with the Agreement.  By virtue of
the Agreement, the Debtors and their estates are relieved from
future liability under the Lease which would amount to over
$2,076,000, including scheduled rent increases, as well as from
liability for a potential rejection damage claim of more than
$282,000.

Ms. Youdelman tells the Court that the Debtors and their
advisors have reviewed the Lease and determined that there is
likely no market for the assignment of the Lease because the
rent is significantly above the market value for similar
property. Accordingly, the Debtors, in their sound business
judgment, believe that the rejection of the Lease on the terms
set forth in the Agreement is in the best interests of their
estates and creditors.  The terms of the proposed rejection not
only enable the Debtors to rid themselves of burdensome property
promptly, but result in a waiver of a substantial claims the
Lessor may have against the Debtors in connection with the
Lease.

Ms. Youdelman relates that the furniture, fixtures and equipment
constituting the Personal Property to be abandoned is of
inconsequential value and of no benefit to the Debtors' estates.
The Debtors have no interest in retaining the Personal Property
proposed to be abandoned and would incur costs in its removal
that exceed the salvage value.  In addition, pursuant to the
Agreement, the Debtors will be indemnified from liability in
respect of the personal property surrendered. (Worldcom
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* AWCBC Proposes BIA Change Concerning Workers' Compensation
------------------------------------------------------------
The Association of Workers' Compensation Boards of Canada
(AWCBC) will make an important presentation to the Senate
Standing Committee on Banking, Trade and Commerce to propose
that the federal Bankruptcy and Insolvency Act be amended to
give workers' compensation secured creditor status.

Regaining secured creditor status would allow for recovery of
all or portions of an employer's workers' compensation premiums
when businesses declare bankruptcy or insolvency. It also would
allow for the fair distribution of a debtor's assets.

Since 1996, $175 million in employer premiums has been lost due
to bankruptcies and the BIA status of unsecured creditor for
workers' compensation, potentially putting valuable services to
injured workers and their families at risk.

Presentation details:

                Thursday, May 15
                11 AM
                Room 505,
                Victoria Building
                140 Wellington Street,
                Ottawa

Delegation

John Solomon, Chair, Workers' Compensation Board of Saskatchewan
James Lee, Chair, Prince Edward Island Workers' Compensation
Board Douglas Mah, General Counsel, Alberta Workers'
Compensation Board Maurice Cloutier, Legal Counsel, CSST
Brenda Croucher, Executive Director, AWCBC


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  15.0 - 17.0       0.0
Finova Group          7.5%    due 2009  38.0 - 39.0       0.0
Freeport-McMoran      7.5%    due 2006  102.5- 103.5     +0.5
Global Crossing Hldgs 9.5%    due 2009   3.5 - 4.0       +0.5
Globalstar            11.375% due 2004  2.25 - 2.75      +0.25
Lucent Technologies   6.45%   due 2029  73.0 - 74.0      +0.5
Polaroid Corporation  6.75%   due 2002   6.75 - 7.25     +0.25
Terra Industries      10.5%   due 2005  93.0 - 95.0       0.0
Westpoint Stevens     7.875%  due 2005  23.0 - 24.0      +2.0
Xerox Corporation     8.0%    due 2027  85.5- 87.5       +1.0

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***