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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

              Monday, May 19, 2003, Vol. 7, No. 97

                          Headlines

360NETWORKS: Closes Buy-Out of Dynegy's Communications Unit
ACTERNA CORP: Court Extends Schedules Filing Deadline to July 21
AIRGATE PCS: March 31 Balance Sheet Upside-Down by $361 Million
ALLCITY INSURANCE: Red Ink Continues to Flow in First Quarter
ALLEGIANCE TELECOM: Fitch Hatchets Debt Ratings to Default Level

ALTERRA HEALTHCARE: Mar. 31 Net Capital Deficit Widens to $500MM
ALTERRA: Gets Okay to Hire Mercer as Compensation Consultant
AMERICAN HOMEPATIENT: Reports Improved First Quarter Results
AMR CORP: Cautions that Bankruptcy Risk is Still Very Real
APPLIED DIGITAL: First Quarter Net Loss Widens to $27 Million

A.R. FLEMING PRINTING: Chapter 7 Involuntary Case Summary
ATA HOLDINGS: CEO Declares "We've come a long way, fast..."
ATP OIL & GAS: Mar. 31 Working Capital Deficit Widens to $34MM
BASIS100: Shareholders Okay Canadian Lending Sale to Filogix
BLACK HAWK: Boots Out Old Management and Commences New Strategy

BETHLEHEM STEEL: Seeks Court OK for Indiana Tax Authorities Pact
CANBRAS COMMS: Successfully Refinances Unit's $18M Note Facility
CANNON EXPRESS: Ralph Turner Discloses 12.31% Equity Stake
CONSECO: Inks Settlement with Insurance Cos. Re Securities Lit.
COVANTA ENERGY: Woos Court to Approve Zurich Settlement Pact

DAVEL COMMS: Balance Sheet Insolvency Stands at $61MM at Mar. 31
DEVINE: Financing Negotiations Prompt Delay in Filing Results
DICE INC: Plan Confirmation Hearing Scheduled for June 24, 2003
DIGEX INC: March 31 Net Capital Deficit Balloons to $70 Million
DIVINE INC: Outtask Inc. Completes Share Repurchase from divine

DOMAN INDUSTRIES: Monitor Files April Report in Canadian Court
EBT INTERNATIONAL: Annual Shareholders' Meeting Set for June 10
ENCOMPASS: Court Stretches Investigation Period Until June 30
ENRON: Wooing Court to Okay Settlement Pact with British Energy
ENVOY COMMS: Finalizes Debt Arrangements with Bank Lenders

EZENIA! INC: Fails to Regain Compliance with Nasdaq Requirements
FC CBO LTD:  S&P Further Drops Low-B Senior Notes Rating to BB+
GALEY & LORD: Exclusive Plan Filing Period Extended to May 30
HARTZ MOUNTAIN: Ratings Outlook Revised to Negative from Stable
GLOBALSTAR LP: Year-Over-Year 1st Quarter Net Loss Tumbles 81%

GLOBAL WATER: Files for Chapter 11 Reorganization in Colorado
GLOBAL WATER: Case Summary & 20 Largest Unsecured Creditors
GROUP MANAGEMENT: Court Dismisses Chapter 11 Bankruptcy Case
HALO INDUSTRIES: Closes Sale of Certain Assets to H.I.G. Capital
IMCLONE SYSTEMS: Delivers Listing Compliance Plan to Nasdaq

INVENTRONICS LTD.: Names Donald Penny as Newest Board Member
JEFFERSON SMURFIT: S&P Rates $350-Mill. Senior Unsec. Notes at B
KAISER ALUMINUM: First Quarter Net Loss Stands at $65 Million
KLEINERT'S: Court Approves Sleepwear Div. Sale to Russell-Newman
LAPLINK SOFTWARE: Emerges from Chapter 11 Bankruptcy Proceeding

L.D. BRINKMAN: Case Summary & Largest Unsecured Creditors
LEAP WIRELESS: Files Reorganization Plan & Disclosure Statement
LEAP WIRELESS: March 31 Net Capital Deficit Balloons to $430MM
LORAL SPACE: Posts First Quarter Net Loss of $48.2 Million
LYONDELL CHEM.: Fitch Assigns BB- Rating to $325M Sr Sec. Notes

MOTIENT CORP: George Haywood Reports 7.1% Equity Stake
NATIONSRENT: Court Okays Increase to Exit Financing Requirement
NEW CENTURY EQUITY: Fails to Meet Nasdaq Minimum Requirements
NORSKE SKOG: Closes Sale of $150M Principal Amount of Sr. Notes
NORTHWEST AIRLINES: Prices $150 Million of Convertible Sr. Notes

NORTHWESTERN CORP: Net Capital Deficit Slides-Down to $446 Mill.
NOVO NETWORKS INC: Fiscal Q3 2003 Net Loss Cut to $1.1 Million
NRG ENERGY: Seeks to Obtain $250 Million DIP Financing from GECC
NRG ENERGY: S&P Hatchets Senior Unsecured Debt Rating to Default
NRG ENERGY: NYSE Suspends Trading of NRZ Corporate Units

NTELOS: Reports Improved Financial; Results for First Quarter
O'SULLIVAN INDUSTRIES: Delays Filing of Form 10-Q for Fiscal Q3
ORION REFINING: Case Summary & 30 Largest Unsecured Creditors
OUTSOURCING SOLUTIONS: Voluntary Chapter 11 Case Summary
OWENS CORNING: Wants Court to Establish Plan Voting Procedures

PACIFIC GAS: Court Stays Confirmation Trial Until June 30, 2003
PENNEXX FOODS: Lender Smithfield Intends to Sell Loan Collateral
POLYONE: Shareholders Re-Elect Board of Directors at Meeting
PORTA SYSTEMS: Lacks Cash to Meet Maturing Senior Debt Payments
PROVANT INC: Suspends Obligation to File Reports with the SEC

PUBLICARD INC: First-Quarter Results Show Marked Improvement
QWEST COMMS: Will Publish First-Quarter Earnings on May 29, 2003
RAILAMERICA: on Watch Neg. over Potential Trans Rail Transaction
SAGENT TECHNOLOGY: Working Capital Deficit Tops $8MM at March 31
SAMSONITE CORPORATION: Bain Capital Discloses 30% Equity Stake

SAN JOAQUIN HILLS: Unreached Projected Revenue Spurs BB Rating
SEQUA CORP: First Quarter 2003 Net Loss Stays Flat at $3 Million
SILGAN HLDGS: Improved Fin'l Profile Prompts S&P to Up Rating
SOFAME TECHNOLOGIES: Canadian Court Ratifies Proposal Under BIA
SUN HEALTHCARE: Asks Court to Allow Uninsured Litigation Claims

SUN MEDIA: Extending Exchange Offer for Sr Notes Until Month-End
SURGICARE INC: Pursuing Options to Cure Defaults Under Loan Pact
SYSTEMONE TECHNOLOGIES: Posts Improved Results for First Quarter
TEXAS COMMERCIAL: Adds 100 Business Customers in April 2003
TRENWICK GROUP: Reduces First-Quarter Net Loss Further to $600K

UNIFORET INC: Slows Production at its Sawmills Amid Slow Market
U.S. PLASTIC: Fails to Regain Compliance with Nasdaq Guidelines
U.S. UNWIRED: March 31 Balance Sheet Insolvency Widens to $126MM
VAIL RESORTS: $425 Million Credit Facility Rated BB- by S&P
WARNACO GROUP: First-Quarter Results Show Significant Growth

WHEELING-PITTSBURGH: New Plan's Grouping & Treatment of Claims
WOMEN FIRST: Airs Commitment to Remove Loan Covenant Defaults
WORLDCOM INC: Asks Court to Reject 345 Service Orders
WORLDCOM INC: Gray Panthers Supports Efforts to Debar Debtors
WRC MEDIA: Initiates Strategies to Obtain Access to Financing

ZI CORP: First Quarter Results Show Year-Over-Year Improvements
ZOLTEK: Fails to Meet Debt Coverage Covenants Under Credit Pacts

* BOND PRICING: For the week of May 19 - May 23, 2003

                          *********

360NETWORKS: Closes Buy-Out of Dynegy's Communications Unit
-----------------------------------------------------------
360networks Corporation, a leading provider of
telecommunications services, announced it has completed its
acquisition of Dynegy Inc.'s (NYSE: DYN) North American
communications business for an undisclosed sum. The transaction
has met all regulatory and other approvals.

With the finalization of the transaction, 360networks assumes
Dynegy's high-capacity broadband network spanning more than
16,000 route miles with 65 wholesale customers and access points
in 44 U.S. cities. 360networks has also assumed Dynegy's
existing customer base, its remaining fiber leases, and its
co-location facilities.

"We are pleased to complete the acquisition of Dynegy's telecom
business," said Greg Maffei, 360networks' Chairman and Chief
executive Officer. "Dynegy's operations complement our U.S.
network footprint and enhance our ability to provide high-
quality data communications services to carriers and enterprises
throughout North America. We welcome Dynegy customers to
360networks, and look forward to providing them with exceptional
service."

Under the names 360networks and Group Telecom, we provide
telecommunications services and network infrastructure in North
America to over 13,000 carrier and commercial customers. We
offer a comprehensive range of services from traditional local
and long distance voice products to innovative products such as
optical transport, wavelengths, Internet transport, Gigabit
Ethernet, and optical virtual private networks. Our optical mesh
fiber network is one of the largest and most advanced on the
continent, spanning 33,000 route miles (53,000 kilometers) and
reaching 60 major cities in North America, and includes 17 metro
fiber networks in nine Canadian provinces. For more information,
please visit http://www.360.net

360networks filed for Chapter 11 relief on June 28, 2001,
(Bankr. S.D.N.Y. Case No. 01-13721) and emerged under plan of
reorganization confirmed on October 1, 2002, and declared
effective on November 12, 2002.


ACTERNA CORP: Court Extends Schedules Filing Deadline to July 21
----------------------------------------------------------------
Acterna Corp. and its debtor-affiliates are a global
communications equipment company focused on network technology,
Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court.  The Debtors' operations include wholly
owned subsidiaries located principally in the United States and
Europe, with other operations, primarily sales offices, located
in Asia and South America.  The Debtors operates through three
principal business segments:

   (i) communications test businesses;

  (ii) industrial computing and communications businesses
       through Itronix Corporation; and

(iii) digital color correction systems businesses through da
       Vinci Systems, Inc.

As of December 31, 2002, the Debtors' unaudited consolidated
financial statements, including their non-Debtor subsidiaries,
reflected assets totaling $497,300,000 and liabilities totaling
$1,300,000,000.

Due to the complexity and diversity of their operations, the
Debtors anticipate that they will be unable to complete their
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs within the 15-day period required under Rule 1007(c) of
the Federal Rules of Bankruptcy Procedure and Section 521 of the
Bankruptcy Code.  The Debtors need to compile information from
books, records, and documents relating to a multitude of
transactions at numerous locations throughout the world.  The
collection of the necessary information requires an enormous
expenditure of time and effort on their part as well as their
employees.

At this point, the primary focus of the Debtors and their
management have been in connection with getting these large
complex cases filed.  The Debtors anticipate that they will
require at least 60 additional days to complete their Schedules
and Statements.

At the First Day Hearing, Judge Lifland extends the Debtors'
deadline to file their Schedules and Statements to and including
July 21, 2003.  This is without prejudice to the Debtors' right
to seek another extension should the need arise. (Acterna
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AIRGATE PCS: March 31 Balance Sheet Upside-Down by $361 Million
---------------------------------------------------------------
AirGate PCS, Inc. (OTCBB: PCSA), a PCS Affiliate of Sprint,
announced financial and operating results for its second fiscal
quarter and six months ended March 31, 2003.

Highlights of the quarter include the following:

-- Cash and cash equivalents increased to $20.9 million from
   $0.9 million from the first fiscal quarter of 2003 for stand-
   alone AirGate.

-- Net loss improved to $21.0 million from $301.9 million in
   the second fiscal quarter of 2002. The net loss for the same
   period in 2002 included a goodwill impairment of $261.2
   million related to the acquisition of iPCS.

-- EBITDA, earnings before interest, taxes, depreciation and
   amortization, was $15.3 million, an increase of $12.8 million
   from $2.5 million in the first fiscal quarter of 2003 for
   stand-alone AirGate.

-- All covenants for the quarter were met under the AirGate PCS
   credit facility.

As previously announced, iPCS, Inc. and its subsidiaries, iPCS
Wireless, Inc. and iPCS Equipment, Inc., filed a Chapter 11
bankruptcy petition on February 23, 2003, for the purpose of
effecting a court-administered reorganization. Subsequent to
February 23, 2003, AirGate no longer consolidates the accounts
and results of operations of its unrestricted subsidiary iPCS
and the accounts of iPCS are recorded as an investment using the
cost method of accounting. Accordingly, the accompanying
consolidated balance sheet as of March 31, 2003 does not include
the consolidated accounts of iPCS. It does, however, include the
Company's investment in iPCS as of February 23, 2003.

Total consolidated revenues for the second fiscal quarter ended
March 31, 2003 were $104.4 million compared with $114.7 million
for the prior-year period. The Company reported a net loss of
$21.0 million for the three months ended March 31, 2003,
compared with a net loss of $301.9 million in the same period of
fiscal 2002. The Company recorded a goodwill impairment of
$261.2 million in the second fiscal quarter of 2002 related to
the acquisition of iPCS.

Consolidated EBITDA, a non-GAAP financial measure, was $14.1
million for the second quarter of fiscal 2003. On a stand-alone
basis, EBITDA for AirGate was $15.3 million during the second
quarter of fiscal 2003, which compares with EBITDA of $2.5
million during the first quarter of fiscal 2003. EBITDA for the
second quarter of fiscal 2003 was favorably impacted by $3.6
million of credits received from Sprint.

For the six months ended March 31, 2003, the Company reported
consolidated revenues of $237.5 million compared with $196.4
million for the same period last year. The Company reported a
net loss of $68.7 million for the six months ended March 31,
2003, compared with a net loss of $331.6 million in the same
period of 2002.

Consolidated EBITDA was $10.6 million for the first six months
of fiscal 2003. On a stand-alone basis, EBITDA for AirGate was
$17.8 million for the first six months of fiscal 2003.

AirGate PCS, Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $361 million.

"AirGate PCS has continued to make measurable progress with our
business plan in spite of the ongoing challenges in the wireless
industry," said Thomas M. Dougherty, president and chief
executive officer of AirGate PCS. "Notably, we reached the
important objective of significantly improving net loss and
EBITDA, and more importantly, meeting all of the covenants of
our credit facility for stand-alone AirGate PCS. We clearly
recognize the importance of meeting our obligations to our
lenders and believe this accomplishment reflects management's
focused execution on improving the efficiency of our operations
over the past six months.

"We are also realizing the benefits of our recent initiatives to
improve the quality of our subscriber base," Dougherty
continued. "As a result of our 'smart-growth' strategy, over 60%
of our gross additions were prime subscribers, meeting our goal
to increase the percentage of higher value prime credit quality
customers while improving our operating cash flow. We continue
to carefully monitor our customer acquisition costs and are
pleased with the progress we have made in enhancing our
productivity."

"Our management team is highly focused on further refining our
business model and pursuing a strategy that is aligned with the
current demands of the wireless marketplace. We clearly
recognize that in order to be a smart operator in this difficult
environment it is imperative that we carefully manage our costs
and continue to provide a high level of service to our
customers. In April we had to make the difficult decision to
further reduce our headcount in AirGate PCS by over 70 employees
in order to reduce our cost structure to a more appropriate
level. Additionally, we are realizing the benefits of the
network upgrade to 1x-RTT during 2002, which has allowed us to
control our capital expenditures while our minutes of use per
subscriber levels approach 1,000 per month. We are very pleased
that even with significant traffic growth, AirGate's network is
now performing at the highest level ever with respect to
traditional performance metrics," added Dougherty.

"We have made tremendous strides during the quarter in building
on our cash position," continued Dougherty. "We ended the first
quarter of fiscal 2003 with less than one million dollars in
cash and cash equivalents, but increased our cash and cash
equivalents position by nearly $20 million during the second
quarter through improving our operating performance, resolving
several outstanding issues with Sprint as well as drawing an
additional $3 million under our credit facility."

AirGate PCS, Inc., excluding its unrestricted subsidiary iPCS,
is the PCS Affiliate of Sprint with the right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within three states located in the
Southeastern United States. The territories include over 7.1
million residents in key markets such as Charleston, Columbia,
and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina. iPCS, Inc., a wholly owned unrestricted
subsidiary of AirGate PCS, Inc., is the PCS Affiliate of Sprint
with the right to sell wireless mobility communications network
products and services under the Sprint brand in 37 markets in
Illinois, Michigan, Iowa and eastern Nebraska. The territories
include over 7.4 million residents in key markets such as Grand
Rapids, Michigan; Champaign-Urbana and Springfield, Illinois;
and the Quad Cities areas of Illinois and Iowa.

AirGate and iPCS are separate corporate entities that have
discrete and independent financing sources, debt obligations and
sources of revenue. As an unrestricted subsidiary, iPCS's
lenders, noteholders and creditors do not have a lien or
encumbrance on assets of AirGate. Further, AirGate generally
cannot provide capital or other financial support to iPCS.

Sprint operates the largest, 100-percent digital, nationwide PCS
wireless network in the United States, already serving more than
4,000 cities and communities across the country. Sprint has
licensed PCS coverage of more than 280 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. In August 2002,
Sprint became the first wireless carrier in the country to
launch next generation services nationwide delivering faster
speeds and advanced applications on Vision-enabled Phones and
devices. For more information on products and services, visit
www.sprint.com/mr. PCS is a wholly-owned tracking stock of
Sprint Corporation trading on the NYSE under the symbol "PCS."
Sprint is a global communications company with approximately
72,000 employees worldwide and nearly $27 billion in annual
revenues and is widely recognized for developing, engineering
and deploying state-of-the-art network technologies.


ALLCITY INSURANCE: Red Ink Continues to Flow in First Quarter
-------------------------------------------------------------
Allcity Insurance Company (OTCBB:ALCI) announced its operating
results for the three month period ended March 31, 2003, and
reported a net loss of $878,000 for the three months ended
March 31, 2003, compared to a net loss of $1,271,000 for the
comparable 2002 period.

Results for 2003 included $196,000 of net securities gains
compared to $47,000 of net securities gains for the comparable
2002 period.

Net earned premium revenues of the Company were $12,000 and
$1,907,000 for the three month periods ended March 31, 2003 and
2002, respectively. The Company's premium revenues reflect the
various previously announced actions taken by the Empire Group
(which includes the Company and Empire Insurance Company, the
Company's parent) since 2000 to exit the insurance business, and
a reduction to premium revenues to recognize retrospective
reinsurance premiums of $415,000 and $228,000 for the three
month periods ended March 31, 2003 and 2002, respectively.
Included in the Company's pre-tax losses were net increases for
loss and loss adjustment expenses for prior accident years of
$374,000 and $450,000 for the three month periods ended
March 31, 2003 and 2002, respectively.

As reported in Troubled Company Reporter's April 1, 2003
edition, the Group (which includes the Company and its
parent, Empire Insurance Company) during 2001 explored its
options for developing a new business model and strategy. After
evaluating these options, the Group announced in December 2001
that it had determined that it was in the best interest of its
shareholders and policyholders to commence an orderly
liquidation of all of its operations.

The Group only accepts business that it is obligated to accept
by contract or New York insurance law; it does not engage in any
other business activities except for its claims runoff
operations. By the end of 2005, the Company expects that its
voluntary liquidation will be substantially complete, premium
revenue will be immaterial, infrastructure and overhead costs
will be substantially reduced, and all that it expects to remain
will be the administration and settlement of claims with long
tail settlement characteristics, principally workers'
compensation and certain liability claims. Given the Group's and
the Company's current financial condition, the expected costs to
be incurred during the claims runoff period, and the inherent
uncertainty over ultimate claim settlement values, no assurance
can be given that the Company's shareholders will be able to
receive any value at the conclusion of the voluntary liquidation
of its operations.


ALLEGIANCE TELECOM: Fitch Hatchets Debt Ratings to Default Level
----------------------------------------------------------------
Fitch Ratings has downgraded Allegiance Telecom's 11-3/4% senior
unsecured discount notes due 2008 and 12 7/8% senior unsecured
notes due 2008 to 'D' from 'C' and its $500 million secured
credit facilities to 'DD' from 'C'. Allegiance filed for Chapter
11 bankruptcy-court protection on May 14, 2003.

The rating of 'D' of the unsecured senior notes and discount
notes represent the expectation of the lowest recovery potential
in this filing. The rating of 'DD' for the secured credit
facilities represent that recovery of at least 50%, but below
full recovery, potentially could be achieved for these lenders.

Allegiance has approximately $465 million of outstanding secured
indebtedness and as of first-quarter 2003 (1Q'03) had
approximately $263 million of cash and short-term investments.
As of 1Q'03, Allegiance had approximately $1.2 billion of total
debt. Allegiance reported cash requirements of approximately
$20.7 million with capital expenditures representing $9.3
million of this total during the 1Q'03. Therefore, Allegiance
would appear to have adequate liquidity to fund operations
during its negotiations to restructure its balance under Chapter
11.

DebtTraders reports that Allegiance Telecom Inc.'s 12.875% bonds
due 2008 (ALGX08USR2) are trading at 21 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGX08USR2
for real-time bond pricing.


ALTERRA HEALTHCARE: Mar. 31 Net Capital Deficit Widens to $500MM
----------------------------------------------------------------
Alterra Healthcare Corporation (OTCBB:ATHC) announced financial
results for the three-month period ended March 31, 2003. At
quarter-end, the Company operated or managed 379 residences with
a total capacity to serve approximately 18,100 residents.

               OPERATING AND FINANCIAL RESULTS

The Company reported revenues of $107.4 million for the quarter
ended March 31, 2003, a 1.7% increase over revenues of $105.5
million for the comparable 2002 period. In the first quarter of
2003, the Company's residence level operating margins were
32.8%, a decrease of 2.7% from residence level operating margins
in the first quarter of 2002. Monthly rates averaged $2,940 as
of March 31, 2003, an increase of 4.9% over the average monthly
rate at March 31, 2002. The Company's income from operations for
the quarter ended March 31, 2003 was $5.4 million (excluding a
$12.1 million loss on disposal and a $2.9 million impairment
charge related to assets held for disposition). The Company's
net loss for the quarter ended March 31, 2003 was $12.2 million
and includes $8.6 million of non-cash expenses including
depreciation and amortization and payment-in-kind interest
expenses and reflects the impact of asset dispositions,
impairment losses, reorganization costs, and losses reflected as
discontinued operations. For the three months ended March 31,
2003, the Company reported overall average occupancy of 81.0%.

The March 31, 2003 financial statements have been prepared on a
going concern basis, which assumes continuity of operations and
realization of assets and satisfaction of liabilities in the
ordinary course of business, and in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code." Accordingly, all pre-
petition liabilities subject to compromise, approximately $591.9
million at March 31, 2003, have been segregated in the
Consolidated Balance Sheets and classified as Liabilities
subject to compromise, at the estimated amount of the applicable
allowable claim. Liabilities not subject to compromise are
separately classified as current and non-current. Revenues,
expenses, realized gains and losses, and provisions for losses
resulting from the reorganization, approximately $2.7 million at
March 31, 2003, are reported separately as Reorganization items.
Cash used for reorganization items is disclosed separately in
the Consolidated Statements of Cash Flows. Additionally,
interest expense accrued subsequent to the bankruptcy filing
that is deemed to be impaired and unlikely to be paid is
excluded from the financial statements. As of March 31, 2003,
approximately $7.8 million of interest expense on the PIK and
Convertible Debentures and other miscellaneous notes payable is
excluded from the financial statements in accordance with SOP
90-7.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $240 million, and a total shareholders'
equity deficit of about $501 million.

      CHAPTER 11 BANKRUPTCY AND RESTRUCTURING ACTIVITIES

As previously announced, on January 22, 2003, the Company filed
a voluntary petition with the U.S. Bankruptcy Court for the
District of Delaware to reorganize under Chapter 11 of the
Bankruptcy Code. None of the Company's subsidiaries or
affiliates are included in the Chapter 11 Filing. The Company
believes that its Chapter 11 Filing is an appropriate and
necessary step to complete the restructuring of its senior
financing obligations and to commence and complete the
restructuring of its junior capital structure, which includes
unsecured obligations and claims, convertible subordinated
debentures and preferred and common stock.

In conjunction with the Chapter 11 Filing, in January 2003 the
Company secured a $15.0 million debtor-in-possession credit
facility from affiliates of certain principal holders of the
Company's pay-in-kind securities issued in the summer of 2000.
The Bankruptcy Court issued an order approving the Company's
borrowing up to $6.5 million under the DIP credit facility on an
interim basis on January 24, 2003. On April 9, 2003, the Court
issued final approval authorizing the Company to borrow up to
the entire $15.0 million of DIP financing, of which $6.5 million
has been borrowed as of March 31, 2003 and as of April 15, 2003.

The Company incurred $2.7 million in reorganization costs for
the three months ended March 31, 2003. These reorganization
costs include legal, financial advisory and other professional
fees incurred in relation to the reorganization.

On March 27, 2003, the Company filed its Plan of Reorganization
and its Disclosure Statement Accompanying Plan of Reorganization
with the Bankruptcy Court. Immediately prior to the filing of
the Plan and Disclosure Statement, the Company also filed a
motion with the Bankruptcy Court seeking approval of bidding
procedures with respect to the Company's solicitation and
selection of a transaction contemplating either (i) the sale of
capital stock of the reorganized Alterra to be effective and
funded upon the confirmation and effectiveness of the Company's
Bankruptcy Plan or (ii) the sale, as a going concern, of all or
substantially all of the assets of Alterra to be effective and
funded upon the confirmation and effectiveness of the Company's
Bankruptcy Plan. The Bankruptcy Court approved the Company's
bidding procedures on April 10, 2003. The Company is currently
in discussions with various parties that are considering making
a proposal to the Company with respect to a possible Liquidity
Transaction, although no assurances may be provided as to
whether any parties will make such a proposal or whether any
such proposals, if made, will be adequate to address the
Company's liquidity needs or will be approved by the Bankruptcy
Court.

Alterra offers supportive and selected healthcare services to
our nation's frail elderly and is the nation's largest operator
of freestanding Alzheimer's/memory care residences. Alterra
currently operates in 24 states.


ALTERRA: Gets Okay to Hire Mercer as Compensation Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Alterra Healthcare Corporation's application
to retain and employ Mercer Human Resource Consulting as its
Special Employment Compensation Consultant.

The Debtor submits that in light of the size and complexity of
its chapter 11 case, it requires the services of experienced
advisors who specialize in the field of human resources
management.  Mercer is an experience firm proving human
resources management service in corporate restructurings and
chapter 11 reorganizations and enjoys an excellent reputation
for the services it has rendered in large and complex chapter 11
cases.

In this engagement, Mercer will provide:

     a) research and document competitiveness of
        severance/retention program;

     b) assistance with other compensation/retention issues; and

     c) expert testimony to support severance/retention
        programs.

Peter A. Jacobs discloses that Mercer's professionals will bill
for services at its current hourly rates:

          Senior Principals       $696 per hour
          Principals              $516 per hour
          Senior Associates       $394 per hour
          Analysts                $238 per hour

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 HOMEPATIENT: Reports Improved First Quarter Results
------------------------------------------------------------
American HomePatient, Inc. (Pink Sheets: AHOM) reported net
income of $4.3 million and revenues of $82.5 million for the
quarter ended March 31, 2003.

The Company's net income in the 2003 first quarter of $4.3
million compares to a net loss of $66.9 million in the 2002
first quarter. First quarter 2003 net income includes
approximately $0.9 million of reorganization items related to
the bankruptcy reorganization and excludes approximately $4.7
million in non-default interest expense that would have been
paid during the period had the Company not sought bankruptcy
protection. The net loss for the first quarter of 2002 included
a $68.5 million charge for the cumulative effect of a change in
accounting principle associated with the Company's adoption of
Statement of Financial Accounting Standards No. 142, an income
tax benefit of $2.0 million, and a gain on the sale of the
assets of an infusion center of $0.7 million. Excluding these
items, American HomePatient's income increased in the first
quarter of 2003 compared to the first quarter of 2002 primarily
due to increased same-location revenues and lower bad debt
expense.

The Company's revenues for the 2003 first quarter of $82.5
million represent an increase of $2.7 million over the same
quarter of 2002. In March of 2002, the Company sold
substantially all of the assets of an infusion center, which
contributed $1.9 million in revenues during the first quarter of
2002. Excluding the revenues of the sold center in the first
quarter of 2002, same-location revenues in the first quarter of
2003 increased $4.6 million, or 5.9%, compared to the first
quarter of last year.

American HomePatient's March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $43 million.

Joseph F. Furlong, President and Chief Executive Officer, said,
"We are very pleased with our same-location revenue growth in
the first quarter. We believe this growth is directly
attributable to the Company's investment in its sales and
marketing organization and infrastructure over the past three
years."

EBITDA is a non-GAAP financial measurement that is calculated as
revenues less expenses other than interest, taxes, depreciation
and amortization. For the first quarter of 2003, EBITDA,
excluding reorganization items of $0.9 million and other expense
of $0.1 million, was $11.0 million or 13.3% of revenues. For the
first quarter of 2002, EBITDA, excluding cumulative effect of
change in accounting principle of $68.5 million, gain on sale of
assets of $0.7 million, and other income of $0.1 million, was
$10.4 million or 13.1% of revenues.

Overall, operating expenses increased in the first quarter of
2003 compared to the first quarter of 2002 primarily due to
increased personnel-related expenses associated with the hiring
of additional account executives to improve the Company's sales
and marketing efforts and increased insurance expenses. These
expenses were partially offset by lower bad debt expense. As a
percent of revenues, bad debt expense declined from 5.2% in the
2002 first quarter to 3.8% in the 2003 first quarter. The
reduction in bad debt expense is the result of continued
operational improvements and processing efficiencies at the
Company's billing centers.

                Bankruptcy Proceeding Update

As announced previously, American HomePatient, Inc. and 24 of
its subsidiaries filed voluntary petitions for relief to
reorganize under Chapter 11 of the U.S. Bankruptcy Code on July
31, 2002. The Company's joint ventures with unrelated parties
are not part of the bankruptcy filing. The Company has been
managing its assets and operating its business in the ordinary
course of business as a debtor-in-possession since that date.
The Company and the Official Committee of Unsecured Creditors
appointed by the Office of the United States Trustee jointly
have proposed a plan of reorganization for the Company pursuant
to which all of the Company's creditors will be paid in full and
the shareholders of the Company will retain all of their equity
interests in the Company.

The bankruptcy filing was prompted by the impending December 31,
2002, maturity of the Company's Bank Credit Facility. Over the
last several years the Company unsuccessfully attempted to reach
a long-term agreement with its lenders to restructure the Bank
Credit Facility and thus determined that filing the bankruptcy
cases was the best way to restructure the Company's debt. The
Company and the Official Unsecured Creditors Committee believe
the proposed plan is feasible and in the best interests of all
creditors, and the plan provides for full payment to all
creditors, including the lenders. The hearing before the
Bankruptcy Court on confirmation of the plan of reorganization
was held on April 23-25 and 28-29, 2003. At the conclusion of
the hearing, the Bankruptcy Court took the matter under
advisement. The Court has not yet ruled as to whether the plan
of reorganization would be confirmed. There can be no assurances
as to the final outcome of the bankruptcy proceedings.

American HomePatient, Inc. is one of the nation's largest home
health care providers with 287 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the pink sheets under the symbol
AHOM.


AMR CORP: Cautions that Bankruptcy Risk is Still Very Real
----------------------------------------------------------
On April 25, 2003, AMR Corp. and American Airlines announced
modifications to labor agreements with the leaders of their
three major unions.  The principal modifications were a shorter
duration and the ability to initiate the process of
re-negotiating the Modified Labor Agreements after three years.
Those agreements followed the April 24, 2003, announcement that
the carrier's Board of Directors accepted the resignation of CEO
Donald J. Carty.  The Company also announced that Edward A.
Brennan (a Director of AMR since 1987) had been named Chairman
of AMR and that Gerard J. Arpey (President and COO of the
Company and AMR) had been named CEO of the Company and AMR and a
director of AMR.  On April 24, 2003 and April 25, 2003, the
three major unions certified the ratification of the Modified
Labor Agreements.

Of the approximately $1.8 billion in savings, approximately $1.0
billion comes from wage and benefit reductions while the
remaining approximately $0.8 billion will be realized through
changes in work rules which will result in additional job
reductions.  The Company expects to incur severance and benefits
related charges in connection with these job reductions
beginning in the second quarter of 2003.  The amount of such
charges could not be reasonably estimated at the time of the
filing of AMR's latest Form 10-Q last week. Wage reductions
became effective on April 1, 2003 for officers and May 1, 2003
for all other employees.  Reductions related to benefits and
work rule changes will be phased in over time.  The Company
expects total savings from wages, benefits and work rule changes
to be approximately $200 million in the second quarter of 2003,
$400 million in the third quarter of 2003 and $450 million ($1.8
billion annually) in the fourth quarter of 2003. In connection
with the changes in wages, benefits and work rules, the Modified
Labor Agreements provide for the issuance to American's
employees of approximately 38 million shares of AMR stock in the
form of stock options which will generally vest over a
three-year period.

In addition, subsequent to the ratification of the Modified
Labor Agreements, the Company has reached concessionary
agreements with certain vendors, lessors, lenders and suppliers.
Generally, under the terms of these Vendor Agreements the
Company will receive the benefit of lower rates and charges for
certain goods and services, and more favorable rent and
financing terms with respect to certain of its aircraft. In
return for these concessions the Company anticipates that it
will issue over time up to 2.8 million shares of AMR's common
stock to Vendors who have reached agreements with the Company.
The annual cost savings from the Vendors are estimated to be in
excess of $170 million.

Even with the Modified Labor Agreements, the savings from
Management Reductions and the Vendor Agreements, the Company
warns that it may nonetheless need to initiate a filing under
Chapter 11 of the U.S. Bankruptcy Code because its financial
condition will remain weak and its prospects uncertain.  Among
other things, the Company faces further risks from the continued
weakness of the U. S. economy; the residual effects of the war
in Iraq; the fear of another terrorist attack; the SARS (Severe
Acute Respiratory Syndrome) outbreak; the inability of the
Company to satisfy the liquidity requirements or other covenants
in certain of its credit arrangements; or the inability of the
Company to access the capital markets for additional financing.


APPLIED DIGITAL: First Quarter Net Loss Widens to $27 Million
-------------------------------------------------------------
Applied Digital Solutions, Inc. (Nasdaq: ADSX), an advanced
technology development company, reported its consolidated
results for the first quarter ended March 31, 2003. The
Company's consolidated financial results include the balance
sheets, operating results and cash flows of its majority-owned
subsidiaries, Digital Angel Corporation (AMEX: DOC), and
InfoTech USA, Inc., formerly SysComm International Corporation
(OTC: SYCM).

Revenue from continuing operations for the first quarter of 2003
was $25.1 million, compared with revenue from continuing
operations of $28.2 million for the first quarter of 2002. The
decrease in comparative quarterly revenues was due to the
Company's restructuring through the sale or closure of business
units in 2002 and lower sales for InfoTech USA. On a comparative
quarterly basis, revenue in the first quarter of 2003 for
Digital Angel Corporation and for the Company's wholly owned
subsidiary, Computer Equity Corporation, improved.

Net loss from continuing operations for the three-months ended
March 31, 2003, was $26.8 million, compared to a net loss from
continuing operations of $24.7 million for the first quarter of
2002.

Included in the results for the first quarter of 2003 is a
charge of $22.0 million related to the severance agreements with
certain former executive officers and directors of the Company.
Included in the results for the first quarter of 2002 is a non-
cash charge of $18.7 million resulting from the conversion of
options to acquire Digital Angel Corporation common stock into
options to acquire Medical Advisory Systems, Inc.'s common stock
as a result of the merger of Digital Angel Corporation and MAS
on March 27, 2002.

Commenting on developments in the first quarter, Scott R.
Silverman, Chairman and CEO, said: "The first quarter of 2003
saw a number of significant developments at Applied Digital.
With a new management team in place and an encouraging new
arrangement with our senior lender, I am optimistic about
Applied Digital's future prospects. The Company is committed to
communicating more effectively with our shareholders, executing
on our business plan, and building long-term shareholder value."

A number of important developments occurred during the first
quarter of 2003, including:

-- Shipment of VeriChip products to the Company's distributor in
   Mexico and to US-based Authorized VeriChip Centers;

-- Announcement by Digital Angel Corporation that it had
   received clearances from the Food and Drug Administration and
   the US Department of Agriculture to market Bio-ThermoT, a new
   temperature-sensing implantable microchip for use in pets,
   livestock, and other animals;

-- Announcement in March by Applied Digital's Computer
   Equity/GTI subsidiary that it was one of several companies
   awarded multi-year contracts by the General Services
   Administration's Federal Technology Service as part of the
   agency's CONNECTIONS program;

-- Forbearance Agreement with IBM Credit, announced on March 27,
   2003. Under the terms of that agreement, the Company has the
   right to purchase all of its debt of approximately $95
   million (including accrued interest) with a payment of $30
   million by June 30, 2003, subject to continued compliance
   with the terms of the Forbearance Agreement. If this payment
   is made on or before June 30, 2003, Applied Digital would
   satisfy its full obligation to IBM Credit. As of this date,
   the Company is in compliance with all terms of the
   Forbearance Agreement.

VeriChip is a miniaturized radio frequency identification device
that can be used in a variety of security, financial, emergency
identification and other applications. About the size of a grain
of rice, each VeriChip product contains a unique verification
number and will be available in several formats, some of which
will be insertable under the skin. The verification number is
captured by briefly passing a proprietary scanner over the
VeriChip. A small amount of radio frequency energy passes from
the scanner energizing the dormant VeriChip, which then emits a
radio frequency signal transmitting the verification number. In
October 2002, the US Food and Drug Administration (FDA) ruled
that VeriChip was not a regulated device with regard to its
security, financial, personal identification/safety applications
but that VeriChip's healthcare information applications are
regulated by the FDA. VeriChip Corporation is a wholly owned
subsidiary of Applied Digital Solutions.

On March 27, 2002, Digital Angel Corporation completed a merger
with Medical Advisory Systems, Inc., which for two decades has
operated a 24/7, physician-staffed response center in Owings,
Maryland. Prior to the merger, Digital Angel Corporation was a
93% owned subsidiary of Applied Digital Solutions, Inc. (Nasdaq:
ADSX), which now is a beneficial owner of the company. Digital
Angel(TM) technology represents the first-ever combination of
advanced sensors and Web-enabled wireless telecommunications
linked to Global Positioning Systems. By utilizing advanced
sensor capabilities, Digital Angel is able to monitor key
functions - such as ambient temperature and physical movement -
and transmit that data, along with accurate emergency location
information, to a ground station or monitoring facility. The
company also invented, manufactures and markets implantable
identification microchips the size of a grain of rice for use in
humans, companion pets, fish, and livestock. Digital Angel Corp.
owns the patents for its inventions in all applications of the
implantable microchip technology for humans and animals. For
more information about Digital Angel Corp., visit
http://www.DigitalAngelCorp.com

Thermo Life is a miniaturized, thermoelectric generator powered
by body heat. On July 9, 2002, the Company announced that it had
achieved an important breakthrough: 3.0-volts of electrical
power successfully generated by Thermo Life in laboratory tests.
The Company believes Thermo Life technology has a wide variety
of potential uses, including the powering of various electronic
devices, wristwatches, medical devices, smoke detectors and
other heat-related sensors. If Thermo Life performs as expected
in commercial applications, this technology could effectively
eliminate the need to periodically replace the power source of
these devices. Thermo Life technology can also provide an
independent, heat-generated power source for security related
sensors. Thermo Life Energy Corporation is a wholly owned
subsidiary of Applied Digital Solutions.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems,
miniaturized power sources and security monitoring systems
combined with the comprehensive data management services
required to support them. Through its Advanced Technology Group,
the company specializes in security-related data collection,
value-added data intelligence and complex data delivery systems
for a wide variety of end users including commercial operations,
government agencies and consumers. Applied Digital Solutions is
the beneficial owner of a majority position in Digital Angel
Corporation (AMEX:DOC). For more information, visit the
company's Web site at http://www.adsx.com


A.R. FLEMING PRINTING: Chapter 7 Involuntary Case Summary
---------------------------------------------------------
Alleged Debtor: A.R. Fleming Printing Co.
                1550 Larkin Williams Road
                Fenton, Missouri 63026

Involuntary Petition Date: April 25, 2003

Case Number: 03-45573                 Chapter: 7

Court: Eastern District of            Judge: Kathy A. Surratt-
       Missouri (St. Louis)                  States

Petitioner's Counsel: Counsel for Unisource Worldwide
                      Michael H. Traison, Esq.
                      Miller, Canfiled, Paddock & Stone, PLC
                      150 W. Jeferson, Suite 2500
                      Detroit, MI 48226

Petitioners: Unisource Worldwide, Inc.
             c/o Michael C. Lowrie
             600 Governor's Lake Pkwy.
             Norcross, GA 30071

             Magnet, LLC
             7 Chamber Drive
             Washington, MO 63090

             Missouri Mounting, Inc.
             1040 Industrial Park Dr.
             Montgomery, MO 63361

Amount of Claim: $442,718


ATA HOLDINGS: CEO Declares "We've come a long way, fast..."
-----------------------------------------------------------
During its Annual Meeting of the Shareholders of ATA Holdings
Corp., on Monday, May 12, George Mikelsons recounted the past
nine months for ATA (ATA Airlines, Inc.) (Nasdaq:ATAH), since he
took on the additional role of chief executive officer in August
of 2002.

"Revenues were not picking up," said Mikelsons, who also is the
30-year-old-Company's chairman and founder. "Costs were way too
high. And we weren't taking the dramatic steps necessary to fix
the problem.

"Was ATA ever in as bad shape as many of its peers? No. But, it
is unacceptable to simply do better than a group of other
carriers that are -- or have filed papers -- in bankruptcy
court. I knew that ATA could perform as well as the best in the
industry. I also knew that ATA has some of the best, most
committed and dedicated employees in the industry," Mikelsons
told shareholders, who were meeting at the company's
headquarters here.

He said the company concentrated on four critical areas -- cost
reductions, liquidity, operations and customer focus -- and
acted fast.

"First, we had to stop bleeding cash," Mikelsons said. "That
meant implementing a series of cost reductions. We reduced the
size of our workforce, cut discretionary spending and retired
some aircraft earlier than planned.

"Second, we needed an injection of new liquidity," he continued.
"We had an application pending with the Air Transportation
Stabilization Board (ATSB). And, while our application was under
review, we had missed three months in a row of profit targets.
So, after we spent the first few weeks fixing the business and
re-forecasting the year, our team visited the ATSB and submitted
a new, much more conservative business plan. Our application was
approved. The company received $168 million of liquidity to get
us through the downturn.

"Third, we needed to make structural changes to the way ATA
operates in order to have lasting profitability," Mikelsons
said. "We re-examined our operations, including our aircraft
schedules, to try to fly these multi-million dollar assets
longer during the day. We looked at ways to improve our crew
utilization. And we asked our employees to try to work just a
little bit harder. To their great credit, ATA is now flying 27
percent more seat miles per employee than we did in August of
2001, and our aircraft utilization has jumped from 9.5 hours per
aircraft to 10.8 hours per aircraft, a 13 percent increase, with
more to come.

"This company needed to improve its brand identity," he said.
"I've seen dozens of airlines come and go, and some that never
got off the ground. What makes a very few airlines successful is
the focus on the customer. And it's the repeat customer in
particular that delivers profits to your company... So, our team
looked from top to bottom through the policies at ATA. We've
reduced ticket change fees, put a cap of $299 on our fares, and
if a customer misses their flight, their ticket doesn't lose its
value. And we simplified our fare structure.

"We also implemented a long-needed frequent flyer plan, so that
we now are in the business of rewarding our best customers, not
punishing them as the big legacy carriers do when a business
traveler is forced to purchase a ticket at the last moment.

"Our CASM (cost per available seat mile) was just 7.04 cents,
the lowest of any airline. Customers are recognizing that ATA is
"honestly different" through its new airplanes, simple fare
structure and positive on-board attitude."

Mikelsons said these steps have resulted in ATA being just one
of two major airlines to report an operating profit in the first
quarter of 2003. ATA's operating profit was $1.5 million.

Mikelsons summed up the nine months by saying: "We have a very
productive little airline. Our efforts have simply repositioned
our airline to offer more value in this evolving marketplace. We
can now say with certainty that ATA will be a player in the
airline industry of the future."

Ranked the No. 1 Medium-sized Airline in 2002 by Aviation Week
magazine, ATA is the nation's 10th largest airline. ATA operates
significant scheduled service from Chicago-Midway, Indianapolis,
St. Petersburg, Fla. and San Francisco to over 40 business and
vacation destinations. Stock of the Company's parent company,
ATA Holdings Corp. is traded on the NASDAQ Stock Market under
the symbol "ATAH." For more information about the Company, visit
the website at www.ata.com.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


ATP OIL & GAS: Mar. 31 Working Capital Deficit Widens to $34MM
--------------------------------------------------------------
ATP Oil & Gas Corporation (Nasdaq: ATPG) announced first quarter
2003 net income of $2.4 million. ATP further announced a 32%
increase in proved developed producing reserves during the
quarter. ATP additionally achieved previously announced
production guidance of 5 Bcfe with actual natural gas and oil
production of 5 Bcfe.

               Operating Revenues and Expenses

Oil and gas production revenues were $20.5 million for the first
quarter compared to $18.6 million in the same period in 2002.
Lease operating expense for the first quarter was $3.6 million
($0.73 per Mcfe) compared to $3.8 million ($0.54 per Mcfe) in
the first quarter 2002. LOE guidance for the year, $0.60 --
$0.65 per Mcfe, remains unchanged with lower planned workover
activity and higher production rates expected. General and
administrative expense for the first quarter was $3.2 million,
compared to $2.5 million in the comparable period in 2002. G&A
was higher due to increased compensation expense and
professional fees. Depreciation, depletion and amortization for
the first quarter was $7.8 million ($1.55 per Mcfe), compared to
$11.9 million ($1.69 per Mcfe) in the first quarter 2002. DD&A
benefited from reduced finding and development costs associated
with our 2002 capital program.

                 Developments and Acquisitions

Gulf of Mexico:

Progress on our Gulf of Mexico development program by the end of
the first quarter increased proved developed producing reserves
32% compared to year-end 2002. The Company completed two
developments, Eugene Island 71 and West Cameron 101, and placed
them on production during the latter part of March. The combined
production from these two fields led to an exit production rate
on March 31, 2003 of 70 MMcfe per day, compared to first quarter
average production of 56 MMcfe per day.

The Company's third Gulf of Mexico development in 2003, West
Cameron 284, is underway and on schedule for first production
near the end of the second quarter. The Company developed this
field by installing a caisson and drilling and completing a
horizontal and a vertical well. With first production from West
Cameron 284 in the second quarter and successful execution of
our Gulf of Mexico developments in the second half of this year,
the Company anticipates continued growth in proved developed
producing reserves throughout the remainder of the year.

ATP was the apparent high bidder on West Cameron 663 at the
annual OCS Central Gulf of Mexico Offshore Lease Sale held March
19, 2003 in New Orleans by the Minerals Management Service
(MMS). ATP will own a 100% working interest in West Cameron 663
and serve as operator if ATP's high bid is approved by the MMS.
The block, with proved reserves, is located in approximately 366
feet of water and is in close proximity to the Company's Matia
and Cabrito project. The discovery well on West Cameron 663 was
drilled to a depth of 9063 feet in 1985 with proved hydrocarbons
at approximately 7800 feet measured depth.

ATP was nominated for the National Safety Award of Excellence
for a second consecutive year. The MMS administers the SAFE
program, which recognizes exemplary performance by Outer
Continental Shelf oil and gas operators. Nomination for the SAFE
award placed ATP as one of the 6 finalists for this award out of
41 companies that operate in the Gulf of Mexico in the same
category.

U.K.-Sector North Sea:

Final preparations are underway at the Helvellyn field. The
pipeline is being dewatered, and final production and system
testing is ongoing. The well, which tested in excess of 60 MMcf
per day in January 2003, is expected to be placed on production
during the second quarter 2003. ATP is the operator and has a
net revenue interest of 50% in Helvellyn.

Dutch-Sector North Sea:

In February 2003, ATP expanded its North Sea operations by
acquiring the L-06d block, located in the Dutch sector of the
North Sea. On behalf of the Dutch State, Energie Beheer
Nederland B.V., elected to join ATP and received a 50% working
interest in L-06d in consideration for its share of prior costs
and 50% of all future development costs. The L-06d block,
located in 115 feet of water, contains proved reserves from a
gas discovery in 1990. First production is expected in 2004. ATP
is the operator of the L-06d block.

               Capital Resources and Liquidity

ATP's first quarter cash flow was used primarily for development
activities (discussed in the previous section) and to reduce
bank debt. During the quarter, the company reduced bank debt
$1.5 million to $54.5 million. This reduction continued into the
second quarter further reducing the outstanding balance on our
bank revolver to $50 million. On May 13, 2003, the Company and
its lenders concluded a regularly scheduled borrowing base
redetermination. The borrowing base was set at $50 million with
no further scheduled amortization. The next regularly scheduled
redetermination is set for July 2003, at which time the
borrowing base and scheduled amortizations may be reset.

ATP reported a working capital deficit of $34.0 million at
March 31, 2003, compared to $13.7 million at December 31, 2002.
The Company had a smaller working capital deficit as calculated
by its lenders. A calculation of ATP's working capital per our
lenders can be found at the end of this press release. On May
13, 2003 amendments were executed with our lenders that removed
the requirement for a positive working capital for the period
ending March 31, 2003 and eliminated the non-compliance with
working capital covenants under both agreements as of that date.
The working capital covenant under our bank credit facility will
be reinstated as of June 30, 2003. Interest expense in the first
quarter was $2.3 million, compared to $2.7 in the comparable
2002 period. The cash portion of interest expense was $1.4
million, compared to $1.6 million in the first quarter 2002. The
decrease in interest expense is attributable to a 17% decrease
in bank debt over the comparable period.

During the second quarter, the Company improved its financial
flexibility with the receipt of $19.2 million that is not
reflected in the financial statements for the quarter ending
March 31, 2003. Of this amount, $8.1 million relates to the
Company's agreement to develop a property during the next 60
months. If the property is not developed, the amounts will be
returned with interest. The remaining $11.1 million was raised
through an offering of 4,000,000 shares of common stock.

ATP Oil & Gas is focused on development and production of
natural gas and oil in the Gulf of Mexico and the North Sea. The
company trades publicly as ATPG on the NASDAQ National Market.


BASIS100: Shareholders Okay Canadian Lending Sale to Filogix
------------------------------------------------------------
At the Annual and Special Meeting, Basis100's shareholders voted
to approve the proposed sale of its Canadian Lending Solutions
business to FiLogix Inc.

A quorum was not represented at the May 15, 2003, Special
Meeting of Basis100 debentureholders. Therefore, that meeting
has been adjourned to a date and place to be announced. The date
will be not less than 21 days, nor more than 50 days from
May 15. Quorum for the reconvened meeting will be the
debentureholders present in person or by proxy. Details of the
reconvened meeting will be issued by Basis100 in a future press
release.

Closing of the CLS business sale is subject to a number of
customary conditions, including Basis100's debentureholder
approval. Accordingly, the parties expect the closing will occur
shortly after the reconvened debentureholder meeting, assuming
such conditions are satisfied.

Basis100 Inc. 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, please visit http://www.Basis100.com.

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


BLACK HAWK: Boots Out Old Management and Commences New Strategy
---------------------------------------------------------------
The biggest casino in Colorado is shedding its original
management and striking out with a strategy to pull itself out
of bankruptcy, the Denver Post reported.

The Black Hawk Casino by Hyatt became the Mountain High Casino,
signaling Hyatt's departure from the Black Hawk market.
Wednesday also marked the beginning of a test for the casino's
owner-Black Hawk-based Windsor Woodmont, which is paying Hyatt
$18.3 million to break a year-old management contract. That test
will determine if Windsor Woodmont can pull the casino out of
its financial hole on its own, without Hyatt. Windsor is betting
on a new manager with a history for turning around struggling
casinos, a corral of new slot machines and a sweeping adjustment
of the return on most of its slots.

"It will be what it should have been all along," said Tim Rose,
president of Windsor Woodmont, which filed for bankruptcy in
November after less than a year in business, reported the
newspaper. (ABI World, May 14)


BETHLEHEM STEEL: Seeks Court OK for Indiana Tax Authorities Pact
----------------------------------------------------------------
Before Petition Date, Bethlehem Steel Corporation and its
debtor-affiliates determined that certain of their real property
had been over-assessed by Westchester Township in Indiana for
the assessment years 1996 to 2001.  The Debtors believe that
there was a due refund for the overcharged real property taxes
from certain local taxing units including the Town of Bums
Harbor, Westchester Township Public Library, Duneland School
Corporation, Westchester Township, Portage Township, Porter
County Airport, Porter County, Town of Dune Acres, Portage
Township Schools, City of Portage, Town of Chesterton, and the
Town of Porter in Indiana.

Consequently, the Debtors filed actions with the Property Tax
Assessment Board of Appeals in Porter County, Indiana seeking a
ruling that they overpaid their real estate property taxes for
those years.  The Debtors asked the Tax Board to determine the
amount of their overpayments.  The Debtors likewise filed
similar actions in Porter County seeking a reduction of their
personal property tax assessment as provided in their amended
2000 tax return.  For years 2001 and 2002, the Debtors claimed
substantial reductions in their personal property assessment for
abnormal obsolescence.

However, the Indiana Local Taxing Authorities also commenced
actions against the Debtors seeking a determination that the
Debtors overstated their entitlement to personal property
reductions for years 2001 and 2002.

In light of these issues and to avoid further costly litigation,
the Debtors, Chicago Cold Rolling LLC, and International Steel
Group, the purchaser of substantially all of the Debtors'
assets, entered into a Property Tax Compromise Agreement with
the Local Taxing Authorities.  Chicago Cold Rolling is the only
Debtor subsidiary with property in Indiana.

As approved by the Court, the salient terms of the Compromise
Agreement include:

    -- the Debtors and the Taxing Authorities will abandon, with
       prejudice, all real estate and personal property tax
       claims relating to assessment years occurring before 2005
       insofar as they are applicable to the Burns Harbor Plant
       and any other Debtor properties located in Porter County
       being acquired by ISG.  The Debtors and the Taxing
       Authorities will not initiate any claims in the future.
       They will relinquish any and all claims that any of them
       may have for any property tax refunds, adjustments, or
       additional payments attributable to assessment years
       occurring before 2005;

    -- At the Closing of the ISG Sale, the Debtors will pay
       $10,903,319 in prepetition real estate property taxes
       from the Sale proceeds to the Porter County Treasurer.
       This will represent the amount that the Debtors would
       have paid on November 10, 2001, May 10, 2002, and
       November 10, 2002 assessed prepetition relating to their
       Burns Harbor Plant. The Porter County Treasurer will
       release its alleged $19,600,000 personal property tax
       claim against the Debtors;

    -- ISG will pay the Porter County Treasurer the amount as
       the Debtors would have paid in 2003 and 2004 for real
       estate property taxes assessed against the Debtors'
       property located in Porter County on March 1, 2002 and
       March 1, 2003.  The amount of the annual payments will be
       determined by reference to:

       (a) the March 1, 2001 assessed value of the Debtors' real
           estate holdings located in the Local Taxing Units
           and, except as noted in the Settlement Agreement;

       (b) the effective tax rate in each Local Taxing Unit used
           to determine the real estate property tax payment due
           in 2003 and 2004.

       The payments due for 2003 and 2004 are expected to be
       $8,247,657 annually.  One-half of the amount due each
       year is to be paid every May 10 with the remainder of
       each year's payment to be paid every November 10;

    -- With regard to the Porter County Real Estate assessments
       after March 1, 2001, ISG agrees not to appeal a real
       estate property tax assessed valuation at or below the
       valuation established on March 1, 2001.  ISG reserves the
       right to appeal any future assessed valuation at a value
       higher than, or not reflecting a subtraction as
       contemplated in the Settlement Agreement, from the
       March 1, 2001 valuation.

       The value of the subject Property may be reduced by:

       (a) removal of a major facility from service;

       (b) property sales;

       (c) a facility becoming inoperable because of a
           catastrophic event; or

       (d) government reassessment.

       The Local Taxing Units reserve the right to appeal the
       personal property assessed valuation, which will be
       submitted for the first time by ISG in 2004 for a
       March 1, 2004 assessment date, payable in 2005;

    -- ISG and the Debtors will waive the remaining amounts due
       from the Town of Burns Harbor for purchase of an interest
       in the Debtors' wastewater treatment facility.  The
       payment amount is $450,000;

    -- The Town of Burns Harbor will receive $900,000 in
       payments for services in 2003, 2004, 2005, and 2006, in
       semi-annual installments every January 5th and July 5th.
       In 2003, the first payment will be made within a month
       after the Closing;

    -- The Town of Burns Harbor, by May 14, 2003, will initiate
       proceedings as required under the Indiana Code to
       establish an Economic Revitalization Area beginning 2004
       designed to allow ISG full benefits of the abatement
       program for any qualified investments made during 2004
       and the following nine years with respect to ISG property
       located north of U.S. Highway 12 in the Town of Burns
       Harbor.  All qualified capital investments of ISG and its
       subsidiaries or partnerships in each of the 10 years of
       the Program will be granted 10 years abatement pursuant
       to the Indiana Economic Revitalization Area program.  The
       Town of Burns Harbor will waive the filing of a statement
       of benefits.  ISG will submit to the Burns Harbor Town
       Council quarterly reports of projected qualifying capital
       investments with related tax abatement projections.  The
       abatement benefits under the ERA designation will apply
       to personal property only and not to real estate;

    -- ISG will act in good faith when considering unique and
       special circumstances associated with a financial
       shortfall to the Local Taxing Units created by the
       Debtors' bankruptcy and to consider the circumstances on
       an ad hoc basis when deciding, in its sole discretion,
       whether it will voluntarily contribute additional amounts
       to the Local Taxing Units; and

    -- The Taxing Authorities, in consideration of the
       commitments made by the Debtors and ISG provided in the
       Settlement Agreement, acknowledge that the fulfillment of
       the commitments will fully and completely satisfy all
       obligations of the Debtors and ISG for real estate tax
       attributable to any real property acquired by ISG and the
       personal property tax attributable to any personal
       property located on these parcels that would have been
       payable before 2005.  All taxes, penalties, and interest
       that were due, or could have been claimed as due, before
       2005 will be compromised and cancelled by the Settlement
       Agreement except as otherwise provided. (Bethlehem
       Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


CANBRAS COMMS: Successfully Refinances Unit's $18M Note Facility
----------------------------------------------------------------
Canbras Communications Corp. (TSX:CBC) announced that its
subsidiary, Canbras TVA, has entered into a new Reais-
denominated credit facility with a group of Brazil-based banks,
the proceeds of which will be used exclusively to refinance
Canbras TVA's existing US$18.5 million Floating Rate Note
facility.

Renato Ferreira, President and CEO of the Canbras Group, stated,
"Canbras is very pleased with the new credit facility, which is
designed to refinance the existing US-dollar denominated credit
facility. The new loan will enable Canbras TVA to repay in a
timely manner the US$9.25 million principal repayment due on
May 14, 2003, and provides for a further loan in May 2004 for
the purpose of repaying the balance of the US-dollar denominated
facility due at that time. In addition, the new facility is
based on a business plan which has been agreed with Canbras'
partner in Canbras TVA, and which management believes will
enable the Canbras Group to continue in operation for 2003 and
beyond."

The new Reais-denominated credit facility, which has a four-year
term, is subject to monthly amortization of principal and
interest as well as certain mandatory prepayment terms, and
bears interest at a floating rate equal to 110% of the Brazilian
Interbank Certificate of Deposit rate. Subject to customary
closing conditions, the funds will be disbursed in two tranches,
the first on May 14, 2003 in an amount sufficient to repay the
Series B Floating Rate Notes in the principal amount of US$9.25
million plus accrued interest, and the second on May 14, 2004 in
an amount sufficient to repay the Series C Floating Rate Notes
in the principal amount of US$9.25 million plus accrued
interest. The new credit facility and the existing Floating Rate
Note facility will rank pari passu and are secured by a first
priority pledge on substantially all assets of Canbras TVA. In
addition, within thirty days after signing of the new credit
facility, Canbras and its partner in Canbras TVA are required to
pledge to the lenders under both facilities their capital stock
of Canbras TVA.

Although Canbras believes that the new credit facility, together
with the related business plan agreed with Canbras' partner in
Canbras TVA, will enable the Canbras Group to continue in
operation for 2003 and beyond, the new credit facility contains
certain strict financial and other covenants and obligations
which, if not maintained or complied with, would result in an
event of default under both the new credit facility and the
existing credit facility. In addition, if the required pledge of
the capital stock of Canbras TVA is not timely completed, an
event of default would occur under both credit facilities. Upon
an event of default, the lenders under both facilities would be
entitled to demand immediate repayment of the entire amounts of
the indebtedness outstanding under such facilities. Canbras
TVA's ability to comply with all financial and other covenants
and obligations contained in its credit facilities is dependent
upon the results of its operations which can be significantly
impacted by economic, political, competitive and other
conditions prevailing in Brazil, and therefore, there can be no
assurance that Canbras TVA will be able to comply with all
financial and other covenants and obligations contained in its
credit facilities, or that the Canbras Group will be able to
continue in operation for 2003 and beyond.

                         General

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data
transmission services in Greater Sao Paulo and surrounding areas
and the State of Paran . Canbras Communications Corp.'s common
shares are listed on the Toronto Stock Exchange under the
trading symbol CBC. Visit the Company's Web site at
http://www.canbras.ca

At Dec. 31, 2002, the company's balance sheet reported current
assets of about CDN$ 14.6 million and current liabilities of
CDN$34.6 million.


CANNON EXPRESS: Ralph Turner Discloses 12.31% Equity Stake
----------------------------------------------------------
Ralph Turner, Jr. beneficially owns 450,000 shares of the common
stock of Cannon Express, Inc.  The options to acquire 450,000
shares of Cannon Express, Inc. were acquired as partial
consideration for the services of CFOex, Inc., Mr. Turner'
employer, in assisting Cannon Express in its efforts to improve
its current financial position.

The acquisition of the options to acquire the shares is part of
the consideration from Cannon to CFOex, Inc., a Tennessee
financial advisory services corporation, for services provided,
and to be provided by Mr. Turner. These services include
retaining Mr. Turner to act as chief operating officer as part
of Cannon's crisis management team. Mr. Turner is working with
Cannon to reduce cash consumption rates, to improve Cannon's
liquidity, develop and implement one and two-year financial
plans, restructure Cannon's capital structure, and other actions
designed to improve Cannon's liquidity and capital structure.
Under the terms of the Option Agreements dated August 17, 2002
for a total of 1,500,000 shares on April 23, 2003, CFOex, Inc.
assigned 450,000 stock options each to its employees, Bruce
Jones, Calvin Turner, and James Schnoes.

The options are not all immediately exercisable. Mr. Turner
received 150,000 options with an exercise price of $.53, which
are immediately exercisable. Mr. Turner received 150,000 options
which are exercisable at a price of $.53, but only after the
$0.01 per share par value common stock of Cannon has traded at a
price of $1.00 per share for 10 consecutive days. Two additional
options were received by Mr. Turner for 75,000 shares each, with
an exercise price of $.53. Each of these options require the
common stock to trade at a price of $2.00 and $3.00 per share,
respectively, for 10 consecutive days before it can be
exercised.

Mr. Turner holds sole voting and dispositive powers over the
common stock, which represent 12.31% of the outstanding common
stock of Cannon Express, Inc.

                        *   *   *

It was previously reported that on November 15, 2002, Cannon
Express received notice from the American Stock Exchange Staff
indicating that the Company is below certain of the Exchange's
continued listing standards in Section 1003(a)(i) due to losses
in two out of its three most recent fiscal years, equity below
$4 million and losses from continuing operations and/or net
losses in three out its four most recent fiscal years; and
Section 1003(a)(iv) in that it has sustained losses which are so
substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion
of the Exchange, as to whether the Company will be able to
continue operations and/or meet its obligations as they mature.
Additionally, the Company has fallen below Section 1003(d)
Failure to Comply with Listing Agreements, in that the Company's
Audit Committee has not been in compliance with the AMEX Company
Guide since November 2001.


CONSECO: Inks Settlement with Insurance Cos. Re Securities Lit.
---------------------------------------------------------------
The Securities Plaintiffs filed various claims against the
Conseco Debtors and certain of Conseco's current and former
directors and officers alleging violations of federal securities
laws.  The Debtors and defendants settled those claims in August
2002 for $120,000,000, of which $100,000,000 was to be funded by
Conseco's directors' and officers' liability insurance carriers.
However, Underwriters at Lloyd's, London and Royal Insurance
Company have continued to dispute that their policies afford
coverage for the securities claims.

James H.M. Sprayregen, Esq., tells Judge Doyle that the Debtors
have reached a settlement with Lloyd's and Royal Insurance
Company. The Settlement Agreements represent a global settlement
of all issues related to the Securities Litigation.

In the Lloyd's Settlement Agreement, the Parties agree that:

    a) Lloyd's will wire transfer $5,000,000 to an escrow
       account;

    b) Conseco will, at no cost to Lloyd's:

       -- dismiss the Adversary Proceeding with prejudice; and

       -- obtain from the Indiana State Court a final judgment
          in favor of Lloyd's for all claims or allegations in
          the Coverage Litigation against Lloyd's and all claims
          will be dismissed;

    c) Conseco waives its rights to appeal the final judgment;

    d) The Securities Plaintiffs will dismiss with prejudice the
       Adversary Proceeding;

    e) The CNC Claim will be classified as a Class 8A Claim
       under the Plan and will be allowed for $17,000,000; and

    f) Conseco and the other parties will mutually release each
       other of any related claims.

In the Royal Settlement Agreement, Conseco, the Individual
Insureds and Royal agree that:

    a) the Securities Plaintiffs will release to Royal the
       $5,000,000 in the Escrow Account;

    b) the Royal proof of claim will be allowed as a Class 8A
       Claim under the Plan for $200,000;

    c) all litigation between Conseco and Royal is concluded;
       and

    d) Conseco and the insureds will provide a full policy
       release and/or buyback to Royal.

Mr. Sprayregen tells the Court that the Settlement Agreements
have the support of the Creditors' Committee.  Further
litigation would be time-consuming and costly with an uncertain
outcome. Litigation would only burden the Debtors' estates with
additional expenses without any chance of affirmative recovery.
(Conseco Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


COVANTA ENERGY: Woos Court to Approve Zurich Settlement Pact
------------------------------------------------------------
Pursuant to Section 105 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Covanta Energy
Corporation and its debtor-affiliates ask the Court to approve a
settlement agreement between Ogden New York Services, Inc. and
Zurich American Insurance Company.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that prior to the Petition Date, Ogden NY
provided fueling services at the John F. Kennedy Airport that is
operated by the Port Authority of New York and New Jersey.  The
fueling services included fuel storage management and into-plane
fueling.  Moreover, the Debtors purchased certain Contractor's
Environmental Impairment Liability Policies from Zurich in
relation to the airport fueling operations at JFK for policy
years 1996 through 1999.  Each of the EIL Policies requires that
in order to obtain insurance coverage for a particular claim
made against any policyholder, that claim must be reported to
Zurich within a prescribed time period.  In addition, the EIL
Policies provide limits of liability of $4,000,000 per loss and
$8,000,000 in total for all losses.

On March 6, 1996, United Air Lines, Inc., an airline operating
out of JFK, notified Ogden NY, as well as American Airlines,
Inc. and the Port Authority of New York and New Jersey, that it
considered Ogden and other entities to be potentially liable
under the New York Oil Spill Prevention, Control and
Compensation Law for alleged soil and groundwater contamination
at JFK.  The contamination allegedly resulted from fuel delivery
to commercial aircraft.  United requested Ogden and other
entities to participate in the clean-up activities at JFK.

Consequently, on January 4, 2000, Ms. Buell informs Judge
Blackshear that United filed an action against Ogden NY, among
others, seeking a declaratory judgment that Ogden NY was
responsible for petroleum contamination at terminals United
formerly or currently leased and operated at JFK.  Shortly
thereafter, on January 21, 2000, American filed a similar action
against Ogden NY.  The Airline Lawsuits have been consolidated
for joint trial.

The Airlines allege that Ogden NY negligently caused discharges
of petroleum at JFK.  They further allege that Ogden NY is
obligated to indemnify the Airlines for clean-up costs and legal
expenses related to the JFK terminals and that Ogden NY is
liable under the Spill Law, which imposes liability on those
responsible for petroleum discharges under the common law
theories of indemnification and contribution.  United is seeking
at least $1,540,000 in technical contractor costs and $432,000
in related legal expenses, as well as a declaration that Ogden
NY and its co-defendants are responsible for all or portion of
any future losses, costs and expenses United incurred.  On the
other hand, American is seeking reimbursement of all or a
portion of $4,600,000 allegedly spent in JFK clean-up costs and
legal fees, plus additional future losses, costs and expenses
that allegedly could lead to an aggregate claim of $70,000,000.
On February 26, 2001, Ogden NY filed counter-claims and cross-
claims against the Airlines for contribution.

In the same manner, Ogden filed a coverage action against Zurich
on February 20, 2001.  Ogden NY alleged, among other things,
that Zurich was in breach of contract for not fulfilling its
obligation to defend Ogden NY and pay associated defense costs
and for breaching its obligations to indemnify Ogden should it
become liable for damages in connection with the Airline
Lawsuits, pursuant to the EIL Policies.  Also, Ogden NY seeks
money damages from Zurich to cover defense fees, costs and
expenses and indemnity, settlement or other costs in connection
with the Airline Lawsuits pursuant to the EIL Policies.  Zurich
denies that the EIL Policies obligate it to provide coverage
with respect to the claims asserted against Ogden NY in the
Airline Lawsuits.

Ms. Buell reports that in the Coverage Action, Ogden NY
successfully obtained partial judgment that Zurich owed a duty
to defend Ogden against the Airline Lawsuits and pay its defense
fees, costs and expenses.  Zurich appealed the judgment with the
New York Appellate Division, First Department.  The Appeal has
been referred to a mediator.

To avoid the continued expense and the uncertainty of
litigation, the Parties have entered into the Settlement
Agreement, which would lead to the discontinuance with prejudice
of the Coverage Action.  The salient terms of the Settlement
Agreement are:

A. Zurich will pay to Ogden NY $1,800,000 in full and final
    settlement of all claims for defense and indemnity made to
    date by Ogden NY for environmental impairments allegedly
    resulting from Ogden NY's fueling operations at JFK;

B. Ogden NY will release, acquit and forever discharge Zurich
    from any and all liabilities, claims, rights, allegations,
    demands or causes of action that Ogden NY has or may have
    for claims connected with or relating to environmental
    impairments allegedly resulting from Ogden NY's fueling
    operation at JFK;

C. Zurich agrees not to recoup from Ogden NY or its other
    insurance carriers by reimbursement, subrogation or
    otherwise, defense or other costs paid by Zurich pursuant
    to the Settlement Agreement, and releases, acquits and
    forever discharges Ogden NY from any and all liabilities,
    claims, rights, allegations, demands or causes of action
    that Zurich has or may have which are connected with, or
    related to, or arise in any way from environmental
    impairments allegedly resulting from Ogden NY's fueling
    operation at JFK;

D. Neither Zurich nor Ogden NY is aware of any claims for which
    Zurich may be liable to Ogden NY under the EIL Policies
    other than those claims being released pursuant to the
    Settlement Agreement;

E. Zurich is not aware of any insurance policies that Zurich
    sold, issued or participated in, other than the EIL
    Policies, that may provide coverage to Ogden NY;

F. Ogden NY will use good faith efforts to obtain a waiver of
    any claims that any of its other insurers might assert
    against Zurich in the course of future settlement; and

G. Ogden NY and Zurich will file a stipulation of discontinuance
    with prejudice of the Coverage Action, with each party to
    bear its own costs and attorneys' fees.

Ms. Buell contends that the Settlement Agreement is warranted
because:

    (a) Ogden NY is able to avoid the ongoing expense of
        defending against Zurich's appeal and obtains partial
        reimbursement for legal expenses and defense costs
        already paid in connection with the Airline Lawsuits;

    (b) while Ogden NY believes it would likely prevail in the
        Coverage Action, the probability of success on the
        merits is not certain and Zurich would continue to
        vigorously defend its position and prosecute the appeal;

    (c) it provides mutual releases of Zurich and Ogden NY and
        represents a fair settlement of all outstanding claims
        or potential claims that exist between the Parties under
        the EIL Policies relating to environmental impairments
        allegedly resulting from Ogden NY's fueling operation at
        JFK;

    (d) the $1,800,000 payment by Zurich to Ogden NY represents
        significant value to the estate in view of the:

        -- limits of liability under the EIL Policies;

        -- amount of legal expenses already paid in connection
           with Ogden NY's defense of the Airline Lawsuits;

        -- expense of defending or prosecuting any appeal or
           further proceedings; and

        -- uncertainty of prevailing on the appeal.

        In addition, other funds may be available to Ogden NY in
        connection with the Airline Lawsuits from general
        liability insurance policies with other insurance
        carriers; and

    (e) it is a product of vigorous arm's-length bargaining
        between the Parties over the course of more than nine
        months. (Covanta Bankruptcy News, Issue No. 28;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)



DAVEL COMMS: Balance Sheet Insolvency Stands at $61MM at Mar. 31
----------------------------------------------------------------
Davel Communications, Inc. (OTCBB:DAVL.OB) announced financial
results for the three-month period ended March 31, 2003. The
first quarter 2003 financial results include the results of
PhoneTel Technologies, Inc., which has been reflected in the
Company's operations since July 24, 2002, the date on which the
Company acquired PhoneTel.

Total revenues were $22.9 million (including revenue for
PhoneTel) compared to $17.3 million in the prior year's first
quarter. This increase includes a $3.9 million adjustment to
dial-around revenue relating to the sale of a portion of the
Company's bankruptcy claim due from WorldCom for $4.9 million.
Without this sale, total revenues increased by $1.7 million, or
10%, compared to last year's first quarter. This increase
reflects a 24% increase in the average number of payphones in
service as a result of the PhoneTel acquisition, offset by the
continuing impact of wireless communications on payphone usage
and revenues per phone. The decline in revenues per phone has
contributed to the continued strategic removal of low revenue
phones. A significant reduction in the number of payphones is
expected in the second quarter of 2003 in an effort to improve
profit margins on the Company's payphones.

Operating expenses increased by $5.6 million over last year
primarily due to the PhoneTel merger. Operating expenses in both
quarters reflect net reductions in telephone charges of $0.8
million in 2003 and $1.9 million in 2002, primarily due to
regulatory refunds received from local exchange carriers under
the FCC's "New Services Test". The Company's operating loss
decreased from $3.3 million in the first quarter of 2002 to $3.2
million in 2003 as a result of the revenue and expense
increases.

The net loss for the quarter was $4.7 million, compared to a net
loss of $7.8 million in 2002. The decrease in net loss was due
to the revenue and expense increases described above and a $3.0
million reduction in interest expense. This decrease in interest
expense related to the Company's debt-for-equity exchange
immediately prior to the PhoneTel merger in which the Company
exchanged approximately $219 million of indebtedness for
approximately 380.6 million shares of common stock. Following
the debt-for-equity exchange and the PhoneTel merger, the
Company had approximately 615.0 million shares of common stock
outstanding.

On May 2, 2003, the Company paid the remaining balance due under
the Company's $10 million Senior Credit Facility obtained in the
first quarter of 2002 to fund certain payables and acquisition
costs. The early retirement of this debt, that was originally
due June 30, 2003, was funded from the proceeds of certain
regulatory receipts and the sale of the WorldCom bankruptcy
claim.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $19 million, and a total shareholders'
equity deficit $61 million.

Founded in 1979, Davel is the largest independent provider of
pay telephones and related services in the United States with
operations in 48 states and the District of Columbia. Davel
serves a wide array of customers operating principally in the
shopping center, hospitality, health care, convenience store,
university, service station, retail and restaurant industries.


DEVINE: Financing Negotiations Prompt Delay in Filing Results
-------------------------------------------------------------
Devine Entertainment (TSX:DVN) announced a delay in the filing
of its year-end audited financial statements.

Devine is actively negotiating a series of corporate and
production related financings that, if completed successfully in
the near future, will put the Company on a stronger fiscal
footing and enable it to complete its filings and schedule a
shareholders meeting within the next 60 - 90 days.

The Company has been pursuing new financing for some time and
acknowledges that, if a financing is not completed in the near
future, it may not be able to meet all of its ongoing
obligations which could necessitate a reorganization of the
Company and a change in the status of its TSX listing.

Devine's management continues to pursue new corporate financing,
new production and the maximizing of revenues and the value of
its proprietary film library. Management remains committed to
its shareholders and creditors in a very difficult time for
Toronto-based film production companies and the Canadian
entertainment sector in general.

Five-time Emmy Award-winning Devine Entertainment Corporation is
a developer and producer of high-quality children's and family
films designed for worldwide television and cable markets and
international home video markets.

                       *   *   *

As previously reported in the Jan. 23, 2003, edition of the
Troubled Company Reporter, Devine Entertainment Corporation
reached an agreement with the majority of its outstanding
debenture holders to postpone certain principal payments.

In aggregate, CDN $1,385,800 principal amount of the Series 1
and 2 Subordinate Convertible Debentures are currently issued
and outstanding.

As of December 31, 2002 the Company was in default on the Series
2 Debentures. The Company previously reported that because of
conditions in the capital markets that made it difficult for the
Company to raise equity investment, its working capital
continues to be limited. With the support of its debt holders,
the Company had previously postponed certain interest payments.


DICE INC: Plan Confirmation Hearing Scheduled for June 24, 2003
---------------------------------------------------------------
Dice Inc. (OTC Bulletin Board: DICQE) announced that the U.S.
Bankruptcy Court for the Southern District of New York has
approved the Disclosure Statement filed in connection with the
Joint Plan of Reorganization proposed by the Company and by
Elliott Associates, L.P. and Elliott International, L.P.  The
Bankruptcy Court also authorized the Company to begin soliciting
approval from holders of its 7% Convertible Subordinated Notes
and from shareholders. With this action, Dice remains on
schedule to complete its reorganization and emerge from Chapter
11 protection by early July 2003 as a privately held,
essentially debt-free company.

At a hearing Thursday last week in New York, the Court ruled
that the Company's Disclosure Statement contained adequate
information for the purposes of soliciting approval for the
Plan. A confirmation hearing for the Court to consider approval
of the Plan has been scheduled for June 24, 2003. By May 23,
2003, Dice will mail notice of the proposed confirmation hearing
and begin the process of soliciting approvals for the Plan from
those qualified to vote pursuant to the Plan. Assuming that the
requisite approvals are received and the Court confirms the Plan
under the current timetable, Dice presently intends to emerge
from its Chapter 11 reorganization by early July 2003. Dice
Inc.'s two operating subsidiaries, Dice Career Solutions, Inc.
and MeasureUp, Inc., are not part of the Chapter 11 process.

             Proposed Joint Plan of Reorganization

As previously reported, the Plan provides for the early
extinguishment of approximately $69.4 million in aggregate face
amount of the Notes in exchange for 95% of reorganized Dice's
outstanding common stock on a pro forma basis. Under the Plan,
all of the Company's currently outstanding capital stock is to
be cancelled and substantially all of its new capital stock is
to be issued to the holders of its Notes. Elliott holds
approximately 48% of the Notes, and upon the Company's exit from
bankruptcy, would own approximately 46% of the reorganized
Company.

The Plan also provides for the 130 largest shareholders to
receive 5% of the common stock in the reorganized Company, and
for the remainder of shareholders to receive an allocation of
cash of no more than $50,000 in the aggregate. In addition to
retaining 5% ownership, existing Dice shareholders who receive
new common stock would also receive warrants to acquire an
additional 8% of new common stock of the reorganized Company.
These warrants would have an exercise price which would equate
to an equity value for the reorganized Company of $69.4 million
in the aggregate.

                    Solicitation Timetable

The solicitation timetable authorized by the Court is as
follows:

* May 15, 2003 is the Record Date for mailing. Holders of claims
  and shareholders as of this date will receive the mailing from
  Dice and noteholders and shareholders of record as of that
  date will be entitled to vote on the Plan.

* May 23, 2003 is the date by which Dice will mail its
  solicitation materials.

* June 14, 2003 is the date by which all exhibits and
  supplements to the Disclosure Statement will be filed with the
  Court.

* June 17, 2003 is the Record Date for distribution of new
  equity in the reorganized company. Noteholders and the largest
  130 shareholders as of this date will be entitled to receive
  equity as set forth in the Plan.

* June 19, 2003 is the Voting and Objection Deadline. This is
  the deadline for receipt of ballots on the Plan of
  Reorganization and the filing of objections to the
  confirmation of the Plan in the Court.

* June 24, 2003 is the date on which the Confirmation Hearing
  for the Plan has been scheduled.

Based on the above timetable, the Company anticipates emerging
from Chapter 11 and distributing new capital stock in early July
2003.

Dice Inc. (OTC Bulletin Board: DICQE) -- http://about.dice.com
-- is the leading provider of online recruiting services for
technology professionals. Dice Inc. provides services to hire,
train and retain technology professionals through its two
operating companies, dice.com, the leading online technology-
focused job board, as ranked by Media Metrix and IDC, and
MeasureUp, a leading provider of assessment and preparation
products for technology professional certifications.

Dice Inc.'s corporate profile can be viewed at
http://about.dice.com


DIGEX INC: March 31 Net Capital Deficit Balloons to $70 Million
---------------------------------------------------------------
Digex, Incorporated (OTC Bulletin Board: DIGX), a leading
provider of enterprise hosting services, announced revenue of
$39.8 million for the quarter-ended March 31, 2003, compared
with $51.8 million a year ago. Ending the quarter managed
servers totaled 3,165 with average monthly revenue per server of
$3,880. Gross margin in the quarter totaled 40%. Net loss
available to common stockholders for the quarter totaled $27.5
million. Net cash provided by operations ending March 31, 2003
was $5.7 million compared with net cash used in operations in
the same period of 2002 of negative $0.1 million.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $145 million, and a total shareholders'
equity deficit of about $70 million.

"The work we accomplished in 2002 started to show on the bottom
line of the income statement this quarter, as our net losses
improved significantly year-over-year," said George Kerns,
president and CEO of Digex.

New customers added this quarter include: Anritsu Corporation,
CNB e-lysium Systems Co. LLC, Deloitte Consulting, LifeCell
Inc., R.E. Technologies, Inc., SecureInfo and Tractor Supply
Company. A number of customers also upgraded or renewed their
services including: Big Brothers Big Sisters of America, Blue
Shield of California, Edmunds.com, Inc., HJ Heinz, Landstar
System, Inc., Matrix Absence Management, Inc., National Auto
Research and Watson Wyatt.

"We covered our operating and capital expenses with no external
funding in the first quarter, said Scott Zimmerman, senior vice
president and CFO of Digex. "Additionally, Digex continued
generating positive cash flow from operations."

Financial highlights for Digex include:

* Net cash used in investing activities totaled $0.8 million in
  the first quarter of 2003 down 94% from the 2002 amount

* Quota-carrying salespeople totaled 49 for the quarter compared
  with 51 last quarter and 161 in the year-ago period

* Total employees ending March 31, 2003 was 776, compared with
  785 last quarter and 1,293 in the year-ago period

Additional quarterly highlights for Digex include:

* Evaluated and deployed over 20,000 patches for its customers
  in the first quarter, utilizing the latest version of its
  SmartSecurity(R) patch management methodology.
  SmartSecurity(R) comprises a rapid approach to assessing,
  testing and resolving Digex-uncovered, vendor-notified or
  security industry-identified exploits.

* Launched Digex AppSpect(SM) -- a new network-based security
  service that searches for application-layer vulnerabilities.
  Digex AppSpect(SM) scans applications using browser-based
  clients against the ten most common security vulnerabilities
  including cookie poisoning, cross-site scripting and forceful
  browsing. The AppSpect service includes consultation from
  Digex security experts including recommendations for improving
  application security.

* Engineered managed services for two leading enterprise
  software packages: Siebel 7 and PeopleSoft 8. Digex's Siebel
  and PeopleSoft managed services include application specific
  automated process monitors, an array of pre- and post-
  production services, and advanced service levels specifically
  designed to improve the security and reliability of these
  applications when they are deployed on the Internet.

* Renewed SAS70 Type II Audit -- Digex successfully completed
  its SAS70 Type II review and audit for 2003. The SAS70 Type II
  Audit enforces high standards on operational controls and is
  required by many financial institutions as a prerequisite for
  doing business with a service provider.

* Expanded BEA WebLogic Platform support -- Digex expanded its
  already substantial capabilities on the BEA WebLogic Platform
  this quarter. With support for the recently released BEA
  WebLogic 7.0, Digex now incorporates services for both the
  Portal and Integration Server functionalities as well as the
  application server. Digex Managed Services for BEA deliver the
  necessary support to ensure a safe, available, high
  performance multi-tier infrastructure at a competitive
  price, reducing costs, resources and risks for its clients.

* Completed global implementation of asset management system --
  This system tracks Digex's inventory from procurement through
  order management and solution implementation to disposal
  across all of Digex's facilities worldwide. This real-time,
  integrated system uses optical character recognition and
  wireless technology to update Digex's customer relationship
  management and back-office systems. It brings visibility to
  the inventory and asset information from a global perspective,
  allowing for more expeditious deployment and proper management
  of customer solutions.

Digex, Incorporated (OTC Bulletin Board: DIGX) is a leading
provider of enterprise hosting services. Digex's hosting roots
trace back to a Maryland corporation under the name "Digital
Express Group, Inc." founded in 1990 by a group of Internet
pioneers, with an international financial organization as its
first hosting customer in 1993. Today, Digex customers, from
Fortune 1000 companies to leading Internet-based businesses,
leverage Digex's services to successfully deploy business-
critical and mission-critical Web sites, enterprise applications
and Web services on the Internet. Additional information on
Digex is available at http://www.digex.com

The MCI-Digex affiliation strategically combines the custom
managed Web and application hosting expertise of Digex with the
shared, dedicated and colocation hosting technologies of MCI
(WCOEQ, MCWEQ) to offer businesses of all sizes the full
continuum of secure, dependable hosting services. Powered by the
reach and reliability of the facilities-based MCI global
network, the MCI-Digex affiliation rapidly delivers scalable,
high-availability outsourced solutions that enable companies
throughout North America, Europe and Asia to better focus on
their core business.


DIVINE INC: Outtask Inc. Completes Share Repurchase from divine
---------------------------------------------------------------
Outtask, Inc., the nation's leading provider of "Software as a
Service" for corporate travel, expense, and recruiting
management solutions, announced the completion of a stock
repurchase from investor divine, inc.

In connection with divine's voluntary petition to reorganize
under Chapter 11, Outtask's board of directors authorized the
repurchase of divine's interest of 30% in Outtask from Federal
Bankruptcy proceedings. The repurchase puts 95% of the Company's
stock in the hands of Outtask's management and employees.

"We believe that this repurchase of stock sends a strong sign of
financial strength to the market, while providing the best
possible way to reward our investors and employees," said Tom
DePasquale, president and Chief Executive Officer of Outtask.
"Outtask continues to make excellent progress on the Company's
strategy to improve business productivity and drive cost savings
for customers. This repurchase puts us in control of our future.
It is a reflection of our confidence in our long-term prospects
and belief in the Company's successful and sustainable growth
formula. Very few companies founded in the past four years enjoy
the stability, growth, and employee ownership that we have
created for ourselves at Outtask."

An innovator in web applications and services, Outtask, Inc. is
a provider of "Software as a Service," delivering employee-
facing applications to companies in the areas of travel and
expense management. Customers around the globe leverage
Outtask's expertise, market-leading solutions, data management,
and professional services to achieve efficiencies, enhance
customer satisfaction, and drive overall savings to an
organizations bottom line. Customer and partner successes,
technology innovation and acclaimed best practices have earned
Outtask recognition as an industry leader. For more information
about Outtask, Inc., please visit http://www.outtask.com


DOMAN INDUSTRIES: Monitor Files April Report in Canadian Court
--------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended April 30, 2003.

The report -- a copy of which may be obtained by accessing the
Company's web site at http://www.domans.comor the Monitor's web
site at http://www.kpmg.ca/doman-- contains selected unaudited
financial information prepared by the Company for the period.


EBT INTERNATIONAL: Annual Shareholders' Meeting Set for June 10
---------------------------------------------------------------
The Annual Meeting of Stockholders of eBT will be held at the
offices of Nutter McClennen & Fish LLP, 155 Seaport Boulevard,
Boston, Massachusetts, on June 10, 2003, at 3:00 p.m., local
time, for the following purposes:

1. To approve and adopt a Certificate of Amendment to eBT's
   Certificate of Incorporation providing for a reverse stock
   split of eBT's common stock that would result in (a)
   stockholders receiving one share of  common stock for every
   50 shares of common stock that they own, (b) stockholders
   receiving cash in lieu of any fractional share they would
   otherwise be entitled to receive as a result of the reverse
   stock split at a rate of $0.11 per share on a pre-split basis
   and (c) the reduction of eBT's authorized common stock from
   50,000,000 shares to 1,000,000 authorized shares, which is in
   proportion to the reverse stock split. The reverse stock
   split is proposed to terminate eBT's reporting obligations
   under the Securities Exchange Act of 1934, as amended and is
   expected to reduce eBT's expenditures.

2. To elect two Class I directors to serve until eBT's annual
   meeting of stockholders to be held in 2006 or until their
   successors are duly elected and qualified and one Class III
   director to serve until eBT's annual meeting of stockholders
   to be held in 2005 or until his or her successor is duly
   elected and qualified.

3. To transact such other business as may properly come before
   the meeting and any adjournment(s) thereof.

The Board of Directors has fixed the close of business on
April 25, 2003, as the record date for the determination of
stockholders entitled to notice of, and to vote at, such meeting
and any adjournment thereof. Only stockholders at the close of
business on the Record Date are entitled to notice of, and to
vote at, such meeting.

                              *   *   *

Prior to May 23, 2001, eBT developed and marketed enterprise-
wide Web content management solutions and services.  The
Company's shareholders approved a plan of liquidation and
dissolution on November 8, 2001, and a certificate of
dissolution was filed with the state of Delaware on November 8,
2001.  The initial liquidation distribution in the amount of
$44,055,000 (or $3.00 per share) was returned to shareholders on
December 13, 2001.


ENCOMPASS: Court Stretches Investigation Period Until June 30
-------------------------------------------------------------
Because of the size of the collateral pool involved and the
nature of the Encompass Services Debtors' businesses, the
Official Committee of Unsecured Creditors require more time and
thus, a corresponding extension of its investigation periods
during which they may file an adversary proceeding or otherwise
assert any claims or causes of action against the Prepetition
Agents or the Prepetition Lenders on behalf of the Debtors'
estates, pursuant to the DIP Financing Orders.

Accordingly, Judge Greendyke extends the Investigation Period,
through and including June 30, 2003.(Encompass Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Wooing Court to Okay Settlement Pact with British Energy
---------------------------------------------------------------
On November 28, 2002, British Energy plc's board of directors
publicly announced that BE plc is seeking to negotiate and
implement a restructuring of British Energy Group's financial
obligations to avoid an English insolvency administration
proceeding.  Subsequently, British Energy Group commenced
restructuring negotiations with certain of its creditor
constituencies, including Enron Capital & Trade Europe Finance
LLC, a wholly owned non-debtor subsidiary of Enron Capital &
Trade Resources International Corporation, which ECTRIC is the
sole and managing member.

On February 14, 2003, the ECTEF negotiations culminated in the
execution of, among other things:

    (a) a non-binding term sheet outlining the principal terms
        of the Restructuring -- the Heads of Terms;

    (b) a binding Standstill Agreement; and

    (c) a binding Bondholder Standstill and Restructuring
        Agreement.

Pursuant to the Standstill Agreement, the parties, including
ECTEF, agreed not to enforce their claims against British Energy
Group during the period from February 14, 2003 until the earlier
to occur of:

    (i) September 30, 2004, unless extended by mutual agreement;

   (ii) the completion of the Restructuring; and

  (iii) the termination of the Standstill Agreement.

On March 24, 2003, majority of BE plc bondholders passed a
resolution authorizing and directing the bondholder trustee to
compromise the sums due under the BE plc bonds as contemplated
in the Restructuring Agreement.  British Energy Group
accordingly informed ECTEF that its failure, or of any other
Significant Creditors, to standstill and compromise its claim
could result in a failure of the Restructuring, with the
consequence that British Energy Group would likely be placed in
administration.  Brian S. Rosen, Esq., at Weil, Gotshal & Manges
LLP, in New York, points out that if this happens, the return to
the Significant Creditors, including ECTEF, would be
substantially less than the amount they could expect to receive
in the Restructuring.

Mr. Rosen reports that all of the significant creditors have
agreed in principle to compromise their claims against British
Energy Group to facilitate the Restructuring and to standstill
during the period of its implementation.  However, ECTEF's
agreement has been conditioned on the final, non-appealable
entry of a Court order approving the terms of the Restructuring,
the Standstill Agreement and the Heads of Terms, and ECTEF's
rights and obligations.

Mr. Rosen explains that ECTRIC and British Energy Generation
Limited are parties to a financially settled electricity
derivative contract, dated April 1, 1996.  The BEGL obligations
under the Derivative Contract are unsecured and guaranteed by BE
plc.  Pursuant to a novation agreement dated June 19, 1998,
ECTRIC assigned all of its rights and obligations under the
Derivative Contract to ECTEF, which is substantially all of
ECTEF assets.

On November 14, 2002, ECTEF notified BEGL that a material
adverse change has occurred as a result of the downgrade of BE
plc's credit rating below investment grade and demanded that
BEGL provide a letter of credit for ECTEF's benefit amounting to
GBP12,069,888.  However, BEGL failed to timely provide the
required letter of credit.  As a result of the event of default,
ECTEF terminated the Derivative Contract on December 9, 2002.

By a letter on February 6, 2003, ECTRIC and ECTEF notified BEGL
and BE plc that ECTEF is claiming a GBP78,361,332 termination
payment, excluding interest, on the Derivative Contract
termination.  Through a February 13, 2003 letter, BEGL served a
notice of arbitration to ECTEF and ECTRIC to commence
arbitration to determine the amount it must pay to ECTEF as
Derivative Contract termination payment.

Solely for the purposes of the Restructuring and ECTEF's
compromise of its claim, and subject to the terms and conditions
of the Standstill Agreement, ECTEF and British Energy Group have
agreed that ECTEF's claim pursuant to the Derivative Contract
termination will be GBP72,000,000.  However, if the
Restructuring is not implemented, then the agreement will not be
binding on ECTEF, BEGL or BE plc nor deemed an admission by
either party.

Accordingly, pursuant to the Restructuring, ECTEF will be
entitled to these distributions on its GBP72,000,000 Claim:

    (i) newly issued bonds, which have been attributed a
        GBP20,000,000 face value; and

   (ii) with respect to BE plc's newly issued equity to be
        allocated to the Significant Creditors, ECTEF will
        receive 6.8%.

Mr. Rosen relates that other Significant Creditors will receive
comparable distributions of newly issued bonds and newly issued
equity on their claims.  However, each distribution amount will
vary depending on each Significant Creditor's legal rights and
the amount of claims against different British Energy Group
companies.

Moreover, pursuant to the Restructuring, a nuclear liability
fund will be established to assume certain nuclear liabilities
of British Energy Group.  The NLF is to be underwritten by the
British Government -- HMG.  British Energy Group provided to its
creditors its preliminary estimate of the liabilities NLF will
assume, i.e., approximately GBP3,194,000,000, with the
consideration to be received by NLF to be approximately
GBP1,440,000,000.  This consideration is to be comprised of
bonds with an attributed GBP275,000,000 face value and payments
equal to 65% of British Energy Group's consolidated net cash
flow after tax and financing costs and funding cash and other
reserves.

Mr. Rosen notes that a successful closing of the Restructuring
is subject to the satisfaction of a number of conditions,
including, negotiation and execution of formal agreements to
implement the Restructuring by September 30, 2003, and receipt
of State Aid approvals from the European Commission by
September 30, 2004.

On the other hand, the distributions to the Significant
Creditors of newly issued bonds and newly issued equity will not
occur until the closing of the Restructuring, which is expected
to take place on or before September 30, 2004.  The Standstill
Agreement provides that ECTEF is to receive interest on its
GBP72,000,000 claim amount at 6% per annum during the Standstill
Period.  In fact, on March 25, 2003, ECTEF received its first
interest payment of GBP1,363,463, net of UK withholding tax, for
the period November 1, 2002 to March 25, 2003.

Pursuant to Section 105 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Enron and ECTRIC ask
the Court to:

    (a) approve the Standstill Agreement and the Heads of Terms
        in their entirety; and

    (b) authorize ECTRIC, for and on ECTEF's behalf, to:

        -- compromise ECTEF's claim against BE plc and BEGL
           substantially on the terms of the Standstill
           Agreement and the Heads of Terms;

        -- enter into, implement and consummate the Standstill
           Agreement, Heads of Terms and the Restructuring; and

        -- execute and deliver all documents on ECTEF's behalf
           required as appropriate to facilitate and consummate
           the Restructuring insofar and it relates to the ECTEF
           claim against British Energy Group.

Mr. Rosen asserts that the Debtors' request should be granted
because:

    (a) the termination of the Standstill Agreement could cause
        the Restructuring to fail and thus for British Energy
        Group companies to enter into insolvency proceedings
        that will lower the return to the Significant Creditors,
        including ECTEF;

    (b) ECTEF has successfully negotiated a settlement of its
        claims against BEGL that it believes to be favorable in
        light of the circumstances;

    (c) the settlement expeditiously resolves all issued
        regarding the amount of ECTEF's claim against BEGL,
        which are otherwise subject to arbitration in England;
        and

    (d) the implementation of the Restructuring, Heads of Terms
        and the Standstill Agreement will result in the prompt
        and final satisfaction of ECTEF's claims against BEGL.
        (Enron Bankruptcy News, Issue No. 65; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


ENVOY COMMS: Finalizes Debt Arrangements with Bank Lenders
----------------------------------------------------------
Envoy Communications Group Inc.(NASDAQ: ECGI; TSX: ECG),
announced that it had finalized the amendments to its banking
arrangements and thereby normalized its credit facilities with
its bankers. As a condition to the amendments, Envoy was
required to raise additional funds to pay down its bank debt.
The private placement of $2,000,000 in principal amount of
convertible debentures as well as the issuance to Envoy's
bankers of 2,300,000 warrants were previously announced by Envoy
in a March 31, 2003 press release. The private placement of the
convertible debentures and the warrants was completed on
April 24, 2003.

Envoy also announced that its March 31, 2003 quarterly results
would be released on May 22, 2003.

Envoy Communications Group (NASDAQ: ECGI/TSX:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on
Envoy visit http://www.envoy.to.

                        *   *   *

               Financial Condition and Liquidity

In its Form 10-Q filed on August 30, 2002, the Company reported:

"As at June 30, 2002 and September 30, 2001, the Company was not
in compliance with its covenant calculations under the terms of
its revolving credit facility in respect to 12 month earnings
before interest, taxes, deprecation and amortization.  The
lenders have the right to demand repayment of the outstanding
borrowings.   Additional borrowings under the facility are
subject to the approval of the lenders.  The Company is
continuing to have discussions with its lenders regarding
amendments to the terms of the facility.

"The Company is considering all of the options available to it
to finance the amounts owing under the restructuring plans and
expected cash flow shortfalls in the next three months (or other
operating obligations). These options include additional debt or
equity financing under private placements, renegotiating its
bank facilities and the sale of some of its businesses. In
addition, management has made every effort to negotiate the
restructuring charges in such a way as to minimize short-term
cash requirements.

"The ability of the Company to continue as a going concern and
to realize the carrying value of its assets and discharge its
liabilities when due is dependent on the continued support of
its lenders and/or successful completion of the actions
discussed above.

"During fiscal 2001, the Company established an extendable
revolving line of credit under which it can borrow funds in
either Canadian dollars, U.S. dollars or U.K. pounds sterling,
provided the aggregate borrowings do not exceed $40.0 million
Canadian. Advances under the line of credit can be used for
general purposes (to a maximum of $2.0 million) and for
financing acquisitions that have been approved by the lenders.
As at June 30, 2002, approximately $9.8 million had been
borrowed under the facility, none of which was used for general
corporate purposes.

"As at June 30, 2002 the Company had a working capital deficit
of $5.4 million compared with a working capital deficit of
$430,000 at September 30, 2001. This working capital deficiency
arises due to the fact that the borrowings under the bank credit
facility must be classified as a current liability as a result
of the Company not being in compliance with its covenant
calculations. The decrease in working capital in this period was
primarily the result of the operating loss during the period.

"During the third quarter, the Company negotiated new repayment
terms for the Promissory Note due June 30, 2002.  The Promissory
Note is to be repaid in five monthly installments commencing
July 1, 2002 with interest on the principal balance charged at
8%.

"On April 29, 2002, as disclosed in Note 2 to the consolidated
financial statements, the Company issued $1.8 million in
convertible debentures. The net proceeds from the sale of the
debentures were used for general working capital purposes to
support the Company's restructuring activities."


EZENIA! INC: Fails to Regain Compliance with Nasdaq Requirements
----------------------------------------------------------------
Ezenia! Inc. (Nasdaq: EZEN), a leading provider of real-time
collaboration solutions for corporate and government networks
and eBusiness, reported that on May 13, 2003, it had received a
Nasdaq Staff Determination notification that the Company had
not, by May 12, 2003, regained compliance with the minimum $1.00
closing bid price per share requirement, as set forth in
Marketplace Rule 4310(C)(4), and that, accordingly, its
securities would be subject to delisting from the Nasdaq
SmallCap Market at the opening of business on May 22, 2003.

Furthermore, the Company has been notified by Staff that it is
not in compliance with Marketplace Rule 4310(C)(2)(B), which
requires the Company to have a minimum of $2,500,000 in
stockholders equity, or $35,000,000 market value of listed
securities, or $500,000 of net income from continuing operations
for the most recently completed fiscal year (or two of the three
most recently completed fiscal years).

As it is entitled pursuant to the procedures set forth in the
Nasdaq Marketplace Rule 4800 Series, the Company may appeal
Staff's determination to a Nasdaq Listing Qualifications Panel.
This request for such a hearing must be received by Nasdaq's
Hearings Department on or before 4:00 pm (EDT) on May 20, 2003.
At this time, the Company intends to file this request for
appeal of the Staff determination to the Panel.

Ezenia! Inc. (Nasdaq: EZEN), founded in 1991, is a leading
provider of real-time collaboration solutions, bringing new and
valuable levels of interaction and collaboration to corporate
networks and the Internet. By integrating voice, video and data
collaboration, the Company's award-winning products enable
groups to interact through a natural meeting experience
regardless of geographic distance. Ezenia! products allow
dispersed groups to work together in real-time using powerful
capabilities such as instant messaging, whiteboarding, screen
sharing and text chat. The ability to discuss projects, share
information and modify documents allows users to significantly
improve team communication and accelerate the decision-making
process. More information about Ezenia! Inc., and its product
offerings can be found at the Company's Web site,
http://www.ezenia.com

At December 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.5 million.


FC CBO LTD:  S&P Further Drops Low-B Senior Notes Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
senior notes issued by FC CBO Ltd./FC CBO Corp., an arbitrage
CBO transaction originated in 1997, and removed it from
CreditWatch with negative implications, where it was placed
April 4, 2003. The rating on the senior notes was previously
lowered Aug. 1, 2002 and March 12, 2003. The rating on the
second priority senior notes was previously lowered April 3,
2002, Aug. 1, 2002, and March 12, 2003.

The current downgrade reflects factors that have negatively
affected the credit enhancement available to support the rated
notes since the prior rating action in March 2003, primarily
continued assets defaults and further deterioration in the
credit quality of the performing assets in the pool.

According to the most recent monthly trustee report
(April 10, 2003), Standard & Poor's noted that $141.426 million,
or approximately 20%, of the total assets in the collateral pool
come from obligors rated 'D', 'SD', or 'CC'.

As part of its analysis, Standard & Poor's reviewed the results
of recent cash flow runs generated for FC CBO Ltd./FC CBO Corp.
to determine the level of future defaults the rated tranches can
withstand under various stressed default timing and LIBOR
scenarios, while still paying all of the rated interest and
principal due on the 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 senior notes was no longer consistent
with the credit enhancement available. Standard & Poor's will
remain in contact with the Bank of Montreal, the collateral
manager for the transaction.

     RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                  FC CBO Ltd./FC CBO Corp.

            Rating
Class     To        From            Balance (mil. $)
Senior    BB+     BBB/Watch Neg              596.756

                 OTHER OUTSTANDING RATING

                 FC CBO Ltd./FC CBO Corp.

                         Rating      Balance (mil. $)
2nd Priority Senior      CC                   104.696


GALEY & LORD: Exclusive Plan Filing Period Extended to May 30
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Galey & Lord, Inc., and its debtor-affiliates
obtained an extension of their exclusivity periods.  The Court
gives the Debtors, until May 30, 2003, the exclusive right to
file a plan of reorganization and until August 4, 2003, to
solicit acceptances of that Plan from impaired creditors.

Galey & Lord, a leading global manufacturer of textiles for
sportswear, including cotton casuals, denim, and corduroy, and
is a major international manufacturer of workwear fabrics, filed
for chapter 11 protection on February 19, 2002 together with its
affiliates (Bankr. S.D.N.Y. Case No. 02-40445).  When the
Company filed for protection from its creditors, it listed
$694,362,000 in total assets and $715,093,000 in total debts.
Joel H. Levitin, Esq., Esq., at Dechert represents the Debtors
and Michael J. Sage, Esq., at Stroock & Stroock & Lavan LLP,
represents the Official Committee of Unsecured Creditors.


HARTZ MOUNTAIN: Ratings Outlook Revised to Negative from Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on pet
supply manufacturer The Hartz Mountain Corp. to negative from
stable.

At the same time, the 'BB-' corporate credit and senior secured
debt ratings on the company were affirmed.

Total debt outstanding at March 31, 2003 was about $190 million.

The outlook revision is based on Hartz Mountain's continued
weaker than expected operating results and the limited cushion
under its bank loan financial covenants.

"The ratings continue to reflect Hartz Mountain's leveraged
financial profile, weak credit measures, and customer
concentration concerns," said Standard & Poor's credit analyst
Jean Stout. "These factors are partially mitigated by the
company's well-known brand name, leading market shares, and
broad product portfolio in the relatively stable pet care
industry."

Secaucus, New Jersey-based Hartz Mountain is a manufacturer and
marketer of a wide variety of pet supplies, including flea/tick
treatments, grooming aids, dietary supplements, and treats,
among other items. The pet supply market, which, along with food
and veterinary services, makes up the approximately $22 billion
U.S. pet care industry, is expected to continue to benefit from
the increasing number of pet owners in the U.S. Hartz Mountain's
brand name is one of the most recognized in pet care today, and
this represents a strong competitive advantage. Retailers are
more likely to carry those brands that pet owners prefer and
trust. In some cases, Hartz Mountain's market share is several
times the size of the next largest competitor. The company's
business profile also benefits from its broad product portfolio,
which encompasses most pet supply segments. This enables Hartz
Mountain to service large grocery and mass-merchandise
customers, who are looking for fewer vendors that can supply all
their needs. There is some seasonality in the company's
business; flea and tick treatment sales in particular are highly
influenced by weather conditions. In addition, industry dynamics
are competitive, and the continued consolidation in the retail
industry has resulted in an increasingly consolidated retail
base. In 2002, about one-third of Hartz Mountain's net sales
were derived from its largest customer.


GLOBALSTAR LP: Year-Over-Year 1st Quarter Net Loss Tumbles 81%
--------------------------------------------------------------
Globalstar, the world's most widely-used handheld satellite
telephone service, announced its results for the quarter ended
March 31, 2003. Subscriber numbers and overall revenues
significantly improved, and operating losses narrowed
substantially over the previous quarter. Shortly after the close
of the quarter, Globalstar and ICO Global Communications
(Holdings) Limited received court approval for a transaction
under which Globalstar would transfer most of its assets to a
new Globalstar operating company which will be majority owned by
ICO in exchange for an investment of $55 million.

Globalstar, L.P.'s total revenue for the first quarter of 2003
was $11.6 million, an increase of 27% over the previous quarter.
Revenue was largely derived from the sale of airtime over the
Globalstar system, with minutes of use (MOUs) rising to 11.3
million for the quarter, up 17% over the previous quarter. While
the company has recently seen a dramatic rise in usage in the
Middle East in both military and civilian applications,
Globalstar service was not made available in Iraq until mid-
April, and therefore the elevated usage in this region will be
more clearly reflected starting with the second quarter.

Year-over-year, revenue in the first quarter was up 209% over
the same period in 2002, largely reflecting the acquisition of
service provider operations in the United States in the latter
half of 2002. Net losses for the quarter were down 81% over the
same quarter in 2002.

For the quarter, Globalstar, L.P.'s net loss applicable to
ordinary partnership interests was $15.2 million, a decline of
58% over the previous quarter. This loss is equivalent to $0.23
per partnership interest, which converts to a loss of $0.05 per
share of Globalstar Telecommunications Limited (GTL).

As of March 31, 2003, Globalstar had approximately 84,000
subscribers worldwide, an increase of 9% over the fourth quarter
of 2002. The company also had $13.5 million cash-on-hand after
drawing down $4 million of debtor-in-possession (DIP) financing.

"With each passing quarter, our business has continued to show
steady improvement, and with the ICO bid for Globalstar approved
by the Bankruptcy Court last month, the end of our restructuring
work is now within sight," said Olof Lundberg, chairman and CEO
of Globalstar. "A number of regulatory approvals must still be
received before the acquisition becomes final, but we have
already started to work with ICO to explore ways for us to move
forward. We are hopeful that the acquisition can be completed
within the next few months."

A full discussion of Globalstar's financial performance and
operations for the first quarter can be found in the company's
Report on Form 10-Q, to be filed shortly with the U.S.
Securities and Exchange Commission.

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


GLOBAL WATER: Files for Chapter 11 Reorganization in Colorado
-------------------------------------------------------------
Global Water Technologies, Inc., (OTC: GWTR) (GWT) a full-
service cooling water treatment company utilizing advanced
technologies and engineered solutions to provide process cooling
water to power plants, process industries, HVAC and
municipalities, worldwide, has filed for Chapter 11
reorganization under the Federal Bankruptcy code.

GWT filed for reorganization following the recent transaction
with Camden Holdings, Inc. of Beverly Hills, CA, whereby through
its President, Mark Anderson, Camden acquired the stock, assets
and assumed all liabilities of GWT's former subsidiaries, as
well as all liabilities of GWT. Under the terms of the
agreement, Camden represented it had the financial resources to
fulfill its commitments, including the purchase price
obligations and indemnified GWT against the assumed liabilities
and their associated costs.

As part of its reorganization, GWT will seek enforcement of its
rights under the agreement from Camden and its representatives,
including payment of the assumed obligations and indemnification
of GWT.

Global Water Technologies, Inc. (OTCPK: GWTR) is a water
technology and services company with a focus in the power,
process and HVAC industries, which utilizes its proprietary
technologies to enhance a facility's production by providing
cold, high-quality water to increase operating efficiencies,
reduce water usage and operating costs. The Company's products
currently treat over 10 billion gallons of water per day in 25
countries worldwide.


GLOBAL WATER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Global Water Technologies, Inc.
             1767 Denver W. Blvd.
             Golden, Colorado 80401

Bankruptcy Case No.: 03-19278

Type of Business: Using environmentally sound technologies,
                  Global Water significantly enhances operating
                  efficiencies by reducing water use, operating
                  cost, chemical use and discharge to the
                  environment.

Chapter 11 Petition Date: May 14, 2003

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Robert Padjen, Esq.
                  Rubner Padjen and Laufer LLC
                  1600 Broadway
                  Suite 2600
                  Denver, CO 80202
                  Fax: 303-830-3135

Total Assets: $60,023,000

Total Debts: $55,544,553

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CNA                         PSI debt. Debt         $25,000,000
CNA Plaza                   indemnified by Camden
Surety Claims 13-S          Holdings, Inc.
Chicago, IL 60685-0001

Wells Fargo Bank West       Parental guaranty       $6,000,000
c/o Greg Jordan, Dorsey     Debt indemnified by
& Whitney LLP              Camdem Holdings, Inc.
Republic Plaza Building,
Suite 4700
370 17th Street
Denver, CO 80202

Shaw Group                  PSI debt. Debt          $3,466,969
4171 Essen Lane             indemnified by Camden
Baton Rouge, LA 70809       Holdings, Inc.

1767 LLC                    Trade Debt              $1,640,676
University Hills Property   Debt indemnified by
Management                 Camdem Holdings, Inc.
2696 S. Colorado Blvd.
#560
Denver, CO 80222

General Electric            PSI debt. Debt          $1,640,676
1 River Road                indemnified by Camden
Building 2, Room 522        Holdings, Inc.
Schenectady, NY 12345

Bedford Reinforced          PSI debt. Debt          $1,247,080
Plastics                   indemnified by
264 Reynolds Dale Road      Camden Holdings, Inc.
Bedford, PA 15522-7401

Stone & Webster             GWT Debt                  $903,401
4171 Essen Lane
Baton Rouge, LA 70809

Timberline Plastics, Inc.   PSI Debt                  $685,479
aka Plastics Southern
Support
6195 Clermont Street
Commerce City, CO 80022

Brentwood Industries Inc.   PSI debt                  $901,736
PO Box 605
Reading, PA 19603

Midwest Towers, Inc.        PSI debt                  $804,492
PO Box 1465
Chikasha, OK 73023

Simplex Grinnell            PSI Debt                  $639,951
Dept. CH 10320
Palatine, IL 60055-0320

C.E. Shepard Company LP     PSI debt                  $560,750
PO Box 4590
Houston, TX 77210-4590

Ameristaff                  PSI Debt                  $539,632
PO Box 630031
Cincinnati, OH 45263-0031

Addax Inc. (Rexnord)        PSI Debt                  $331,538
PO box 93944
Chicago, IL 60673-3944

Cofimco USA Inc.            PSI debt                  $347,507
PO Box 6127
Chesapeake, VA 23323-0127

Jefferson County Clerk      Tax                       $255,562
PO Box 4007
Golden, CO 80401

Texas Components, Inc.      PSI Debt                  $284,032
939 Avenue North
Grand Prairie, TX 75050

Textron Power Transmission  PSI Debt                  $384,473
Cone Drive Operations, Inc.
PO Box 71841
Chicago, IL 60694-1841

VFP Fire Systems            PSI Debt                  $332,325
4245 - 44th Street, Suite 9
Grand Rapids, MI 49512-4053

Westminster Securities      Trade Debt                $450,000
100 Well St. 7th Floor
New York, NY 10005


GROUP MANAGEMENT: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------------
Group Management Corp., (OTC BB: GPMTE) has completed the filing
of the Form 10KSB and Form 10QSB completing the required
financial statements for the period.

"Now that the financial statements are completed, the trading
symbol will change back to GPMT. We are delighted to have
completed this milestone in the company's development. The
company will now focus its energies on developing the business
plan and raising the funding necessary to finance the business
plan.

"Furthermore, we intend to expand our management team to include
personnel with expertise in investment banking, the
entertainment industry, and financial services.

                      Chapter 11 Dismissal

The Chapter 11 case was officially dismissed on May 11, 2003.
The dismissal will not affect the equity position of any of the
shareholders. All shareholders maintain the same equity position
they held prior to the filing of the Chapter 11.

                     Funding of the Company

Subsequent to the dismissal of the Chapter 11 case and the
filing of the financial statements, the Company is currently in
discussion with several parties for the raising of funds for the
company.


HALO INDUSTRIES: Closes Sale of Certain Assets to H.I.G. Capital
----------------------------------------------------------------
H.I.G. Capital and HALO Industries, Inc. (OTC Bulletin Board:
HMLOQ), has closed the sale of HALO Branded Solutions, Lee Wayne
Corporation, and HALO Europe to HALO Holdings, L.L.C., an
affiliate of H.I.G. Capital, a private equity investment firm
located in Miami, Florida. This transaction allows the U. S.
businesses to emerge from Chapter 11 and to return to normal
operating status.

The total purchase price was $22 million in cash and notes,
including a $3 million earn-out based on future financial
performance. Net proceeds will be used by the bankruptcy estate
to pay the first installment on pre-petition debt remaining from
the reorganization under Chapter 11 of the United States
Bankruptcy Code, which the company filed in July 2001.

This transaction completes a series of restructurings the
bankruptcy estate undertook, which included the divestiture of
non-core businesses and the consolidation of its order
management and sales support systems. The result was a complete
payoff of $74 million in bank debt, elimination of over $100
million in operating expenses and a significant improvement in
the company's operating results. Further actions to provide
additional value to the estate are underway.

Marc Simon, HALO's CEO, commented: "We are very excited about
our growth opportunities with H.I.G. We have the highest quality
and the most efficient order management system in the industry,
and a very scalable platform for growth. H.I.G. brings the
capital and expertise to grow organically through enhanced
services for our current account executives, as well as a strong
financial base for sensible, strategic acquisitions."

Doug Berman, Managing Director of H.I.G. Capital, noted, "We
have been looking for the right partnership in the promotional
products industry for some time. HALO and Lee Wayne have an
outstanding management team, great brand recognition and the
industry's best account executives. We are extremely excited
about our investment."

HALO, based in Sterling, Ill., with offices in eight countries
worldwide, is a leading promotional products distributor in the
$16 billion per year promotional products industry. HALO has
annual sales of approximately $175 million. The Company has a
large and growing sales force and expects to continue its
profitable growth by offering the best and most competitively
priced promotional products supported by world-class operations
and customer service.

H.I.G. Capital is a leading private equity and venture capital
investment firm with more than $1 billion of equity capital
under management. Based in Miami, Florida, and with offices in
Atlanta, Boston, and San Francisco, H.I.G. specializes in
providing capital to small and medium-sized companies with
attractive growth potential. H.I.G. invests in management-led
buyouts and recapitalizations of well-established, profitable,
and well-managed manufacturing or service businesses, and in
promising early stage technology companies. Since its founding,
H.I.G. has made more than fifty highly successful investments,
acquiring companies with combined revenues in excess of $4.0
billion.


IMCLONE SYSTEMS: Delivers Listing Compliance Plan to Nasdaq
-----------------------------------------------------------
ImClone Systems Incorporated (Nasdaq:IMCLE), pursuant to Nasdaq
procedures, presented a plan to the Nasdaq Listings
Qualification Panel with respect to the filing of its 2002
annual report on Form 10-K and its first quarter 2003 report on
Form 10-Q in order to achieve compliance for continued listing
on Nasdaq.

As previously announced, ImClone Systems received a Nasdaq Staff
Determination on April 9, 2003, due to the Company's failure to
file its Form 10-K.

As a result of the delayed filing of its Form 10-K, ImClone
Systems is postponing the filing of its first quarter 2003
report on Form 10-Q. Nasdaq has advised the Company that, in
accordance with standard Nasdaq procedures, the Company will
receive an additional Nasdaq Staff Determination indicating that
the Company has failed to comply with this filing requirement.
As a result, the Company's securities are subject to delisting
from the Nasdaq National Market.

The Company anticipates receiving a written decision within
several weeks from Nasdaq regarding the Company's plan to file
its Form 10-K and Form 10-Q.

According to Nasdaq, in the event the panel determines that
ImClone Systems has presented a definitive plan demonstrating
its ability to achieve long term compliance with Nasdaq's
listing criteria, ImClone Systems' securities will continue to
be conditionally listed on Nasdaq until all listing deficiencies
have been cured.

In addition, ImClone Systems announced that Michael J. Howerton,
currently Vice President, Business Development, has been
appointed Vice President, Finance and Business Development, and
will serve as Acting Chief Financial Officer.

"In order to focus my full attention on my responsibilities as
Chief Administrative Officer and Acting Chief Executive Officer,
I have recommended that the Board of Directors appoint Michael
as Acting Chief Financial Officer," said Daniel S. Lynch.
"Michael's prior experience directing activities relating to
financial and strategic analysis, budgeting and profit planning
makes him highly qualified to serve in this position."

Howerton joined ImClone Systems in September 2001. Prior to
joining ImClone Systems, Howerton built a 25-year career at
Bristol-Myers Squibb Company. Howerton served as Vice President,
Financial Analysis and Assistant Controller from 1998 to 2001.
Prior to this position, Howerton served as Vice President,
Corporate Development for eight years. Howerton earned a
Bachelors of Arts Degree from Holy Cross College in 1973, and a
Masters Degree in Business Administration in 1977 from Iona
College.

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


INVENTRONICS LTD.: Names Donald Penny as Newest Board Member
------------------------------------------------------------
Inventronics Limited (IVT:TSX), a designer and manufacturer of
custom enclosures for the communications, electronics and
other industries in North America, announced that prominent
Manitoban, Mr. Donald Penny, has been elected to its board of
directors.

Mr. Penny is the chairman and former CEO of Meyers Norris Penny
LLP, which is ranked among Canada's 10 largest accounting and
business advisory firms, and the only one headquartered outside
of Toronto. Meyers Norris Penny LLP has 1,200 employees at its
71 offices in the four western provinces and Ontario.

A past chairman of the Canadian Institute of Chartered
Accountants, Mr. Penny is a well-known resident of Brandon,
Manitoba, where Inventronics' wholly owned, ISO 9001:2000-
registered production facility is located to serve its Canadian
and U.S. customer base.

In addition to his new role on Inventronics' Board, and as a
very qualified chairman of its Audit Committee, Mr. Penny is a
director of Manitoba Telecom Services Inc., MTS Communications
Ltd., the Winnipeg Stock Exchange, Fort Garry Brewing Co. Ltd.,
and Growing Manitoba.

"Don Penny has valuable experience as a corporate executive and
as a member of the boards of significant enterprises," said Dan
Stearne, Inventronics' President and CEO. "We are very pleased
to have a person of his caliber join our board. It is especially
pleasing because Mr. Penny has such deep roots in Brandon - home
to our production facility and to the vast majority of our
employees."

The Inventronics board's other members are retired 3M executive
Gerald Pint, Mercantile Bancorp partner Julian Remedios, retired
Parallel Strategies executive Alan Wiggan, and Mr. Stearne.

                           *   *   *

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


JEFFERSON SMURFIT: S&P Rates $350-Mill. Senior Unsec. Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Jefferson Smurfit Corp. (U.S.)'s $350
million senior unsecured notes due 2015. Jefferson Smurfit is an
indirect wholly owned subsidiary of Chicago, Illinois-based
Smurfit-Stone Container Corp.

Proceeds from the notes are expected to be used to repay term
debt that is scheduled to mature during the next few years.
Smurfit-Stone has about $5 billion of debt outstanding.

Standard & Poor's said that at the same time it has affirmed its
existing ratings, including its 'B+' corporate credit rating, on
Smurfit-Stone and its subsidiaries. The outlook remains stable.

"Standard & Poor's ratings reflect Smurfit-Stone's market
leadership in containerboard and box manufacturing and an
improving cost position, offset by industry cyclicality, a
narrow product focus, and high debt levels," said Standard &
Poor's credit analyst Cynthia Werneth.


KAISER ALUMINUM: First Quarter Net Loss Stands at $65 Million
-------------------------------------------------------------
Kaiser Aluminum reported a net loss of $65.1 million for the
first quarter of 2003, compared to a net loss of $64.1 million
for the first quarter of 2002. Results for the first quarter of
2003 include pre-tax income of $8.1 million for discontinued
operations, specifically reflecting the net effect of the sale
of the Tacoma, Washington, smelter partially offset by the
facility's operating loss during the period.

Net sales in the first quarter of 2003 were $339.4 million,
compared to $370.6 million in the year-ago period.

Commenting on the company's first-quarter performance, Kaiser
President and Chief Executive Officer Jack A. Hockema said, "The
company reported a larger operating loss than it did in the
year-ago quarter primarily because of higher energy costs --
especially in our alumina business -- lower shipments of primary
aluminum as a result of curtailments at the 90%-owned Valco
smelter, continued weak demand for fabricated products, and a
decrease in amortized income from metal hedging contracts that
had been closed in early 2002.

"Despite the disappointing results, we maintained liquidity of
approximately $200 million during the first quarter of 2003 and
through the end of April," said Hockema.

"Additionally, the company continues its cost improvement
efforts," he said. "As previously reported, our internal
measurement system shows that Kaiser achieved approximately $88
million of improvements in 2002 as compared to 2001. In the
first quarter of 2003, we captured incremental benefit that puts
the annual improvement run-rate at more than $100 million, as
compared to 2001.

"Kaiser is making steady progress in its Chapter 11 case," said
Hockema. "We meet regularly and productively with our
constituent committees; are working through the claims
reconciliation process; and expect to obtain an extension of
exclusivity through July 2003. In addition, we have affirmed our
stated strategy of market leadership and growth in fabricated
products and, as previously announced, we are exploring the
possible disposition of one or more assets in our commodity-
based businesses of bauxite/alumina and primary aluminum."

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of fabricated aluminum products, alumina, and primary aluminum.

Kaiser Aluminum's March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.1 billion.


KLEINERT'S: Court Approves Sleepwear Div. Sale to Russell-Newman
----------------------------------------------------------------
Kleinert's, Inc., a leading provider of branded and private
label children's and infants' sleepwear and playwear, announced
that the U.S. Bankruptcy Court approved the sale of its
sleepwear division to Russell-Newman, Inc. for $4.0 million. The
sale was closed on May 16, 2003.

Chairman and CEO Gregory A. Sandfort said that he is pleased
with the sale of the Kleinert's sleepwear division as it is the
"best outcome for the value of the estate and the employees."

The Company also confirmed that with its $24 million DIP
facility, it has the full support from its bank group to fund
the ongoing operations. The Company will now focus its efforts
on organizing the orderly sale process of the Buster Brown
playwear division, which is expected within the next 60 to 90
days. Inquiries regarding the sale should be made to Jack
Hendler of Net Worth Solutions, the Company's investment banker.

Kleinert's, Inc. and four affiliates filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
in the Southern District of New York on May 7, 2003. Kleinert's,
Inc. designs, sources and sells children's and infants'
sleepwear and playwear under private labels and the Buster Brown
brand name domestically to department stores, mass merchandisers
and specialty stores, as well as its ten Buster Brown retail
outlet stores.


LAPLINK SOFTWARE: Emerges from Chapter 11 Bankruptcy Proceeding
---------------------------------------------------------------
LapLink Software Inc., a software provider for mobile access to
information and synchronization of data, said that its
restructuring has been completed and that it has emerged from
Chapter 11 pursuant to the reorganization approved by the
bankruptcy courts. LapLink sold the company's assets to a former
Microsoft executive, Thomas Koll.

Founder of LapLink Inc., and President of the new LapLink
Software Inc., Mark Eppley said, "We have emerged from our
restructuring with a vastly improved capital structure which
will better enable us to release new products that meet our
customers needs. This is a brand new day for LapLink. It's not
often a company gets a second chance and we intend to fully
utilize our 20 years of operating experience to quickly rebuild
and grow all our customer relationships."

Chairman of the Board and CEO of the new LapLink Software Inc.,
Thomas Koll said, "I'm looking forward to working with a company
that is established in the industry and bring new ideas and
business opportunities to the table. We plan to build on the
patented and proven technology as well as broaden our product
lines to better serve our customers. LapLink has a rich
tradition of award winning products and we are looking forward
to bringing new innovations to the market. New versions of our
LapLink Gold and LapLink Everywhere product lines will be the
foundations on which we will move forward."

In his 13-year career with Microsoft Koll served in senior
management functions at Microsoft Germany and Microsoft Corp.
From 1998 to 2001 he oversaw the worldwide business with
telecommunications companies, network-equipment providers and
Internet service providers. He is now chairman of Infowave
Software, a Burnaby, B.C., company that develops software for
wireless computing. He became CEO of Infowave in 2001, and
stepped down from that position to become chairman in April
2002. Koll is now the Chairman of the Board, CEO of LapLink
Software Inc., as well.

"In an industry where you see so many companies and products
come and go, I'm thrilled to see LapLink has restructured and
combined efforts with someone who has also had extensive
software and wireless application experience," said industry
analyst Andrew Seybold with Forbes/Andrew Seybold's Wireless
Outlook. "They are certainly on my company watch list this
year."

LapLink Software Inc. plans on continuing to develop its newest
mobile access tool -- LapLink Everywhere -- that allows
customers to access their desktop email, files, forms, and/or
control their PC from any web enabled device. LapLink Software
Inc. is also planning a summer release of its flagship product
LapLink Gold that is best known for its file transfer,
synchronization and remote control capabilities.

LapLink celebrates 20 years as an established leader in the
development of file transfer and synchronization technology.
LapLink has earned the trust of more than 15 million customers
worldwide who transfer millions of files per week. LapLink has
released fourteen generations of award winning file transfer and
synchronization products. In addition, LapLink is the developer
and exclusive patent-holder of SpeedSync technology.

LapLink is a privately held company recently purchased and
renamed LapLink Software Inc., headquartered in Bothell,
Washington, with international sales offices in Europe, Latin
America and the Asia-Pacific region. LapLink products are
available through its Web site at http://www.laplink.comor most
retail outlets including CompUSA, Office Depot, and Fry's
Electronics.


L.D. BRINKMAN: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: L.D. Brinkman Holdings, Inc.
             1655 Waters Ridge Dr.
             Lewisville, Tx 75057

Bankruptcy Case No. 03-34243-saf11

Debtor affiliates filing separate chapter 11 petitions:

  Entity                                     Case No.
  ------                                     --------
  L.D. Brinkman Corporation                  03-34241-saf11


Chapter 11 Petition Date: April 29, 2003

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsel: Marci Romick Weissenborn, Esq.
                  Arter and Hadden
                  1717 Main St., Suite 4100
                  Dallas, TX 75201

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
L.D. Brinkman Corp.          $10-50 Million     $10-50 Million
L.D. Brinkman Holdings Inc.  $1-10 Million      $10-50 Million


Debtors' Largest Unsecured Creditors:

A. L.D. Brinkman Corp., a Texas corporation

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------

Pergo, Inc.                 Trade                 $3,649,662
3128 Highwoods Blvd.
Suite 100
Raleigh NC 27604

Coronet Carpets             Trade                 $1,022,650
Dept. 0896
Dallas TX 75312-0896

MPI, Inc.                   Trade                   $507,811
Leggett & Platt, Inc.
1 Leggett Road
Carthage, MO 64836

Balterio US, Inc.           Trade                   $267,765
200 Munekata Dr.
Dalton, GA 30721

Nordstar Hardwood Flooring  Trade                   $249,715
P.O. Box 10869
Portland, ME 04103-6869

Florida Tile Industries     Trade                   $241,670
75 Remittance Drive
Chicago IL 60675-1935

Penske Truck Leasing        Trade                   $227,750
PO Box 7429
Pasadena, CA 91110

Award Hardwood Floors, LLP  Trade                   $217,705
PO Box 1170
Milwaukee, WI 53201-1170

Belmondo, Inc.              Trade                   $165,775
129 Seegers Ave.
Elk Grove Village, IL 60007

Coronet Carpets            Trade                    $155,747
Dept. 0896 (AP)
Dallas, TX 75312

Universal Displays &       Trade                    $129,129
Fixtures
PO Box 970505
Dallas, TX 75397-0502

Mohawk Factoring, Inc.     Trade                    $121,431

Elaine Ceramic Tiles       Trade                    $102,335

Verde 1999 S.R.L.          Trade                     $82,874

Richetti Ceramic, Inc.     Trade                     $81,888

Custom                     Trade                     $71,323

Gres Luna, S.A.            Trade                     $71,189

Ceramicas Del Foix,        Trade                     $70,765
S.A. Roca

Balta US Inc.              Trade                     $62,192

Seam Master Industries     Trade                     $50,272


B. L.D. Brinkman Holdings Inc., a Delaware corporation

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Congress Financial Corp.    Loan                  Unknown
(Southwest)
Attn: Ken Sepp
1201 Main Street, Suite 1625
Dallas, Texas 75202

Hilco Capital, L.P.         Loan                  Unknown
Attn: Lewis Rieck
One Northbrook Place
5 Revere Drive, Suite 202
Northbrook, Illinois 60062


LEAP WIRELESS: Files Reorganization Plan & Disclosure Statement
---------------------------------------------------------------
Leap Wireless International, Inc., its indirect wholly owned
subsidiary Cricket Communications, Inc. and their 64
subsidiaries and affiliates, present to the Southern District of
California Bankruptcy Court a Joint Plan of Reorganization and
Disclosure Statement dated May 9, 2003.

The Plan represents a global settlement of all Intercompany
Claims and Litigation Claims between the Debtors, the Holders of
Old Vendor Debt and Holders of Old Leap Notes, and is the
product of months of intense investigation and negotiations
among the parties.  As a result of the settlement, the Debtors
have been able to file the Plan -- which provides for
substantial distributions and the preservation of the Debtors as
viable going-concern businesses -- and expect to confirm the
Chapter 11 Cases on an expedited timetable.

On the other hand, without the settlement memorialized in the
Plan, the Chapter 11 Cases could deteriorate into freefall
Chapter 11 cases and Holders of Allowed Claims and Interests
would receive distributions only after the conclusion of lengthy
and expensive complex litigation.  Those distributions,
moreover, would be reduced substantially due to the likely
deterioration of the Debtors' value during prolonged Chapter 11
Cases and the millions of dollars in legal and expert fees,
which would be incurred to litigate the Intercompany Claims and
Litigation Claims.

In sum, the settlement provides that:

    (a) On the Effective Date, or as soon thereafter as
        practicable, the Holders of Old Vendor Debt Claims will
        receive, on a Pro Rata basis, [93-97%] of the New Leap
        Common Stock and New Senior Notes aggregating
        [$300,000,000 to $500,000,000] in principal amount;

    (b) On the Initial Distribution Date, and notwithstanding
        the occurrence of the Effective Date:

         (i) Holders of General Unsecured Claims against Leap,
             including the Holders of Old Leap Notes, will
             receive on a Pro Rata basis, beneficial interests
             in the Leap Creditor Trust, and

        (ii) Leap will transfer $80,000,000 in Cash to the Leap
             Creditor Trust; and

    (c) On the latter of the Initial Distribution Date and the
        Effective Date, Leap will transfer to the Leap Creditor
        Trust:

         (i) the Leap Creditor Trust Assets, and

        (ii) [3-5%] of the New Leap Common Stock.

Holders of Old Leap Common Stock will receive no Cash or
property on account of their Interests.

The Holders of Old Vendor Debt hold valid, perfected and duly
enforceable security interests in all of the License Holding
Companies' stock and assets, the CCH assets, Cricket's stock and
assets and the Real Property Holding Companies' stock and
assets. The only assets available to Holders of Old Leap Notes
are those assets that will be transferred to these Holders
pursuant to the Plan.  There are no material assets available
for any Holders of Unsecured Claims against Cricket, the License
Holding Companies, the Property Holding Companies or the Other
Subsidiaries.  As a result, [95-97%] of the New Leap Common
Stock will be issued to the Holders of Old Vendor Debt, and all
New Cricket Common Stock, New License Holding Company Stock, New
Retained Property Company Common Stock and New Other Subsidiary
Common Stock will be directly or indirectly held by Reorganized
Leap for the benefit of the Holders of New Leap Common Stock.
The issuance of this stock does not reflect any so-called "new
value" plan; instead, such issuance reflects the economic
realities of these Chapter 11 Cases.  In other words, if the
Holders of Old Vendor Debt foreclosed on their collateral, these
Holders would own the Old License Holding Company Common Stock,
the Old Cricket Common Stock and the Old Property Holding
Company Common Stock.  Moreover, the Intercompany Releases
provided on account of Intercompany Claims do not take any value
away from any Holder of a Claim against or Interest in Cricket,
the License Holding Companies or the Property Holding Companies
because any Intercompany Claims are pledged to the Holders of
Old Vendor Debt and any recovery would inure solely to the
benefit of these Holders.

Accordingly, on the Effective Date, Reorganized Leap will own
directly or indirectly 100% of the issued and outstanding shares
of Reorganized Cricket, the Reorganized License Holding
Companies and the Reorganized Other Subsidiaries.  Reorganized
Cricket will own 100% of the issued and outstanding shares of
each of the Reorganized Retained Property Holding Companies.  On
the Effective Date, Cricket Communications Holdings, Inc. will
be merged with and into Cricket Communications, Inc. in a "tax-
free" reorganization intended to comply with Section 368
(a)(1)(G) of the Internal Revenue Code.

A free copy of the Debtors' Disclosure Statement is available
at:

     http://bankrupt.com/misc/158_DisclosureStatement.pdf

A free copy of the Debtors' Reorganization Plan is available at:

     http://bankrupt.com/misc/158_ReorgPlan.pdf

(Leap Wireless Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Leap Wireless International Inc.'s 12.500% bonds due 2010
(LWIN10USR1) trade at 13.5 and 15.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LWIN10USR1
for real-time bond pricing.


LEAP WIRELESS: March 31 Net Capital Deficit Balloons to $430MM
--------------------------------------------------------------
Leap Wireless International, Inc. (OTC Bulletin Board: LWINQ),
an innovator of wireless communications services, announced
financial and operating results for the first fiscal quarter of
2003. Total revenues for the first fiscal quarter were $183.8
million, an increase of $11.9 million from that reported for the
fourth fiscal quarter of 2002 and a 31% improvement from the
first fiscal quarter of 2002. Consolidated operating loss for
the first quarter was $63.9 million, an improvement of $63.5
million from the first fiscal quarter of 2002. For the second
straight quarter, earnings before interest, taxes, depreciation
and amortization (EBITDA) for Leap's Cricket operations were
positive, improving to $15.1 million for the first fiscal
quarter, an increase of $6.5 million from that reported for the
fourth fiscal quarter of 2002.

"We expect that the improvements we achieved during the first
fiscal quarter in the Company's revenue and EBITDA will support
the Company's financial restructuring," said Harvey P. White,
Leap's chairman and CEO.

                      Financial Results

In accordance with recently adopted Securities and Exchange
Commission Regulation G, a reconciliation of non-GAAP financial
measures used in this release can be found in the section
entitled "Definition of Terms and Reconciliation of Non-GAAP
Financial Measures" included at the end of this release.

Highlights of the Company's operational results for the first
quarter of fiscal year 2003 include:

-- Approximately 1.513 million Cricketr customers as of
   March 31, 2003.

-- Average revenue per user per month (ARPU), based on service
   revenue, was approximately $35.12.

-- Overall non-selling cash costs per user per month (CCU) for
   Leap's consolidated business was approximately $22.53.

-- Cost per gross customer addition (CPGA) was approximately
   $208.

-- Churn was approximately 4.1%.

-- Average minutes of use per customer per month (MOU) was
   approximately 1,350.

"Our team is off to a strong start for 2003," said Susan G.
Swenson, Leap's president and chief operating officer. "We
continue to perform well against the objectives that we
established to support the financial restructuring of the
business while strengthening our position as the leader in
landline replacement."

Key financial performance measures were as follows:

-- Total consolidated revenues for the first fiscal quarter of
   2003 were $183.8 million, an increase of $43.7 million over
   the first fiscal quarter of 2002.

-- Consolidated EBITDA for the first fiscal quarter of 2003 was
   $12.7 million, which included $8.7 million for the disposal
   of certain assets and related charges and a $1.5 million gain
   on sale of wireless license. Adjusted consolidated EBITDA for
   the first fiscal quarter of 2003 was $20.0 million, an
   improvement of $85.9 million over the adjusted consolidated
   EBITDA loss for the first fiscal quarter of 2002. Adjusted
   consolidated EBITDA reflects adjustments to remove the
   effects of non-recurring or non-cash gains or charges to this
   measure of financial performance.

-- EBITDA for Leap's Cricket operations during the first fiscal
   quarter of 2003 was $15.1 million, an improvement of $70.9
   million over the Cricket EBITDA loss for the first fiscal
   quarter of 2002.

-- Consolidated operating loss for the first fiscal quarter of
   2003 was $63.9 million, an improvement of $63.5 million from
   the consolidated operating loss for the first fiscal quarter
   of 2002.

-- Consolidated net loss during the first fiscal quarter of 2003
   was $133.5 million, or a loss of $2.28 per share, which
   compares to a consolidated net loss of $196.6 million, or a
   loss of $5.32 per share, for the first fiscal quarter of
   2002.

-- Total consolidated cash, cash equivalents and unrestricted
   investments as of March 31, 2003, improved to $202.3 million,
   of which $84.7 million was held at Leap Wireless
   International, Inc. and its subsidiaries whose assets are not
   pledged under Cricket's secured credit facilities, and $117.6
   million was held at Cricket Communications, Inc. and the
   subsidiaries of Leap and Cricket that hold assets that are
   pledged under Cricket's secured vendor credit facilities.

Leap Wireless' March 31, 2003 balance sheet shows a working
capital deficit of about $2.2 billion, and a total shareholders'
equity deficit of about $430 million.

Leap Wireless International, Inc. conducts operations through
its subsidiaries and has no independent operations or sources of
operating revenue other than through dividends, if any, from its
operating subsidiaries.

As previously announced, Leap, Cricket and substantially all of
their subsidiaries, filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code on April 13, 2003 in the
U.S. Bankruptcy Court for the Southern District of California,
in San Diego, California. On May 9th, Leap, Cricket and
substantially all of their subsidiaries filed a plan of
reorganization and disclosure statement with the Bankruptcy
Court. The Preliminary Plan and disclosure statement reflect the
general parameters of terms that are under negotiation between
Leap and Cricket, an informal committee of Leap noteholders, and
an informal committee of Cricket senior secured debtholders. The
Company continues to negotiate with its creditors and with
potential investors to reach agreement on a final plan of
reorganization and hopes to finalize negotiations on the plan
and disclosure statement with the informal creditors' committees
in the next few weeks. The terms of any plan of reorganization
agreed to could differ materially from the Preliminary Plan, but
under the Preliminary Plan and any plan of reorganization in the
Chapter 11 proceedings, creditors of Leap and Cricket have
stated that there will be no value flowing to Leap as a result
of its ownership interest in Cricket and its related companies,
and that there will be no value available for distribution to
the common stockholders of Leap.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the
mass market. Leap pioneered the Cricket Comfortable Wirelessr
service that lets customers make all of their local calls from
within their local calling area and receive calls from anywhere
for one low, flat rate. For more information, please visit
http://www.leapwireless.com

With Cricket(R) service, customers can make unlimited calls over
their service area for a low, flat rate. Cricket customers can
call long distance anywhere for a little more -- just 8 cents
per minute to anywhere in the United States and just 18 cents
per minute anytime to anywhere in Mexico or Canada. The service
offers text messaging, voicemail, caller ID, three-way calling
and call waiting for a small additional monthly fee. The extra
value Cricket(R) Talk rate plan is $39.99 per month plus tax,
which includes unlimited local calls, 500 free minutes of U.S.
long distance and a three-feature package (including caller ID,
call waiting and three-way calling). Cricket service is an
affordable wireless alternative to traditional landline service,
and appeals to people completely new to wireless -- from
students to young families and local business people. For more
information, please visit http://www.cricketcommunications.com


LORAL SPACE: Posts First Quarter Net Loss of $48.2 Million
----------------------------------------------------------
Loral Space & Communications Ltd., struggling to secure a swift
cash infusion to shore up its slumping satellite businesses,
reported a net loss of $48.2 million for the first quarter, as
its revenue tumbled 36 percent to $198.2 million, the Wall
Street Journal reported.

During a conference call, Chairman and CEO Bernard Schwartz was
peppered with questions from analysts and investors about the
need to restructure the company's $2.1 billion in debt and the
likelihood of an eventual bankruptcy-court filing to accomplish
that. While acknowledging that Loral is "overleveraged" and the
latest results aren't "the happiest of stories," Schwartz said
he hopes to avoid a forced restructuring in bankruptcy. He said
the company is fighting to "buy time" and is "holding on until
there is a change in the marketplace," reported the Journal.

The company, whose corporate credit rating is placed by Standard
& Poor's at SD, makes communications and weather satellites (63%
of sales) and provides satellite services. Loral, the remains of
what Lockheed Martin did not acquire from Loral Corp. in 1996,
is one of the world's top satellite makers. It is the managing
partner (and owns 39%) of Globalstar, which offers worldwide,
satellite-based telephone service; wireless technology giant
QUALCOMM is also a partner. Loral leases capacity on satellite
systems for broadcasting and private data communications, and
delivers Internet content to more than 170 Internet service
providers through its CyberStar and SkyNet units. Lockheed
Martin owns 15% of Loral. (ABI World, May 15, 2003)

DebtTraders says that Loral Space & Communications Ltd.'s 9.500%
bonds due 2006 (LOR06USR1) are trading between 24 and 26. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LOR06USR1for
real-time bond pricing.


LYONDELL CHEM.: Fitch Assigns BB- Rating to $325M Sr Sec. Notes
---------------------------------------------------------------
Fitch Ratings affirmed the 'BB-' rating on Lyondell Chemical
Company senior secured debt on March 24, 2003. At that time,
Fitch included the partial transfer of off-balance sheet debt on
to the balance sheet into the assessment of the rating.

In anticipation of the new indebtedness, Fitch Ratings assigns a
rating of 'BB-' to the proposed offering of $325 million senior
secured notes. The proposed issuance of $325 million senior
secured notes will mature in 2013. The proceeds from these notes
will be used to repay the company's outstanding balance of $103
million on Term Loan E and approximately $215 million that will
be borrowed under Lyondell's revolving credit facility to fund
the purchase of the butanediol manufacturing plant in the
Netherlands that the company currently leases. The new notes
will rank pari passu with Lyondell's existing senior secured
debt. The Rating Outlook for Lyondell remains Negative.

Lyondell is a leading global producer of intermediate and
performance chemicals. Lyondell also owns significant stakes in
both Equistar Chemicals L.P., a leading producer of commodity
chemicals and Lyondell-Citgo Refining L.P., a highly complex
petroleum refinery.

Lyondell Chemical Co.'s 10.875% bonds due 2009 (LYO09USR1) are
trading below par at 94 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LYO09USR1for
real-time bond pricing.


MOTIENT CORP: George Haywood Reports 7.1% Equity Stake
------------------------------------------------------
George W. Haywood beneficially owns 1,775,000 shares of the
common stock of Motient Corporation, representing 7.1% of the
outstanding common stock of the Company. Mr. Haywood has sole
powers of voting and/or disposing of the entire amount of stock
held.

                        *   *   *

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


NATIONSRENT: Court Okays Increase to Exit Financing Requirement
---------------------------------------------------------------
On February 25, 2003, NationsRent Inc., and its debtor-
affiliates filed a motion to secure a commitment for an Exit
Financing Facility and pay any related fees.  The Debtors
indicated that they anticipate obtaining up to $250,000,000 in
exit financing rather than $120,000,000 anticipated at the time
that they filed their Disclosure Statement.  The Debtors
contemplated that the additional proposed financing would be
used to consolidate certain other debt that they originally had
projected in the Disclosure Statement.  The Debtors explained
that the additional exit financing was not incremental debt to
the total proposed capital structure of the reorganized Debtors.

On March 11, 2002, the Debtors filed an exhibit to the First
Amended Reorganization Plan, which indicated that they had
entered into a non-binding term sheet for an Exit Financing
Facility of up to $250,000,000.

The Debtors obtained the Court's declaration that increasing the
New Securities to be issued pursuant to the Plan will not
adversely impact the treatment afforded to holders of Allowed
Claims against or Interests in the Debtors and that no further
solicitation of such holders is required. Judge Walsh declares
that the Proposed Plan as modified by the Plan Modification, is
deemed accepted by all creditors who have previously accepted
the Plan. (NationsRent Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEW CENTURY EQUITY: Fails to Meet Nasdaq Minimum Requirements
-------------------------------------------------------------
New Century Equity Holdings Corp. (Nasdaq: NCEH) announced
receipt of a Nasdaq Staff Determination indicating that the
Company fails to comply with the minimum bid price requirement
for continued listing as set forth in the Nasdaq Marketplace
Rule 4310(C)(4), and that its securities are, therefore, subject
to delisting from The Nasdaq SmallCap Market.

On or before May 21, 2003, the Company will submit a request to
the Nasdaq for a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination. There can be no
assurances the Panel will grant the Company's request for
continued listing.

On March 18, 2003, The Nasdaq Stock Market filed a Proposed Rule
Change with the Securities and Exchange Commission that would,
if accepted, provide the Company with up to an additional 270
day listing extension. There can be no assurances the SEC will
accept the Proposed Rule Change.

New Century Equity Holdings Corp. (Nasdaq: NCEH) is a company
focused on high growth organizations. The Company's holdings
include its investments in Princeton eCom Corporation, Sharps
Compliance Corp. and Microbilt Corporation. New Century Equity -
- http://www.newcenturyequity.com-- is a lead investor in
Princeton eCom Corporation -- http://www.princetonecom.com-- a
leading application service provider for electronic and Internet
bill presentment and payment solutions. New Century Equity
Holdings Corp. is also an investor in Sharps Compliance Corp. --
http://www.sharpsinc.com-- a leading provider of cost effective
medical waste disposal products and services to the home
healthcare, retail and residential markets, and Microbilt
Corporation -- http://www.microbilt.com-- a leader in credit
bureau data access and retrieval which provides credit solutions
to the Financial, Leasing, Health Care, Insurance, Law
Enforcement, Educational and Utilities industries. New Century
Equity Holdings Corp. is headquartered in San Antonio, Texas.

                         *    *    *

                  Going Concern Uncertainty

In its Form 10-Q filed on October 29, 2002, the Company
reported:

"Numerous factors affect Tanisys' operating results, including,
but not limited to, general economic conditions, competition,
the uncertainty of the semiconductor market and changing
technologies. All of these factors have had an adverse effect on
Tanisys' financial position, results of operations and cash
flows. Tanisys incurred operating losses of $2.0 million and
$2.1 million for the nine months ended June 30, 2002 and the
year ended September 30, 2001, respectively. At June 30, 2002,
Tanisys had minimal cash resources. The current economic
slowdown continues in the worldwide semiconductor industry
resulting in concern over the sustainability of Tanisys'
revenues and its operations. No assurances can be made that
Tanisys will be able to continue its operations."


NORSKE SKOG: Closes Sale of $150M Principal Amount of Sr. Notes
---------------------------------------------------------------
Norske Skog Canada Limited closed its previously announced
offering of US$150 million aggregate principal amount of 8-5/8%
Senior Notes due June 15, 2011. The notes were sold at a price
of 102.953% of par to yield 8% and resulted in net proceeds of
approximately $150 million.

The net proceeds of this issuance will be used to repay
outstanding indebtedness under the Company's secured credit
facility and for general corporate purposes. Following that
repayment, the Company will have approximately C$300 million of
undrawn debt capacity available to it under its secured credit
facility and C$70 million of cash.

The notes have not been, and will not be, registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or applicable
exemption from such registration requirements.

                        *   *   *

In February 2003, Standard & Poor's lowered its credit rating of
the Company's long-term corporate and senior unsecured debt by
one level, from BB+ to BB, and affirmed its existing debt on its
senior secured debt as BB+. S&P's outlook for the Company's
business is stable.


NORTHWEST AIRLINES: Prices $150 Million of Convertible Sr. Notes
----------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) announced the
pricing of its offering of $150 million original principal
amount of Convertible Senior Notes due 2023, to qualified
institutional buyers pursuant to Rule 144A, and non-U.S. person
pursuant to Regulation S, under the Securities Act of 1933. The
sale of the notes is expected to close tomorrow.

Interest on the notes will be 6.625% per $1,000 original
principal amount and will be payable in cash in arrears semi-
annually through May 15, 2010. Thereafter, the principal amount
of the notes will accrete semi-annually at a rate of 6.625% per
year to maturity.

Each note will be issued at a price of $1,000 and is convertible
into Northwest Airlines Corporation common stock at a conversion
rate of 61.8047 shares per $1,000 original principal amount of
notes (equal to an initial conversion price of approximately
$16.18 per share), subject to adjustment in certain
circumstances. Holders of the notes may convert their notes only
if: (i) the price of the Northwest Airlines Corporation's common
stock reaches a specified threshold; (ii) the trading price for
the notes falls below certain thresholds; (iii) the notes have
been called for redemption; or (iv) specified corporate
transactions occur. The notes will be guaranteed by Northwest
Airlines, Inc.

Northwest Airlines Corporation may redeem all or some of the
notes for cash at any time on or after May 15, 2010, at a
redemption price equal to the accreted principal amount plus
accrued and unpaid interest, if any, to the redemption date.
Holders may require Northwest Airlines Corporation to repurchase
the notes on May 15 of 2010, 2013 and 2018 at a repurchase price
equal to the accreted principal amount plus accrued and unpaid
interest, if any, to the repurchase date. Northwest Airlines
Corporation may elect to pay the repurchase price in cash or in
shares of common stock, or a combination of both, subject to
certain conditions.

The Company has granted the initial purchaser of the notes a 30-
day option to purchase up to an additional $22.5 million
original principal amount of the notes. Northwest Airlines
Corporation plans to use the net proceeds from the offering for
working capital and general corporate purposes.

This announcement is neither an offer to sell nor a solicitation
to buy any of these notes and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

The notes being offered and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration under,
or an applicable exemption from the registration requirements
of, the Securities Act and applicable state securities laws.

Northwest Airlines Corporation is the parent of Northwest
Airlines, Inc., the world's fourth largest airline with hubs at
Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on
six continents.

Northwest Airlines Inc.'s 10.150% ETCs due 2005 (NWAC05USR2) are
trading at 85 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC05USR2
for real-time bond pricing.


NORTHWESTERN CORP: Net Capital Deficit Slides-Down to $446 Mill.
----------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR), one of the largest
providers of electricity and natural gas in the Upper Midwest
and Northwest, reported earnings on common stock of $9.9 million
for the quarter ended March 31, 2003, compared with a loss on
common stock of $52.4 million for the first quarter of 2002.

Results for the first quarter of 2003 included a $27.3 million
or 73 cents per share gain from the extinguishment of a
subordinated note of Expanets, NorthWestern's communications
services business, on March 13, 2003. In addition, first quarter
2003 results included a loss of $2.6 million from discontinued
operations related to the sale of certain business locations of
Blue Dot, the Company's heating, ventilation and air
conditioning business. In comparison, results in the first
quarter of 2002 were significantly impacted by $40.0 million in
losses from the discontinued operations of CornerStone Propane,
a retail propane provider, and a $20.7 million charge for the
retirement of an acquisition term loan.

"Without the gain from the cancellation of debt, NorthWestern
would have reported a loss for the first quarter of 2003," said
Gary G. Drook, NorthWestern's Chief Executive Officer. "While
cash and cash equivalents increased during the quarter due to
financing activities, our operations continued to use more cash
than they brought in."

Consolidated revenues for the quarter ended March 31, 2003, were
$563.2 million, a 27.8 percent increase from $440.7 million in
the first quarter of 2002. The increase in consolidated revenues
during the first quarter of 2003 was due primarily to higher
electric and natural gas revenues of $112.5 million, of which
the Company's Montana utility operations contributed $100.7
million. Results in the first quarter of 2003 included three
months of Montana utility operations, compared with two months
in the same period in 2002 due to the February 2002 effective
date of the acquisition of the Montana operations. Revenues
during the first quarter of 2003 also increased by $18.7 million
at Blue Dot, due to previous acquisitions and growth in same
unit sales, but were offset by a $10.4 million reduction in
revenues from Expanets due primarily to continued weak
telecommunications market conditions. Consolidated operating
income for the first quarter of 2003 was $37.3 million, compared
with operating income of $13.0 million in the first quarter of
2002.

Northwestern Corp.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $446 million.

               Results from Core Utility Operations

NorthWestern's core electric and natural gas utility,
NorthWestern Energy, reported operating income of $53.0 million
for the quarter ended March 31, 2003, compared with operating
income of $42.3 million for the first quarter of 2002. Revenues
for the first quarter of 2003 increased to $286.2 million,
compared with $173.7 million for the first quarter of 2002.
Results for the first quarter of 2003 included three months from
Montana operations, compared with two months in the same period
in 2002 due to the February 2002 effective date of acquisition
of the Montana operations.

Total sales of electricity increased to approximately 2.7
million megawatt hours during the first quarter of 2003,
compared with approximately 1.8 million megawatt hours sold
during the same period in 2002. Total sales of natural gas grew
to approximately 16.4 million MMBTU, compared with 10.5 million
MMBTU in the first quarter of 2002. Sales of electricity and
natural gas during the first quarter of 2002 included only two
months from Montana operations.

Retail and wholesale megawatt hours sold from the Company's
Montana electric operations increased by 5.3 percent and 3.0
percent, respectively, during February and March of 2003,
compared with the same months in 2002. South Dakota electric
operations experienced a 6.5 percent increase in retail volumes
during the first quarter of 2003, compared with the same period
in 2002 as a result of colder weather.

Retail natural gas volumes (MMBTU) from the Company's Montana
natural gas operations decreased 3.8 percent during February and
March of 2003, compared with the same months in 2002. Retail
natural gas volumes from South Dakota and Nebraska operations
increased 8.8 percent, while wholesale natural gas volumes
increased 10.9 percent in the first quarter of 2003, compared to
the same period in 2002. The higher volumes from the South
Dakota and Nebraska operations were due to colder weather and
increased wholesale volumes sold to ethanol facilities.

               Results from Nonutility Operations

During the first quarter of 2003, Expanets reported an operating
loss of $5.2 million, compared with operating losses of $23.4
million in the first quarter of 2002. The reduction in losses
resulted from an increase in gross margin and a decline in
operating expenses. Revenues in the first quarter of 2003 were
$168.8 million, compared with $179.3 million in the first
quarter of 2002. The decline in revenues was primarily due to
continued softness in the telecommunications equipment market
and problems with Expanets' EXPERT billing and collection system
implementation that have contributed to an erosion of its
customer base.

Blue Dot reported an operating loss of $1.4 million from
continuing operations in the first quarter of 2003, compared
with an operating loss of $1.9 million in the same period in
2002. Revenues for the first quarter of 2003 were $97.7 million,
compared with revenues of $79.0 million during the same period
in 2002. The increase in revenues is due to acquisitions made
after the first quarter of 2002 along with increased same unit
sales at core business locations.

During the first quarter of 2003, Blue Dot committed to sell 16
underperforming noncore business locations, of which nine were
sold during the quarter and the remaining seven were sold in
April 2003. Blue Dot received $1.8 million from the sale of the
16 noncore locations, of which $1.4 million was related to the
nine locations sold in the quarter ended March 31, 2003. In
addition to cash proceeds, minority interest shareholders
surrendered 8.1 million shares of Blue Dot Class C common stock.
Results from the locations sold during the quarter are reported
as discontinued operations in the Company's consolidated income
statement.

"In overview, NorthWestern's first quarter results illustrate
why our strategy going forward is focused on our core electric
and natural gas utility operations," said Drook. "We are
continuing to take action to implement our turnaround plan,
which includes selling noncore businesses and assets and
applying net proceeds to reduce debt. In addition, we are
focusing on building liquidity, stabilizing operations at
Expanets and Blue Dot, reducing costs company wide and
strengthening internal financial controls."

                 Trust Preferred Securities

NorthWestern has five wholly owned special-purpose business
trusts, NWPS Capital Financing I (NYSE: NOR PrA), NorthWestern
Capital Financing I (NYSE: NOR PrB); NorthWestern Capital
Financing II (NYSE: NOR PrC), NorthWestern Capital Financing III
(NYSE: NOR PrD) and Montana Power Capital I (NYSE: MTP PrA). The
sole assets of these trusts are the investments in subordinated
debentures, which are interest bearing. NorthWestern has a
right, on one or more occasions, to defer interest payments in
the subordinated debentures for up to 20 consecutive quarters
unless a default under the subordinated debentures has occurred
and is continuing. If the Company defers interest payments on
the subordinated debentures, cash distributions on the trust
preferred securities will also be deferred. The payment of the
upcoming distributions is under review and while NorthWestern's
Board of Directors has not yet made a formal decision, it is
likely that such payments will be deferred.

                 Annual Shareholders Meeting

The Board of Directors of NorthWestern has established Tuesday,
Aug. 26, 2003, at 2 p.m. Central time as the time for the annual
meeting of shareholders in Sioux Falls, S.D. A proxy statement
related to the annual meeting will be mailed to all common
shareholders of record as of June 27, 2003.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 598,000 customers in Montana, South Dakota
and Nebraska. NorthWestern also has investments in Expanets,
Inc., a leading nationwide provider of networked communications
and data services to small and mid-sized businesses, and Blue
Dot Services Inc., a provider of heating, ventilation and air
conditioning services to residential and commercial customers.


NOVO NETWORKS INC: Fiscal Q3 2003 Net Loss Cut to $1.1 Million
--------------------------------------------------------------
Novo Networks, Inc. (OTC Bulletin Board: NVNW) announced
financial results for the fiscal 2003 third quarter ended
March 31, 2003.

Novo reported a net loss allocable to common shareholders of
$1.1 million in the third quarter of fiscal 2003, compared to
net loss allocable to common shareholders of $4.1 million in the
third quarter of fiscal 2002. The third quarter fiscal 2003 loss
consisted primarily of general and administrative expenses of
approximately $1.0 million. The weighted average number of
shares outstanding for the third quarters of fiscal 2003 and
2002 were 52,323,701, respectively.

For the nine-month period ended March 31, 2003, revenues were
zero, compared to $10.5 million in the year-ago period.
Reflecting non-cash items, including depreciation and
amortization of approximately $0.1 million, equity in loss of
investments of approximately $0.4 million and the net gain on
liquidation of debtor subsidiaries of approximately $0.3
million, Novo reported a net loss allocable to common
shareholders of $2.9 million, or $0.06 per share, compared to a
net loss allocable to common shareholders of $3.4 million, or
$0.06 per share, in the nine-month period of fiscal 2002. The
weighted average number of shares outstanding for the nine-month
periods of fiscal 2003 and 2002 were 52,323,701, respectively.

               Liquidity and Capital Resources

In its SEC Form 10-Q filed on May 15, 2003, the Company
reported:

"At March 31, 2003, we had consolidated current assets of $5.6
million, including cash and cash equivalents of approximately
$5.2 million and net working capital of $4.0 million.
Historically, we have funded our subsidiaries operations
primarily through the proceeds of private placements of our
common and preferred stock and borrowings under loan and capital
lease agreements. We do not currently believe that either of
these funding sources will be available in the near term.
Principal uses of cash have been to fund (i) operating losses,
(ii) acquisitions and strategic investments, (iii) working
capital requirements and (iv) expenses related to the bankruptcy
plan administration process. Due to our financial performance,
the lack of stability in the capital markets and the economy's
downturn, our only current source of funding is expected to be
cash on hand.

"[O]ur debtor subsidiaries filed bankruptcy proceedings under
the Bankruptcy Code. As the ultimate parent, we agreed to
provide our debtor subsidiaries with up to $1.6 million in
secured debtors-in-possession financing. Immediately prior to
the confirmation hearing, we increased this credit facility to
approximately $1.9 million, which was advanced as of March 31,
2002. The credit facility made funds available to permit the
debtor subsidiaries to pay employees, vendors, suppliers,
customers and professionals consistent with the requirements of
the Bankruptcy Code. The credit facility provided for interest
at the rate of prime plus 3.0% per annum and provided "super-
priority" lien status, meaning that we had a valid first lien,
pursuant to the Bankruptcy Code, on substantially all of the
debtor subsidiaries' assets. In addition, the credit facility
maintained a default interest rate of prime plus 5.0% per annum.

"In connection with the amended plan being confirmed by the
Delaware Bankruptcy Court and becoming effective on April 3,
2002, the credit facility was converted into a new secured note
in the principal amount of approximately $2.5 million,
representing the principal amount of the debtors-in-possession
financing, certain payroll expenses, accrued interest and
applicable attorneys' fees. Subsequent to June 30, 2002, the new
secured note was amended to approximately $2.9 million,
representing additional trust funding, certain payroll expenses
and applicable attorneys' fees. The new secured note is
guaranteed by the debtor subsidiaries under an agreement in
which the debtor subsidiaries have pledged substantially all of
their remaining assets as collateral. During the first quarter
of fiscal 2003, we provided additional funding of $0.1 million
to the liquidating trust. We are in the process of amending the
new secured note to approximately $3.5 million, which includes
$0.35 million of additional funding (yet to be paid) to the
liquidating trust. We expect to finalize this amendment shortly.
Interest for the new secured note is accrued on a monthly basis.
Due to the uncertainty surrounding the collection of the new
secured note, it has been fully reserved.

"For the six months ended December 31, 2001, AxisTel and e.Volve
provided telecommunications services. These debtor subsidiaries
ceased operations effective September of 2001 and December of
2001, respectively. Since the latter date, neither we nor any of
the debtor subsidiaries have conducted operations or generated
revenue. We are currently not providing any products or services
of any kind (including telecommunications services) to any
customers. During fiscal 2002, e.Volve's only significant
customer had been Qwest, which accounted for approximately 70%
of consolidated revenues. e.Volve is no longer providing
services to Qwest, and as part of our debtor subsidiaries'
amended plan, certain causes of action have been brought against
Qwest.

"We currently anticipate that we will not generate any revenue
from operations in the near term based on (i) the termination of
the operations of our debtor subsidiaries, which have
historically provided all of our significant revenues on a
consolidated basis, (ii) the early stages of our relationship
with Paciugo after our purchase of the Initial Interest and the
promulgation of its business plan, (iii) the uncertainties
surrounding our potential acquisition of the Subsequent Interest
or, potentially more than the Subsequent Interest in Paciugo,
and (iv) the uncertainties surrounding other potential business
opportunities that we may consider, if any. However, if we
choose to purchase a greater than 50% interest in Paciugo (such
as the acquisition of the Subsequent Interest), we expect to
consolidate its revenues and operations into our consolidated
financial statements at that time. In the meantime, we will
continue to record other income from the provision of the
Support Services to Paciugo as agreed upon in the Purchase
Agreement.

"As noted above, we do not believe that any of the traditional
funding sources will be available to us and that our only option
will likely be cash on hand. Consequently, our failure to (i)
purchase the Subsequent Interest or any additional interest in
Paciugo, (ii) implement a successful business plan for Paciugo
and (iii) identify other potential business opportunities,  if
any, will jeopardize our ability to continue as a going concern.
Due to these factors, we are unable to determine whether current
available financing will be sufficient to  meet the funding
requirements of (i) our debtor subsidiaries bankruptcy plan
administration process, (ii) our ongoing general and
administrative expenses and (iii) the undetermined capital
requirements of Paciugo and such other business opportunities as
may arise in the future, if any."


NRG ENERGY: Seeks to Obtain $250 Million DIP Financing from GECC
----------------------------------------------------------------
Cash disbursements are projected to outpace cash receipts in the
30-day period following the Petition Date, Scott J. Davido, NRG
Energy, Inc.'s Chairman and General Counsel, relates:

                         Estimated     Estimated     Net Cash
                            Cash         Cash        Gain or
                          Receipts   Disbursements    (Loss)
                        ------------ -------------   ---------
    NRG Energy, Inc.     $13,597,712   $18,616,442  ($5,018,730)

    NRG Power
      Marketing, Inc.   $117,707,874  $114,850,261   $2,857,612

    NRGenerating
       Holdings
       No. 23, B.V.               $0           $40         ($40)

    NRG Northeast
       Generating LLC    $99,523,081  $109,080,965  ($9,557,884)

    NRG South Central
       Generating LLC    $29,593,761   $18,470,100  $11,123,661

    NRG Finance
       Company I LLC              $0          $750        ($750)


Within the 45-day period following the Petition Date, the
Debtors estimate they'll need up to $100,000,000 of fresh
liquidity to bridge the gap and post letters of credit.

The Debtors have talked to potential post-bankruptcy lenders for
months.  Those talks culminated in an offer from General
Electric Capital Corporation to extend a $250,000,000 debtor-in-
possession financing facility under which NRG Northeast
Generating LLC and the Project Debtors are the Borrowers and NRG
Energy, Inc., and the other debtors guarantee repayment of these
new loans.

The Debtors ask the Court for authority to execute and deliver
the DIP Loan Agreement to GECC and start drawing on the
facility -- up to $100,000,000 on an interim basis pending final
approval of the loan pact about a month from now after any
Official Committees have had a chance to organize and review the
documents.

NRG Northeast Generating LLC, the Debtors anticipate, will balk
at the GECC DIP Loan at first glance.  The Debtors propose to
grant GECC a senior priming lien on all of the collateral that
secures repayment of NRG Northeast Generating LLC bondholder
debt.

This priming lien sounds worse than it is, Judah Rose at ICF
Consulting (a Washington, D.C.-based global energy and
environmental consulting firm retained by the Debtors) tells
Judge Beatty.  ICF has calculated that NRG Northeast Generating
LLC's enterprise value totals $1,687,056,000, calculated by
computing the present value of the sum of projected cash flows
through 2033 plus the present value of a $2.3 billion terminal
value.  The 30-year cash flow model projects a $27 million loss
in 2003, positive $70 million in 2003, $134 million in 2004, and
$225 million annual cash flows in most years thereafter.
Present values are computed using an approximate 8% discount
rate.  The terminal value is computed using a 10.4 multiple.
Deducting $557,000,000 of secured debt outstanding today leaves
an equity cushion greater than $1.1 billion -- more enough to
cover up to $250 million in new borrowing under the DIP Facility
and still leave the bondholders oversecured.

Matthew A. Cantor, Esq., at Kirkland & Ellis, representing the
Debtors, argues that the equity cushion will shield the
bondholders' secured interests from loss due to any decrease in
the value of the collateral while the automatic stay is in
effect and the deal is consistent with the Court's teaching in
In re Fortune Smooth (U.S.) Ltd., 1993 WL 261478 (Bankr.
S.D.N.Y. 1993).

Moreover, because the NRG Northeast Generating LLC Bondholders
are oversecured, the Debtors will continue to pay post-petition
interest as it becomes due.  The Debtors have shared a Budget
with GECC that includes $24.8 million semi-annual interest
payments and GECC is amenable to those disbursements.

Jesse H. Austin, III, Esq., and Leslie A. Plaskon, Esq., at
Paul, Hastings, Janofsky & Walker LLP, represent GECC in the
Debtors' chapter 11 restructuring. (NRG Energy Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NRG ENERGY: S&P Hatchets Senior Unsecured Debt Rating to Default
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
debt ratings on NRG Energy Inc. to 'D' from 'SD' following NRG's
May 14, 2003, filing for Chapter 11 bankruptcy protection.

The ratings at NRG Northeast Generating LLC and NRG South
Central Generating LLC are unchanged since those entities were
already rated 'D' because of a previous default. Each other
rated entity--NRG Peaker Finance Co. LLC and LSP Batesville
Funding Corp.--were not included in NRG's bankruptcy petition
and are being reviewed for possible rating action depending on
how NRG's bankruptcy case proceeds.


NRG ENERGY: NYSE Suspends Trading of NRZ Corporate Units
--------------------------------------------------------
NRG Energy, Inc., has been notified that the New York Stock
Exchange (NYSE) has suspended trading in NRG's corporate units
that trade under the ticker symbol NRZ and that an application
to the Securities and Exchange Commission to delist the units is
pending the completion of applicable procedures, including
appeal by NRG of the NYSE staff's decision. NRG does not plan to
make such an appeal.

The NYSE took this action following NRG's announcement that it
and certain of its U.S. affiliates had filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
The company noted that the NYSE's announcement in no way affects
NRG's ability to move through the restructuring process.

The units are now quoted in the Pink Sheets --
http://www.pinksheets.com-- a centralized quotation service
that collects and publishes market maker quotes in over-the-
counter securities, under the symbol NRZEQ.

DebtTraders reports that NRG Energy Inc.'s 8.250% bonds due 2010
(XEL10USR2) are trading below par at 44 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR2for
real-time bond pricing.


NTELOS: Reports Improved Financial; Results for First Quarter
-------------------------------------------------------------
NTELOS (OTC Bulletin Board: NTLOQ) reported consolidated
operating revenues for the first quarter of 2003 of $73.5
million compared to $60.0 million reported for the first quarter
of 2002, an increase of 22%. For first quarter 2003,
consolidated operating income and net loss applicable to common
shares were $2.8 million and $57.1 million, respectively.

Consolidated EBITDA (operating income before depreciation and
amortization and accretion of asset retirement obligations) was
$20.8 million for the first quarter of 2003, more than double
the $8.0 million reported for first quarter 2002 as operating
expenses, before depreciation and amortization and accretion of
asset retirement obligations, increased only 1% from the
previous year's first quarter. Operating income was $2.8 million
for the first quarter, compared to an operating loss of $15.1
million for the same period in 2002.

Wireless PCS customer results were strong for first quarter,
with net subscriber additions of 13,214, compared to 4,476 in
first quarter 2002. NTELOS' EBITDA from wireless PCS operations
set a new quarterly high at $10.4 million compared to $0.2
million and $7.1 million in first and fourth quarters 2002,
respectively.

"With strong customer growth driving revenues and our ongoing
implementation of cost control initiatives, NTELOS' cash
generated from operations continues to improve each quarter,"
said James S. Quarforth, chief executive officer. Quarforth
continued, "Operating income for this quarter improved by nearly
$18 million compared to first quarter last year and, to date, we
have had no need to borrow any additional funds available to us
under our interim debtor-in-possession (DIP) financing
facility."

On May 6, 2003, J. Allen Layman announced that, having fulfilled
his commitment to facilitate the integration of R&B Telephone
and NTELOS, he will step down from his position as president and
chairman of the board of NTELOS effective June 1, 2003. Also,
Warren Catlett, senior vice president of corporate development,
announced that he will be leaving the company effective June 1,
2003, but will continue to serve on a consulting basis for the
remainder of 2003.

Quarforth commented, "Allen, in his leadership role, provided
valuable insight and direction to our wireline team, laying a
strong foundation for our continued success in the marketplace.
Warren's broad perspective and job experience made him
invaluable in our strategic development and he was a great asset
to our team. We thank them for their contributions and wish them
both great success in their future endeavors."

Operating Revenues for the first quarter of 2003 were $73.5
million, compared to $60.0 million for first quarter 2002, an
increase of 22%. Wireless operating revenues for first quarter
2003 were $46.8 million compared to $35.8 million in first
quarter 2002 and to $41.8 million in fourth quarter 2002,
reflecting strong customer growth in the past three quarters.
Wireline operating revenues for first quarter 2003 were $25.1
million, an increase of 13% over the $22.3 million reported for
first quarter 2002, reflecting minutes of use growth in the ILEC
and customer growth in CLEC.

EBITDA for the first quarter of 2003 showed continued growth as
the benefit of revenue increases were realized and operating
expenses (before depreciation and amortization) remained
essentially flat. Consolidated EBITDA for first quarter 2003 was
$20.8 million, compared to $8.0 million for first quarter 2002.
Wireless EBITDA for first quarter 2003 was $10.4 million
compared to $0.2 million for first quarter 2002. Wireline EBITDA
for first quarter 2003 was $13.8 million, a 51% increase over
$9.2 million for first quarter 2002.
Restructuring Activities

-- As previously reported, on March 4, 2003, the Company and
   certain of its subsidiaries filed voluntary petitions for
   relief under Chapter 11 of the Bankruptcy Code in the United
   States Bankruptcy Court for the Eastern District of Virginia,
   Richmond Division. The jointly administered bankruptcy case
   was commenced in order to consummate a financial
   restructuring of the Company.

-- On March 24, 2003, the court entered a final order
   authorizing the Company to access up to $35 million under an
   interim DIP financing facility and, as of April 11, 2003, the
   Company had satisfied all other conditions for full access to
   the facility.

-- As part of the reorganization process, the Debtors have
   attempted to notify all known or potential creditors of the
   Chapter 11 filings for the purpose of identifying all pre-
   petition claims against the Debtors. June 10, 2003 was set by
   the Court as the date by which creditors, other than
   governmental units, were required to file proof of claims
   against the Debtors.

-- On April 10, 2003, the Company entered into a Plan Support
   Agreement with a majority of the lenders under its senior
   credit facility providing that the lenders will agree to
   support a plan of reorganization that is a "Conforming Plan,"
   subject to certain terms and conditions. A Conforming Plan
   must include the following: (i) financing upon emergence from
   bankruptcy on agreed terms, (ii) cancellation of, or
   conversion into equity of the reorganized company upon
   emergence from bankruptcy of, substantially all of the
   Company's outstanding debt and equity securities, (iii)
   Outstanding indebtedness on the effective date of the plan
   consisting of only certain hedge agreements, an agreed upon
   exit financing facility, new 9% convertible notes, existing
   government loans and certain capital leases, (iv)
   consummation of the sale of new notes on the effective date
   of the plan and (v) repayment of the DIP financing facility
   and the $36 million outstanding under the revolver.

-- On April 10, 2003, the Company also entered into a
   Subscription Agreement with certain holders of senior notes
   for the sale of $75 million aggregate principal amount of new
   9% convertible notes of the reorganized Company.

The Plan Support Agreement and Subscription Agreement are
subject to, among other things, confirmation of a Conforming
Plan. For more information regarding the Plan Support Agreement
and Subscription Agreement, including conditions to the
consummation of such agreements, please refer to the Company's
Form 8-K dated April 10, 2003, which attaches copies of the
agreements.

The Company believes it is making substantial progress with its
creditors in developing a plan of reorganization and the Company
anticipates filing a plan that will constitute a Conforming Plan
prior to May 31, 2003. It is likely that, in connection with the
final plan of reorganization, the liabilities of the Company
will be found in the bankruptcy case to exceed the fair value of
its assets. This would result in claims being paid at less than
100% of their face value and holders of preferred stock being
entitled to little or no recovery and holders of common stock
being entitled to no recovery. At this time, it is not possible
to predict with certainty the outcome of the bankruptcy
proceedings.

                 Business Segment Highlights

Wireless -- PCS: Wireless PCS net customer additions were 13,214
for first quarter 2003, resulting in a total of 279,681
subscribers at March 31, 2003. Gross additions of higher-value,
under-contract, post pay-like (post pay and nAdvance)
subscribers were 39,278, representing 95% of total gross
additions. Post-pay and nAdvance net additions for the quarter
totaled 14,399 and these subscribers represented 94% of the
total wireless PCS customers base at quarter-end. Rate plan
distribution remained essentially unchanged with 71% of post pay
subscribers on nNetwork, 20% on nTown, 9% on nRegion and less
than 1% on nNation plans. Monthly post-pay subscriber churn
continued to show improvement, down 11 basis points from the
previous quarter to 2.72%. Average monthly revenue per
subscriber (ARPU, without outcollect roaming) for post-pay
subscribers was $46 for first quarter 2003. ARPU for nAdvance
customers was $48 for the quarter and overall ARPU was $45 for
the first quarter, compared to $44 in the previous quarter.
Wireless PCS sales generated through the Company's direct sales
channels for first quarter 2003 were 71%, resulting in 29% of
gross additions achieved through the indirect agent channel.
Costs of acquisition per gross addition (CPGA) decreased to $228
for first quarter, reflecting continued reductions in indirect
channel selling costs, lower handset subsidies and a calculation
basis change. Beginning in first quarter 2003, costs associated
with handset replacements to existing customers were
reclassified from equipment cost of sales to marketing expense
and not included in the cost of acquisition calculation. This
reclassification amounted to approximately $1.0 million, or $24
per gross addition in first quarter 2003.

Wireline

-- Telephone (ILEC): Access lines at the end of the quarter were
   51,817. ILEC operating revenues for the first quarter of 2003
   were $12.7 million, compared to $10.5 million in first
   quarter 2002. EBITDA for the first quarter of 2003 was $8.7
   million, compared to $6.3 million in first quarter 2002. ILEC
   access minutes of use for first quarter 2003 were 71.6
   million, an 11% increase over first quarter 2002.

-- Competitive Local Exchange (CLEC): Business access lines
   ended the quarter at 45,986, representing increases of 28%
   over first quarter 2002 and 5% over the previous quarter.
   Operating revenues for first quarter 2003 were $6.0 million,
   compared to $4.9 million in first quarter 2002 reflecting
   revenues from the customer growth. CLEC EBITDA for first
   quarter 2003 was $2.1 million, compared to $0.5 million in
   first quarter 2002 with a resulting EBITDA margin of 34%
   for the quarter.

-- Network: Operating revenues for first quarter 2003 were $1.8
   million, compared to $2.2 million in first quarter 2002.
   EBITDA for the first quarter of 2003 was $1.3 million,
   compared to $1.7 million in first quarter 2002. Carriers-
   carrier rate reductions continued to negatively impact this
   segment's revenues and EBITDA.

-- Internet/DSL: Operating revenues for first quarter 2003 were
   $4.6 million, compared to $4.6 million in first quarter 2002.
   EBITDA for first quarter 2003 was $1.7 million, compared to
   $0.7 million in first quarter 2002. As part of the Company's
   previously announced cost control initiatives, operations
   were ceased in certain dial-up Internet markets and rates
   were increased in others, both of which have resulted in some
   loss of dial-up customers. While Internet segment revenues
   for the quarter were flat due to this loss, growth in DSL and
   the impact of the cost control initiatives allowed EBITDA
   for this segment to remain strong. Total DSL subscribers at
   quarter-end 2003 were 5,972, a 38% increase over first
   quarter 2002. Dial-up Internet ended the quarter with 60,327
   customers.

                        Asset Sales

On March 24, 2003, the Company announced plans to sell its
wireline cable operations in Alleghany County, Virginia for up
to $8.7 million. Closing is subject to certain regulatory
approvals and is expected to occur by August 2003. On May 5,
2003, the Company sold its Portsmouth, Virginia call center
building for $6.9 million. This sale was a significant step in
further consolidation of NTELOS' customer care operations into
the Waynesboro and Daleville, Virginia locations. As defined in
the April 17, 2003 court orders approving these transactions,
the net proceeds from these sales have been or will be paid
against existing balances of the senior credit facility or to
DIP facility lenders in their order of priority.

NTELOS Inc. (OTC Bulletin Board: NTLOQ) is an integrated
communications provider with headquarters in Waynesboro,
Virginia. NTELOS provides products and services to customers in
Virginia, West Virginia, Kentucky, Tennessee and North Carolina,
including wireless digital PCS, dial-up Internet access, high-
speed DSL (high-speed Internet access), and local and long
distance telephone services. Detailed information about NTELOS
is available online at http://www.ntelos.com


O'SULLIVAN INDUSTRIES: Delays Filing of Form 10-Q for Fiscal Q3
---------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board:
OSULP), a leading manufacturer of ready-to-assemble furniture,
will delay the filing of its fiscal 2003 third quarter Form 10-Q
for the period ended March 31, 2003.

We received a comment letter from the Staff of the Securities
and Exchange Commission raising questions regarding the
accounting for the tax sharing agreement between RadioShack
Corporation and us. In the course of preparing our response to
the comment letter, we, in consultation with our independent
accountants, reassessed our accounting for the tax sharing
agreement with RadioShack in light of the March 2002 arbitration
settlement with RadioShack and concluded that our method of
accounting for the tax sharing agreement should be changed. We
responded to the comment letter proposing revised accounting,
and the Staff raised additional questions. We are in the process
of responding to these questions from the Staff. We are making
every effort to resolve the matter with the Staff and will file
our quarterly report on Form 10-Q as soon as practicable upon
resolution.

The revised accounting would involve the restatement of prior
period financial statements. Until the questions with the Staff
are resolved, we will be unable to prepare the financial
statements, notes and management's discussion and analysis of
financial condition and results of operations. In addition, our
independent accountants have informed us that, until the
questions are resolved, they can not complete their review of
our financial statements in accordance with professional
standards and procedures for conducting such reviews.

The revised accounting would require an additional non-cash tax
provision. The timing or amounts of payments made or to be made
to RadioShack as previously disclosed in our public filings will
not be affected by the revised accounting. The revised
accounting would not affect our sales, operating income, cash
flow or EBITDA (earnings before interest, taxes, depreciation
and amortization).

The previously arranged conference is postponed. The Company
will reschedule the conference call when we reach conclusion
with the SEC on this matter.

As previously reported, the Company's December 31, 2002 balance
sheet shows a total shareholders' equity deficit of about $60
million. The Company's corporate credit status has been
downgraded by Standard & Poor's to B.


ORION REFINING: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Orion Refining Corporation
        P.O. Box 537
        14902 River Road
        Norco, LA 70079

Bankruptcy Case No.: 03-11483

Chapter 11 Petition Date: May 13, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Daniel B. Butz, Esq.
                  Gregory Thomas Donilon, Esq.
                  Gregory W. Werkheiser, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market Street
                  Wilmington, DE 19899
                  Tel: 302-658-9200
                  Fax: 302-658-3989

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Angelo Gordon & Co., LP     Debt                   $46,441,661
Michael Gordon
5245 Park Avenue
26th Floor
New York, NY 10167
Tel: 212-692-2000

Pro-Quip Corporation        Trade                  $34,611,355
Michael Gordon
8522 East 61st Street
Tulsa, OK 74133-7923
Tel: 918-250-8522

GE Capital Finance Group    Debt                   $30,000,000
Jeff Lupoff
120 Long Ridge Road
Stamford, CT 06927
Tel: 203-357-6963

Icahn & Co.                 Debt                   $21,410,573
Carl Icahn
1 Wall Street Ct., #980
New York, NY 10005
Tel: 212-635-5560

Shaw Constructors, Inc.     Legal Dispute           $3,187,919
Ron McCleskey
15556 Perkins Rd.
Baton Rouge, LA 70810
Tel: 225-752-2515

Philip ST, Inc.             Trade                   $3,187,919
c/o Philip Services
Jerry Daffin Sr.
456 Highlandia Dr.
Baton Rouge, LA 70817
Tel: 504-884-8143

Inspection Group            Trade                   $1,503,839
dba PetroChem
Jim Climer
2535 Rand Morgan Rd.
Corpus Christi, TX 78410
Tel: 361-241-45285

Entergy                     Trade                   $1,255,446
Arthur Folse
639 Loyola Avenue
New Orleans, LA 70113
Tel: 281-930-8000

The Shaw Group              Trade                   $1,255,446
Jim Bernhard
4171 Essen Lane
Baton Rouge, LA 70809
Tel: 225-932-2555

Air Products & Chemicals    Trade                   $1,002,902
James Wildonger
7201 Hamilton Road
Allentown, PA 18195
Tel: 610-481-4331

Pinnacle Pigging            Trade                     $933,878
Steve Carlisle, Gulf
Coast Sales Rep.
8118 49th Avenue Close
Red Deer Alberta
Canada T4P2V5
Tel: 403-302-9495

TMC Contractors, Inc.        Trade                    $889,206
Marcus Jeansonn
1856 Wooddale Court
Baton Rouge, LA 70806
Tel: 225-927-3886

Canyon Capital Advisors      Debt                     $821,184
John Plaga
9665 Wilshire Blvd.
Suite 200
Beverly Hills, CA 90212
Tel: 310-247-2700

United Scaffolding, Inc.    Trade                     $803,314
Troy Gulotta
3101 Laplace Lane
Laplace LA 70068
Tel: 985-651-9853

Enterprise Product          Trade                     $787,119
Operations
Jim Teague, Pres.
PO Box 4324
Houston, TX 77210
Tel: 713-880-6000

Modern Valve Inc.           Trade                     $596,601
2392 E. Smiley Avenue
Baton Rouge, LA 70895-5521

River Parish Contractors,   Trade                     $581,195
Inc.
Allan Savoip, VP
378 W. 19th Street
Tel: 985-536-1425

Saybolt, Inc.              Trade                     $579,046
Ron Schepegrill
190 James Drive East
St, Rose, LA 70087
Tel: 504-466-1516

Flour Enterprises           Trade                     $569,606
David Israel
100 Fluor Daniel Drive
Greenville, SC 29607

        and

3838 N. Causeway Boluvard
Suite 2200
Three Lakeway Center
Metairie, LA 70002

Universal Personnel         Trade                     $530,606
Dan Schwarzenba
4949 Bullard Avenue
New Orleans, LA 70128
Tel: 504-561-1600

Aggreko, Inc.               Trade                     $479,497
Blair Cottingham
180 W. 3rd Street
Kenner, LA 70062
Tel: 504-461-0556

Engelhard Corporation       Trade                     $466,545
Chris Pappas
P.O. Box 840760
Dallas, TX 75284-0760
Tel: 713-627-0619

Providence Tankers LLC      Trade                     $406,107
Remit: Nordea Bank in
London
Tom Scott
London, England
Tel: 401-410-1140

Marathon Ashland Pipeline   Trade                     $347,780
Dave Maples
539 South Main Street
Findlay, OH 45840
Tel: 419-422-2121

Water and Power             Trade                     $339,799
Technologies Inc.
John Netto
P.O. Box 27836
Salt Lake City, UT 84127-0836
Tel: 901-974-5500

Rhodia Inc.                 Trade                     $336,482
Bill Byrne
5700 Northwest Central Drive
Suite 100
Houston, TX 77092
Tel: 203-925-3300

Power Logic Inc.            Trade                     $328,526
Jerry Daffin
11740 Airline Hwy
Baton Rouge, LA 70817
Tel: 225-292-8585

US Customs Services         Government                $316,203
Customhouse Bldg., Rm 247
423 Canal Street
New Orleans, LA 70130

PMI Trading, Ltd.           Trade                     $289,315
Bernardo dela Garza
Av. Marina Nacional 329
Torre Ejecutiva Piso 22
Col Hvasteca 11311 Mexico
Tel: 713-567-0027

R.M.I. Services Inc.        Trade                     $279,866
Kenneth Maxwell, V.P.
37376 Manchac Pard Rd.
Prairieville, LA 70769
Tel: 225-673-5999

Other Exchange Note Holders                        $32,200,000


OUTSOURCING SOLUTIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Outsourcing Solutions, Inc.
             390 South Woods Mill Road
             Suite 350
             Chesterfield, Missouri 63017
             dba OSI Holdings Corp.

Bankruptcy Case No.: 03-46349

Debtor affiliates filing separate chapter 11 petitions:

Entity                                             Case No.
------                                             --------
Union Financial Services Group, Inc.               03-45870
Asset Recovery and Management Corp.                03-46323
The Union Corporation                              03-46324
Jennifer Loomis and Associates, Inc.               03-46325
OSI Outsourcing Services, Inc.                     03-46326
OSI Collection Services, Inc.                      03-46327
Transworld System Inc.                             03-46329
OSI Support Services, Inc.                         03-46330
American Recovery Company, Inc.                    03-46331
Gulf States Credit, L.L.C.                         03-46332
C.S.N. Corp.                                       03-46333
PAE Leasing, LLC                                   03-46334
General Connector Corporation                      03-46335
Coast to Coast Consulting, LLC                     03-46336
Greystone Business Group, LLC                      03-46337
U.C.O. M.B.A. Corporation                          03-46338
Perimeter Credit, LLC                              03-46339
UCO Properties, Incorporated                       03-46340
Union-Specialty Steel Casting Corporation          03-46341
OSI Portfolio Services, Inc.                       03-46342
North Shore Agency, Inc.                           03-46343
OSI Outsourcing Services International, Ltd        03-46344
Payco American International Corp.                 03-46345
University Accounting Services, LLC                03-46346
Pacific Software Consulting, LLC                   03-46347
Professional Recoveries, Inc.                      03-46348
Qualink, Inc.                                      03-46350
RWC Consulting Group, L.L.C.                       03-46352
Indiana Mutual Credit Association, Inc.            03-46353
Grable, Greiner & Wolff, Inc.                      03-46354

Type of Business: The Debtor and its subsidiaries are
                  collectively one of the largest providers of
                  business process outsourcing, or BPO,
                  receivables services in the U.S.

Chapter 11 Petition Date: May 5, 2003

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtors' Counsel: Gregory D. Willard, Esq.
                  Bryan Cave LLP
                  One Metropolitan Square
                  211 N. Broadway,
                  Ste. 3600
                  St. Louis, MO 63102
                  Tel: (314) 259-2000

Total Assets: $626,659,000

Total Debts: $699,289,000


OWENS CORNING: Wants Court to Establish Plan Voting Procedures
--------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to:

    A. establish procedures for solicitation and tabulation of
       votes to accept or reject the Plan;

    B. approve form of ballots; and

    C. establish a record date for voting purposes only.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Plan is premised on the substantive
consolidation of the Debtors' estates.  In general terms, and
except as otherwise provided in the Plan, substantive
consolidation will have these effects:

    A. all assets and liabilities of the Debtors' estates will
       be treated as though they were assets and liabilities of
       a single consolidated estate;

    B. no distributions will be made under the Plan on account
       of Intercompany Claims; and

    C. each and every Claim filed, to be filed, or deemed to
       have been or to be filed in the Debtors' cases against
       any Debtor will be deemed filed against the Consolidated
       Estate, and will be deemed to be one Claim against the
       Consolidated Estate.

The key aspects of the Voting Procedures are:

    A. PI Trust Claims were not required to be filed by the Bar
       Date.  Accordingly, the Voting Procedures propose to
       implement special procedures for publication notice of
       the opportunity to vote PI Trust Claims, direct notice to
       known attorneys for holders of PI Trust Claims, and
       voting of PI Trust Claims by attorneys to the extent the
       attorneys have the authority to do so.

       Moreover, because there has been no requirement for PI
       Trust Claims to be filed, and individual assessments of
       the value of PI Trust Claims can vary, the Voting
       Procedures establish a fixed set of values to be used
       solely in connection with determining the amount of the
       claims for voting purposes.

    B. Under the Voting Procedures, each individual holder of a
       PI Trust Claim will get a vote in a specified value based
       on the Disease Level noted on the ballot for the PI Trust
       Claim.  Each of eight designated Disease Levels will be
       assigned a different dollar value for voting purposes,
       based on the severity of the Disease Level and consistent
       with the values set forth in the Asbestos Personal Injury
       Trust Distribution Procedures proposed in the Plan for
       the Disease Levels.  Only one Disease Level may be
       selected for each holder of a PI Trust Claim.  In the
       event a holder of a PI Trust Claim selects more than one
       Disease Level, the Voting Agent will count solely the
       selected Disease Level with the highest value for voting
       purposes.

    C. This approach, which will not be binding on a claimant,
       the Debtors, the Asbestos Personal Injury Trust or any
       other party for any purpose other than voting, will
       eliminate the need to make any individual determination
       regarding PI Trust Claims.  Given that PI Trust Claims
       are classified by themselves under the Plan, holders of
       PI Trust Claims will not be prejudiced by this treatment.
       The Voting Procedures require these certifications by or
       on behalf of each holder of a PI Trust Claim, on penalty
       of perjury:

       1. that the holder of the PI Trust Claim has been exposed
          to asbestos-containing product manufactured or
          distributed by one of the Debtors or with respect to
          which one of the Debtors has legal liability; and

       2. that the holder of the PI Trust Claim has the Disease
          Level asserted on the holder's Ballot or Master
          Ballot.

    D. The Voting Procedures also propose special procedures for
       publication notice of the Confirmation Hearing Date and
       the ability to obtain a Solicitation Package, as well as
       the distribution of Solicitation Packages with respect to
       PI Trust Claims.  To all individuals who may hold or
       assert PI Trust Claims, the Debtors propose to send to
       their Attorneys a single Solicitation Package on behalf
       of all the claimants represented by the attorney.  The
       attorney will be required to certify, under penalty of
       perjury, that he or she is authorized to vote on behalf
       of each holder of a PI Trust Claim as to whom he or she
       casts a vote. Otherwise, the attorney is required to send
       to the Voting Agent within 10 business days after the
       mailing of the Solicitation Package, a list of the names,
       addresses and social security numbers of claimants on
       whose behalf the attorney is NOT entitled to vote, in
       which case individual Solicitation will be sent to the
       claimants.  Each of the attorneys will be provided a
       Master Ballot on which he or she can record the votes of
       the claimants on whose behalf the attorney is authorized
       to vote.  Each attorney will prepare a summary sheet that
       will become an exhibit to the Master Ballot listing each
       individual holder of a PI Trust Claim by name, social
       security number and disease category. In the event that
       not all claimants represented by the attorney vote in the
       same manner, the summary sheet will also indicate whether
       each claimant votes to accept or reject the Plan.

    E. The Voting Agent will mail a Solicitation Package
       directly to the individuals in accordance with the Voting
       Procedures if:

       1. a holder of a PI Trust Claim requests a Solicitation
          Package;

       2. an individual signs and files a PI Trust Claim prior
          to the Voting Record Date; or

       3. an attorney representing holders of PI Trust Claims
          timely advises the Voting Agent of the names,
          addresses and social security numbers of individuals
          who should receive their own Solicitation Packages.

       The Voting Procedures also permit an attorney
       representing holders of PI Trust Claims to request and
       obtain from the Voting Agent multiple Solicitation
       Packages and Ballots in the event the attorney seeks to
       circulate the material to his/her clients directly.

    F. The Debtors will publish an Asbestos Publication Notice
       once in at least each of the publications approved by the
       Court in the Disclosure Statement Order on a date not
       less than 30 calendar days prior to the Objection Date.

    G. Debt Securities: The Debtors have several issues of Debt
       Securities outstanding.  Many of these Debt Securities
       are not held directly by the beneficial owners, but are
       instead held in "street name" by various Debt Nominees.
       Therefore, the Voting Procedures contain customary
       procedures for the distribution of Solicitation Packages
       to Debt Nominees and provide for either the "pre-
       validation" of individual Ballots or the compilation of
       Master Ballots by the Debt Nominees.  "Pre-validated"
       Ballots will be returned directly to the Special Voting
       Agent.  If "pre-validated" Ballots are not used,
       individual Ballots will be summarized on a Master Ballot
       and then returned to the Special Voting Agent.  The
       Voting Procedures also contain customary procedures
       regarding the tabulation of Ballots with respect
       to Debt Securities.

    H. Equity Interests: As of the Petition Date, Owens Corning
       had common stock that was issued and outstanding.  The
       Voting Procedures provide that holders of Equity
       Interests, who are designated as impaired and not
       entitled to vote on the Plan, receive a Solicitation
       Package consisting solely of the Notice of Confirmation
       Hearing and a supplemental Notice to Equity Interest
       Holders, in a form approved by the Court, indicating that
       holders of Equity Interests will receive no distribution
       from, and retain no interest in, the Debtors under the
       Plan.  The proposed Notice contains instructions by which
       holders of Equity Interests wishing to obtain a copy of
       the Plan, Disclosure Statement and other relevant
       material may do so, either by viewing a designated web-
       site or by making a request to the Voting Agent.  The
       Debtors believe these procedures provide holders of
       Equity Interests with appropriate notice of the Plan,
       Disclosure Statement and related confirmation
       procedures in an efficient and effective manner and that
       the procedures provide equity interest holders with a
       summary of the Plan as is required by Rule 3017(d) of the
       Federal Rules of Bankruptcy Procedure.

    I. The Voting Agents: The Debtors will be using two agents
       for purposes of distributing Solicitation Packages and
       tabulating votes on the Plan.  The Voting Agent, Robert
       L. Berger & Associates, LLC, is the entity that developed
       the Debtors' computerized claims database and will be
       responsible for the distribution of Solicitation Packages
       to, and tabulation of ballots received from, all entities
       other than the holders of Debt Securities.  Innisfree M&A
       Incorporated will be responsible for the distribution of
       Solicitation Packages to holders of Debt Securities and
       Equity Interests and the tabulation of ballots and master
       ballots received from holders of Debt Securities.

    J. Aggregation of Multiple Unsecured Claims: For purposes of
       voting, classification, and treatment under the Plan, the
       number and amount of General Unsecured Claims held by an
       entity to which any General Unsecured Claim is
       transferred and which transfer is effective pursuant to
       Bankruptcy Rule 3001(e) no later than the close of
       business on the Record Date will be determined based upon
       the identity of the original holder of the Unsecured
       Claim.

    K. Pending Objections: Consistent with the provisions of the
       Bankruptcy Code and the Bankruptcy Rules, the Voting
       Procedures provide that the holders of Claims that are
       the subject of objections are not entitled to vote on the
       Plan unless the Bankruptcy Court enters an order allowing
       their Claims.

    L. Claimant's Voting Motion: Any holder of a Claim,
       Including OC Indirect Asbestos PI Trust Claims, FB
       Indirect Asbestos PI Trust Claims, OC Indirect Asbestos
       Property Damage Claims and FB Indirect Asbestos Property
       Damage Claims, that are not entitled to vote because
       their Claim is the subject of an objection pending before
       the Bankruptcy Court or is entitled to vote but seeks to
       challenge the amount of the allowed amount of the Claim
       for voting purposes, may file a Claimant's Voting Motion.
       A Claimant's Voting Motion must be filed within 20
       calendar days after the later of:

       1. service of the Confirmation Hearing Notice; and

       2. service of the notice of an objection, if any, to the
          Claim.

    M. Publication Notice: In addition to the Asbestos
       Publication Notice, the Debtors will publish the
       confirmation hearing and the opportunity to obtain a
       Solicitation Package:

       1. once in the weekday edition of the national editions
          of The New York Times, The Wall Street Journal, USA
          Today and the Toledo Blade;

       2. once, in at least each of the trade publications as
          set forth in the Disclosure Statement Order; and


       3. once, in at least each of the newspapers approved by
          the Court in the Disclosure Statement Order on a date
          not less than 30 days prior to the Objection Deadline.

    N. Other Matters: The Voting Procedures provide that the
       holder of a proof of claim timely filed in accordance
       with the General Bar Date Order that is unliquidated,
       contingent and undetermined will be deemed, for voting
       purposes only, to have a Claim amount of $1, so long as
       the Claim has not been disallowed or expunged by the
       Court or is not the subject of an objection pending as of
       the Record Date.  The Voting Procedures further provide
       that the Debtors are to give notice of the "one
       dollar/one vote" procedures to holders of filed Claims
       that are wholly unliquidated, contingent and undetermined
       by first-class mail at the time of service of
       Solicitation Packages.  This notice will advise affected
       claimants that in the event they wish to have their
       Claims allowed for voting purposes in an amount greater
       than $1, they must file within 20 calendar days after
       service of the notice, a motion pursuant to Bankruptcy
       Rule 3018 for an order temporarily allowing the Claim in
       a different amount for voting purposes.

    O. The Voting Procedures address various issues raised by
       the proposed substantive consolidation of the Debtors
       through the Plan and the resultant potential existence of
       duplicate claims for voting purposes.

    P. Specifically, the Voting Procedures provide that holders
       of separate Claims filed against multiple Debtors on
       account of the same underlying debt will be sent only one
       Solicitation Package and one Ballot and will be entitled
       to cast only one vote in favor of or against the Plan on
       account of the Claims.

    R. The Voting Procedures further provide that single Claims
       purported to be asserted against multiple Debtors will be
       deemed to be one Claim for voting purposes.

Subject to the limitations set forth in Section 1126(a) of the
Bankruptcy Code on those parties who may vote on a plan of
reorganization, Ms. Stickles states that appropriate
Solicitation Packages will be distributed to creditors, holders
of equity interests and certain other parties-in-interest, as
set forth in detail in the Voting Procedures.  Pursuant to
Bankruptcy Rules 1007(i) and 3017(e), the Debtors may establish
special procedures to solicit holders of the Debt Securities.
The Debtors submit that these procedures adequately recognize
the complex structure of the securities industry, enable the
Debtors to transmit materials to the holders of their publicly
traded debt securities, and afford beneficial owners of the Debt
Securities a fair and reasonable opportunity to vote.

The Voting Procedures are solely for purposes of voting to
accept or reject the Plan and not for the purpose of the
allowance of or distribution on account of a Claim, and are
without prejudice to the rights of the Debtors, or the Asbestos
Personal Injury Trust with respect to PI Trust Claims, in any
other context to dispute any unresolved Claim.  The Debtors
believe that the Voting Procedures provide for a fair and
equitable voting process.

Ms. Stickles believes that the special Voting Procedures
proposed with respect to PI Trust Claims not only will reduce
the cost of solicitation significantly, but also reflect the
reality of how PI Trust Claims are managed.  Often, an attorney
for the holder of a PI Trust Claim will hold a power of attorney
or other authorization sufficient under applicable bankruptcy or
non-bankruptcy law that gives the attorney the authority to make
decisions like voting on a Chapter 11 plan.  To the extent this
is not the case, the applicable attorneys are required to advise
the Debtors so that the individual claimants' votes can be
solicited directly.  The Debtors believe that this feature and
the other mechanisms contained in the Voting Procedures
adequately protect the interests of the PI Trust Claim holders.

Ms. Stickles contends that the Voting Procedures provide for a
fair and equitable voting process.  If any creditor seeks to
challenge, for voting purposes, an objection to its Claim or the
deeming of a contingent, unliquidated or undetermined Claim to
be $1 in accordance with the Voting Procedures, the Voting
Procedures provide that the creditor will serve on the Debtors
and file with the Court a motion requesting an order pursuant to
Bankruptcy Rule 3018(a) temporarily allowing the Claim or
temporarily allowing the Claim in a different amount for
purposes of voting to accept or reject the Plan.  With respect
to objections to a Claim, a motion is to be filed on or before
the 20th day after the later of:

    1. service of the Confirmation Hearing Notice; and

    2. service of a notice of an objection to the Claim.

With respect to the fixing of the amount of an unliquidated,
undetermined or contingent Claim, for voting purposes, at $1,
the motion is to be filed within 20 days after service of the
Solicitation Packages.  The Debtors further propose, in
accordance with Bankruptcy Rule 3018, that as to any creditor
filing a motion, the creditor's Ballot should not be counted
unless temporarily allowed by the Court for voting purposes,
after notice and a hearing.  The Debtors believe that the
proposed Voting Procedures embody an orderly and logical method
for soliciting and tabulating the Ballots of those parties
entitled to vote as is contemplated by the Bankruptcy Code and
the Bankruptcy Rules.

Ms. Stickles notes that the forms for the Ballots and Master
Ballots are based on Official Form No. 14, but have been
modified to address the particular aspects of these Chapter 11
cases and to include certain additional information that the
Debtors believe to be relevant and appropriate for each class of
Claims. The appropriate Ballot and/or Master Ballot forms, as
applicable, will be distributed to holders of Claims in Classes
3 -- Convenience Claims, 4 -- Bank Holders, 5 -- Bondholders
Claims, 6 -- General Unsecured Claims, 7 -- OC Asbestos Personal
Injury Claims, 8 - FB Asbestos Personal Injury Claims, and 9 -
FB Asbestos Property Damage Claims under the Plan, which classes
are entitled to vote to accept or reject the Plan.

Bankruptcy Rule 3017(d) provides that, for the purposes of
soliciting votes in connection with the confirmation of a plan
of reorganization, "creditors and equity security holders will
include holders of stock, bonds, debentures, notes and other
securities of record on the date the order approving the
disclosure statement is entered or another date fixed
by the court, for cause, after notice and a hearing."

Bankruptcy Rule 3018(a) contains a similar provision regarding
determination of the record date for voting purposes.

In accordance with Bankruptcy Rules 3017(d) and 3018(a), the
record date is typically the date an order approving the
disclosure statement is entered.  Nevertheless, in order to set
a record date, Ms. Stickles explains that the registrars of the
Debtors' securities need two business days advance notice to
enable those responsible for assembling ownership lists of
publicly traded debt and equity securities to compile a list of
holders as of a certain date.  Accurate lists often cannot be
prepared retroactively as to ownership on a prior date.
Moreover, although the Debtors may be able to give entities
advance notice of the date of the hearing on the proposed
disclosure statement, the hearing could be continued by the
Court, or the order approving the proposed Disclosure Statement
might not be entered on the date of the hearing.  Accordingly,
the Debtors ask the Court to exercise its authority under
Bankruptcy Rules 3017(d) and 3018(a) and Section 105(a) of the
Bankruptcy Code to set the date that is two business days after
the entry of an order approving the Disclosure Statement as the
record date for purposes of determining creditors ent0itled to
vote on the Plan or, in the case of non-voting classes, to
receive the Solicitation Package.  With respect to transfers of
Claims governed by Bankruptcy Rule 3001(e), the Voting
Procedures specify that the deadline for any objection to the
proposed transfer of a Claim must have passed as of the Record
Date in order for the transferee to be considered the holder of
the Claim entitled to vote the Claim or otherwise receive a
Solicitation Package. (Owens Corning Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Court Stays Confirmation Trial Until June 30, 2003
---------------------------------------------------------------
Pacific Gas and Electric Company, the California Public
Utilities Commission, and certain other parties-in-interest have
been participating in a judicially supervised settlement
conference to explore the possibility of resolving differences
between PG&E's Reorganization Plan and the alternative plan
presented by the CPUC and the Official Committee of Unsecured
Creditors.  To accommodate the settlement conference, the Court,
on March 11, 2003, issued an order staying all proceedings in
the confirmation trial for 60 days.

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

Judge Montali indicated that a status conference previously
scheduled for May 12, 2003 will be continued to June 16, 2003,
at which time the Court will schedule further matters relating
to discovery and the resumption of the confirmation trial, if
necessary. (Pacific Gas Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENNEXX FOODS: Lender Smithfield Intends to Sell Loan Collateral
----------------------------------------------------------------
Pennexx Foods, Inc. (OTC Bulletin Board: PNNX), a leading
provider of case-ready meat to retail supermarkets in the
Northeast, announced that its lender, Smithfield Foods, Inc.,
has advised the Company of its intention to sell the collateral
for its loan on May 30, 2003 unless Smithfield receives
immediate payment of all amounts due under the loan
(approximately $11.5 million plus satisfaction of the Smithfield
guaranty of the operating lease for approximately $11.9 million)
or unless the parties reach another mutually satisfactory
resolution of this matter.

The Company is discussing financial alternatives with potential
investors which would enable the Company to obtain a Smithfield
forbearance agreement, or alternatively, to repay the Smithfield
obligations in full. Although certain investors have expressed
preliminary interest in making such an investment, there is no
assurance that the Company will succeed in this effort. Any such
investment may be dilutive to existing shareholders.

"We are working diligently to put this financial hurdle behind
us and are eager to turn our attention back to satisfying the
growing demand from our customers for case-ready meat. The
nature and scope of the discussions we have held to date
encourage us to believe that we may reach a satisfactory
resolution," said Mike Queen, chairman and chief executive
officer of Pennexx.

The Company is past due by 15 days on an interest payment due to
Smithfield and also failed to make a required prepayment of the
excess loan advance created as a result of reductions in the
Company's eligible inventory and eligible accounts receivable.
The Company is also in default of the net worth covenant under
the Smithfield credit agreement. The sale of the collateral, if
it should occur, would, in effect, terminate the Company's
business.

The Company also failed to pay its monthly operating lease
payment to Commerce, which was due on May 1, 2003 in the amount
of approximately $151,000.

Established in 1999, Pennexx Foods, Inc. is a leading provider
of case-ready meat to retail supermarkets in the northeastern
U.S. The company currently provides case-ready meat within a
300-mile radius of its plants to customers in the Northeast in
order to assure delivery of product with an extended shelf life.
The company cuts, packages, processes and delivers case-ready
beef, pork, lamb and veal in compliance with the United States
Department of Agriculture regulations. Pennexx customers include
many significant supermarket retailers.


POLYONE: Shareholders Re-Elect Board of Directors at Meeting
------------------------------------------------------------
PolyOne Corporation (NYSE:POL), a leading global polymer
services company, announced that shareholders at its annual
meeting re-elected the current 10-member Board of Directors to
serve additional one-year terms.

The PolyOne annual meeting was webcast live, and can still be
accessed in the Investor Relations section of the Company's Web
site, httP://www.polyone.com .

PolyOne Corporation, with 2002 revenues of $2.5 billion, is an
international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and
Australia, and joint ventures in North America, South American,
Europe, Asia and Australia. Information on the Company's
products and services can be found at www.polyone.com

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to PolyOne Corp.'s proposed $250
million senior unsecured notes due 2010.

In addition, the 'BB-' corporate credit and senior unsecured
debt ratings on the company remain on CreditWatch with negative
implications, where they were placed on March 23, 2003, due to
elevated refinancing risk. Cleveland, Ohio-based PolyOne, with
$2.5 billion of annual sales and approximately $584 million of
outstanding debt, is a global polymer services company.

Proceeds of the notes will be used to make an $88 million debt
payment coming due in September 2003 and to refinance other
existing financial obligations. As part of the refinancing,
PolyOne will enter into a revised three-year, $50 million
revolving bank credit facility and a new three-year, $225
million accounts receivables sale facility.


PORTA SYSTEMS: Lacks Cash to Meet Maturing Senior Debt Payments
---------------------------------------------------------------
Porta Systems Corp. (OTC.BB:PYTM) reported an operating loss for
the quarter ended March 31, 2003 of $1,135,000, compared to an
operating loss of $1,749,000 for the quarter ended March 31,
2002. The Company recorded a net loss of $1,426,000 for the
quarter ended March 31, 2003, versus a net loss of $2,637,000
for the comparable quarter in 2002.

Sales for all units were $4,374,000 for the quarter ended
March 31, 2003 versus $4,744,000 for the quarter ended March 31,
2002, a decrease of $370,000 (8%). Copper Connection/Protection
sales were $2,161,000 for the 2003 quarter versus $1,470,000 for
the 2002 quarter. The increase for the quarter of $691,000 (47%)
reflects increase in sales primarily to customers in the United
Kingdom and Mexico. Signal Processing sales for the quarter
ended March 31, 2003 were $1,065,000 versus $1,076,000 for the
quarter ended March 31, 2002. OSS sales were $913,000 for the
quarter ended March 31, 2003 versus $2,045,000 for the quarter
ended March 31, 2002. The decreased sales resulted from the
inability to secure new orders resulting from the slowdown in
the telecommunications market, the effects of the Company's
financial condition and lower levels of contract completion
during the current quarter as compared to the same quarter last
year.

The overall gross margin for all business units was 23% for the
quarter ended March 31, 2003 vs. 18% for the quarter ended
March 31, 2002. This increase in gross margin is attributable to
the increased level of sales in the Copper Connection/Protection
business which enabled the Company to better absorb certain
fixed expenses. Additionally, Signal Processing margins
benefited from improved absorption as well.

Operating expenses for the quarter ended March 31, 2003
decreased by $499,000 (19%), when compared to last year's
quarter. This decrease relates to reduced salaries and benefits,
consulting services and commissions reflecting our current level
of business, primarily in our OSS business unit.

Interest expense decreased by $567,000 (65%) from $874,000 in
2002 to $307,000 in 2003. This reduction is attributable to our
amended agreement with our senior lender which provides that the
old loan in the principal amount of approximately $23,000,000,
bears no interest commencing March 1, 2002 until such time as
the lender, in its sole discretion, resumes interest charges.
The senior lender has not resumed interest charges.

The Company's Signal Processing unit operated profitably during
the quarter, with operating income of $349,000, while the Copper
Connection/Protection unit broke even and the OSS unit incurred
an operating loss of $853,000.

As of March 31, 2003, the Company's debt includes $25,145,000 of
senior debt which was recently extended to August 29, 2003. If
the senior lender does not extend the maturity date of the
Company's obligations past August 29, 2003, and demands payment
of all or a significant portion of the debt, it may be necessary
for the Company to seek protection under the Bankruptcy Code.
The Company's financial condition and stock price effectively
preclude it from raising funds through the issuance of debt or
equity securities. The Company has no source of funds other than
operations, and its operations are generating a negative cash
flow. The Company has in the past sought to raise funds through
the sale of one or more of its divisions. Although these efforts
continue, to date they have been unsuccessful. The Company also
does not have any prospects of obtaining an alternate senior
lender to replace its present lender.

Porta Systems Corp. designs, manufactures, markets and supports
communication equipment used in telecommunications, video and
data networks worldwide.


PROVANT INC: Suspends Obligation to File Reports with the SEC
-------------------------------------------------------------
Provant, Inc. (POVTE.OB) has filed a Form 15 with the SEC
yesterday suspending the Company's obligation to file reports
with the SEC under Section 15(d) of the Securities Exchange Act
of 1934. The suspension became effective immediately. As a
result of the filing, Provant is no longer required to file
quarterly and annual reports with the SEC, including the
quarterly report on Form 10-Q that otherwise would have been due
yesterday.

On February 18, 2003, Provant filed a Form 15 to terminate the
registration of the Company's common stock under Section 12 of
the Securities Exchange Act of 1934. The deregistration is
expected to become effective on May 19, 2003. Once the
deregistration becomes effective, Provant and its stockholders
will no longer be subject to the provisions of and rules under
the Securities Exchange Act of 1934 applicable to public
companies, including the rules relating to the delivery to
stockholders of proxy materials in connection with stockholder
meetings.

Because it is no longer required to file reports with the SEC,
Provant's common stock will no longer be eligible to trade on
the OTC Bulletin Board. Provant intends to seek to have its
common stock traded on the OTC Pink Sheets.

The Board of Directors determined that Provant should terminate
its obligation to file reports with the SEC because it believes
that the advantages of reporting are outweighed by the costs and
administrative burdens. In making its determination, the Board
of Directors considered, among other things, the current market
price of the Company's common stock, the trading volume in the
Company's common stock, the Company's financial condition and
the steps the Company is taking to sell its remaining business,
the Government group.

As previously announced, Provant has retained Quarterdeck
Investment Partners, an investment banking firm, to assist it in
the sale of the Government group. The Company is currently
making presentations to prospective buyers about the Government
group. No assurance can be given that this sales effort will be
successful. If it is, the Company expects to liquidate and
distribute over time the net proceeds from the sale to its
shareholders.


PUBLICARD INC: First-Quarter Results Show Marked Improvement
------------------------------------------------------------
PubliCARD, Inc. (OTC Bulletin Board: CARD) reported its
financial results for quarter ended March 31, 2003.

Sales for the first quarter of 2003 were $1,413,000, compared to
$1,199,000 a year ago. The improvement in sales resulted
primarily from revenues realized on several one-time custom
development projects in the first quarter of 2003. The Company
reported net income for the quarter ended March 31, 2003 of
$1,000,000 compared with a net loss of $1,269,000 a year ago.
The first quarter 2003 results include a gain of $1,707,000
relating to two separate settlements with various historical
insurers that resolve certain claims (including certain future
claims) under policies of insurance issued to the Company by
those insurers.

As of March 31, 2003, cash and short-term investments totaled
$1,622,000. In April 2003, the Company received $682,000
relating to the previously mentioned insurance settlements.

Headquartered in New York, NY, PubliCARD, through its Infineer
Ltd. subsidiary, designs smart card solutions for educational
and corporate sites. The Company's future plans revolve around a
potential acquisition strategy that would focus on businesses in
areas outside the high technology sector while continuing to
support the expansion of the Infineer business. However, the
Company will not be able to implement such plans unless it is
successful in obtaining additional funding, as to which no
assurance can be given. More information about PubliCARD can be
found on its Web site http://www.publicard.com

PubliCARD, Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $3,000 down from about $1
million recorded at December 31, 2002.

          Liquidity and Going Concern Considerations

The Company's consolidated statements of operations and balance
sheets contemplate the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Company has incurred operating losses, a substantial decline
in working capital and negative cash flow from operations for
the years 2002, 2001 and 2000. The Company has also experienced
a substantial reduction in its cash and short-term investments,
which declined from $17.0 million at December 31, 2000, to $4.5
million at December 31, 2001, to $1.3 million at December 31,
2002 and to $1.6 million at March 31, 2003. The Company also had
working capital of $651,000 and an accumulated deficit of $111.0
million at March 31, 2003.


QWEST COMMS: Will Publish First-Quarter Earnings on May 29, 2003
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) will release
first quarter 2003 earnings and operational highlights on
Thursday, May 29, 2003, at approximately 7:00 a.m. EDT.

Qwest will host a conference call May 29, 2003, at 9:00 a.m.
EDT. The call will feature Richard C. Notebaert, chairman and
CEO, and Oren G. Shaffer, vice chairman and CFO, who will
provide the company's perspective on the business and first
quarter operational results. Because the company continues the
process of finalizing the restatement of 2000 and 2001 results
and the related impact on 2002 results, Qwest will only release
an income statement and operational highlights for the first
quarter of 2003.

"Although we continue to advance our restatement of prior
periods, we felt it was important to provide an update of
operating results to date," said Shaffer. "We are pleased with
our operational performance in the first quarter and we remain
on track to meet our previously stated outlook for the year."

The company also announced that it has received waivers
regarding 2002 financial reporting for its Qwest Services
Corporation credit facility and its QwestDex term loan. The 2002
financial reporting due to the lenders by May 15, 2003, has been
extended to July 15, 2003.

Qwest sought the waivers because it is still in the process of
restating prior period financial statements necessary to
complete the 2002 financial statements. The company expects to
update the progress on its restatement and the re-audit process
on the May 29, 2003, conference call.

As the company has stated previously, Qwest continues to look at
ways to delever its balance sheet, reduce debt, and improve
liquidity through strategic financial transactions. This
includes debt exchanges and other available financing
alternatives.

Interested party may access a webcast (live and replay) of the
conference call at http://www.qwest.com/about/investor/meetings
(Windows Media Player or RealPlayer software is needed to listen
to the webcast.)

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


RAILAMERICA: on Watch Neg. over Potential Trans Rail Transaction
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings on RailAmerica Inc., including the 'BB-' corporate
credit rating, on CreditWatch with negative implications
following the company's announcement that it intends to commence
a tender offer for 100% of the equity securities of Tranz Rail
Holdings Ltd., a New Zealand-based freight and passenger
railroad company. Boca Raton, Florida-based RailAmerica, the
largest short-line/regional rail operator in North America, has
about $600 million of lease-adjusted debt.

RailAmerica intends to offer NZ$0.75 cash for each ordinary
share of Tranz Rail, for total consideration of approximately
US$90 million. In addition, it will assume or refinance
approximately US$135 million of existing indebtedness. The offer
is scheduled to commence between May 30, 2003, and June 14,
2003, and close 30 days after. "The acquisition, if completed,
would increase the diversity of RailAmerica's operations," said
Standard & Poor's credit analyst Lisa Jenkins. "However, it
would also increase debt leverage and present a number of
operating challenges," the analyst continued. Tranz Rail has a
weak financial profile and has recently suffered from depressed
operating performance and very constrained liquidity.

Existing ratings on RailAmerica incorporate the company's
aggressive debt leverage and the potential for debt-financed
acquisitions, partly offset by its position as the largest owner
and operator of short-line (regional and local) freight
railroads in North America and the favorable risk
characteristics of the U.S. freight railroad industry.

RailAmerica, which generated $428 million of revenues in 2002,
has a geographically diverse business profile. The firm owns a
large number (currently 49) of short-line freight and regional
railroads with approximately 12,900 miles of track in North
America, Australia, and Chile. In January 2003, RailAmerica
announced its intention to sell its 55% equity interest in its
Chilean rail operation, Ferronor. The company also plans to sell
other nonstrategic and noncore assets in North America and
Australia. Excluding Ferronor, 78% of 2002 revenues were derived
from North American rail operations and 22% from Australian rail
operations.

Standard & Poor's will monitor the status of the Tranz Rail
tender offer and will meet with management to discuss the likely
financing options and operating strategies related to the
proposed transaction. If it appears that the financial risk
profile of the company will deteriorate and remain weaker than
expected, ratings are likely to be lowered.


SAGENT TECHNOLOGY: Working Capital Deficit Tops $8MM at March 31
----------------------------------------------------------------
Sagent (Nasdaq:SGNT), a leading provider of enterprise business
intelligence solutions, announced its financial results for the
first quarter ended March 31, 2003.

Sagent's total net revenue for the first quarter of 2003 was
$7.4 million, compared with $8.5 million for the fourth quarter
of 2002 and $11.3 million for the first quarter of 2002.
Sagent's license revenue for the first quarter of 2003 totaled
$3.9 million, compared with $4.4 million on a sequential basis
and $6.1 million reported a year earlier.

Net loss for the first quarter of 2003 under generally accepted
accounting principles (GAAP) was $4.6 million. This compared
with a net loss of $2.8 million for the fourth quarter of 2002
and a net loss of $3.7 million for the first quarter of 2002.

At March 31, 2003, Sagent's cash and cash equivalents, including
restricted cash, were $3.0 million, compared with $10.6 million
at December 31, 2002.

Sagent Technology, Inc.'s March 31, 2003 balance sheet shows a
working capital deficit of about $8 million, while its total
shareholders' equity dwindled to about $1.7 million from $6.3
million recorded three months ago.

As previously announced, on April 15, 2003, Sagent and Group 1
Software, Inc., entered into an Asset Purchase Agreement, as
described more fully in the exhibit to a Form 8-K filed with the
SEC on April 16, 2003. Subject to the terms and conditions of
the Asset Purchase Agreement, Group 1 will pay up to $17 million
to Sagent in exchange for substantially all of the assets of
Sagent. The transaction was approved by Group 1's board of
directors on May 7, 2003. The sale of assets is expected to be
completed during the summer. Subject to the approval of its
stockholders, Sagent intends to wind up its business in
accordance with applicable law following the closing of the
asset sale, and thereafter effect a complete liquidation and
dissolution.

Sagent also announced that Court issued its final order of
dismissal with prejudice on April 28, 2003 for the settlement of
all remaining claims alleged in the shareholder class action
lawsuits filed in October and November 2000 in the United States
District Court for the Northern District of California. These
lawsuits alleged that during the relevant class period, the
Company and certain of its officers and directors violated the
Securities Exchange Act of 1934, as amended.

Sagent's patented technology fundamentally changes the way that
data warehouses are built and accessed. Sagent's unique data
flow server enables business users to easily extend the
structure of a data warehouse with new analytics that support
immediate business needs. This technology is at the core of
Sagent's ETL, EII and business intelligence solutions, as well
as multiple partner solutions that address the needs of specific
vertical and functional application areas. Sagent has more than
1,500 customers worldwide, including: AT&T, Boeing Employees
Credit Union, BP Amoco, Carrefour, Citibank, Diageo, Heineken,
Kawasaki, Kemper National Insurance, La Poste, NTT-DoCoMo,
Siemens, and Singapore Telecom. Key partners include Advent
Software, Cap Gemini Ernst & Young, HAHT Commerce, Hyperion,
Microsoft, Satyam, Sun Microsystems, and Unisys. Sagent is
headquartered in Mountain View, California. For more information
about Sagent, please visit http://www.sagent.com

                     Additional Information

In connection with the proposed sale of assets to Group 1, and
the subsequent liquidation and distribution to its stockholders,
Sagent will be filing a proxy statement and other relevant
documents concerning the transaction with the Securities and
Exchange Commission. Stockholders of Sagent are urged to read
the proxy statement any other relevant documents filed with the
SEC when they become available because they will contain
important information. Investors and security holders can obtain
free copies of the proxy statement and other relevant documents
when they become available by contacting Sagent Technology,
Inc., 800 West El Camino Real Suite 300, Mountain View, CA
94040. In addition, documents filed with the SEC by Sagent will
be available free of charge at the SEC's Web site at
http://www.sec.gov


SAMSONITE CORPORATION: Bain Capital Discloses 30% Equity Stake
--------------------------------------------------------------
Bain Capital (Europe) LLC, a limited liability company organized
under the laws of the State of Delaware beneficially own 30% of
the outstanding common stock of Samsonite Corporation.

Bain Capital, Ltd., a private limited company organized under
the laws of England and Wales, is the sole "manager" (as that
term is used in the Act) of Bain Capital (Europe) LLC, with the
title of "Managing Member".  Bain Capital, Ltd. is principally
engaged in the business of providing investment advisory
services to affiliated companies.  Its principal place of
business is in London, United Kingdom.

On May 1, 2003, Bain Capital (Europe) LLC, ACOF Management, L.P.
and Ontario Teachers Pension Plan Board (the "Investor Group")
entered into a Recapitalization Agreement regarding a
recapitalization of Samsonite Corporation.  As part of the
Recapitalization (i) the Investor Group will purchase $106
million of a new series of Samsonite's convertible preferred
stock and (ii) Samsonite will exchange its 13-7/8% Senior
Redeemable Exchangeable Preferred Stock for (assuming the full
amount of new preferred stock is elected to be received) a
combination of 54,000 shares of new preferred stock (with an
aggregate liquidation preference of $54 million), approximately
205 million shares of Samsonite common stock and warrants to
purchase approximately 15.5 million shares of Samsonite common
stock at an exercise price of $0.75 per share.

In connection with entering into the Recapitalization Agreement,
on May 1, 2003, the Investor Group and  ARTEMIS AMERICA
PARTNERSHIP, Samsonite Corporagtion's largest shareholder,
entered into a voting agreement. No party received consideration
in connection with the execution and delivery of the Voting
Agreement. Pursuant to the Voting Agreement, Artemis, among
other things, agreed to vote its 5,945,189 shares of common
stock of Samsonite in favor of amending Samsonite's certificate
of incorporation in order to effect the Recapitalization and do
all other things necessary or desirable to otherwise approve,
permit and facilitate the Recapitalization.

Melissa Wong, in her capacity as an employee of Bain Capital
(Europe) LLC, and Eric Beckman, in his capacity as an officer of
ACOF Management, L.P., each were appointed as Artemis'
irrevocable proxy for the limited purposes set forth above and
in the Voting Agreement at any meeting of Samsonite or by
consent in lieu of any such meeting or otherwise. The proxy
terminates at the earlier of (i) the date on which all of the
transactions contemplated by the Recapitalization shall have
been consummated and (ii) the termination by Artemis of its
obligations under the Voting Agreement by giving written notice
thereof to the other parties at any time after the earlier of
(A) September 30, 2003, or (B) the date of termination of the
Recapitalization Agreement.

Artemis is free to sell or otherwise dispose of the Artemis
Shares so long as the purchaser or transferee agrees to be
governed by the Voting Agreement with respect to the limited
issues covered thereby.

The closing of the Recapitalization is subject to numerous
conditions, including the approval of the holders of a majority
of each of Samsonite's outstanding common stock and existing
preferred stock, governmental and other third-party approvals, a
maximum net debt level, replacing Samsonite's existing senior
credit facility with a new $60 million revolving credit facility
and the absence of a material adverse change.

There can be no assurance that the Recapitalization will occur.

                         *   *   *

As reported in the May 8, 2003, issue of the Troubled Company
Reporter, the ratings of Samsonite Corporation were affirmed by
Moody's Investors Service. Outlook for the ratings was changed
to developing from negative due to the company's planned
recapitalization pact that could sizably reduce the company's
debts and refinance its current debt facility.

                      Affirmed Ratings

   * B3 - Senior implied rating;

   * B2 - $70.0 million senior secured revolving credit facility
          due in June 2004;

   * B2 - $35.2 million senior secured European term loan
          facility due June 2004;

   * B2 - $46.2 million senior secured U.S. term loan facility
          due June 2005;

* Caa2 - $322.8 million 10-3/4% senior subordinated notes due
           June 2008;

    * C - $309.1 million 13-7/8% senior redeemable preferred
          stock due June 2010;

* Caa1 - Senior unsecured issuer rating.


SAN JOAQUIN HILLS: Unreached Projected Revenue Spurs BB Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB'
from 'BBB-' on San Joaquin Hills Transportation Corridor
Agency's (SJHTCA) $1.8 billion in debt outstanding due to the
failure, by increasingly wider margins, of traffic and revenue
to reach projected levels. The outlook on the rating is stable.

"Given the future escalating growth in debt service and
continuing under-performance of the road relative to
projections, the project's long-term ability to pay timely
interest and principal is questionable and inconsistent with
investment-grade projects," said Mary Ellen Wriedt, credit
analyst. "However," she added, "a positive factor providing
liquidity for the bonds is a flexible federal line of credit
from the U.S. Department of Transportation."

The SJHTCA already restructured its debt in 1997 due to
lower-than-projected traffic and revenue levels. At that time,
it revised its projections, and it is these new projections that
are not being met to a level, 78%, that will provide cash flow
sufficiency from ongoing operations on a long-term basis.

SJHTCA may join with the Foothill/Eastern Transportation
Corridor Agency (rated 'BBB-'), which administers another toll
facility in Orange County, California, to form a new joint
powers authority. If this occurs, both agencies' debt would be
restructured on a tax-exempt basis.

The SJHTCA runs the San Joaquin Hills Transportation Corridor, a
15-mile toll road in southern Orange County that parallels
Interestates 5 and 405 and connects Newport Beach and San Juan
Capistrano. Once the road was completed, it was integrated into
the state road network as State Route 73, and ownership and
maintenance of the road passed to Caltrans, the state's
department of transportation.


SEQUA CORP: First Quarter 2003 Net Loss Stays Flat at $3 Million
----------------------------------------------------------------
Despite the harsh effect of the steep and continuing decline in
the commercial airline industry, Sequa Corporation (NYSE:SQAA) -
- whose largest business unit (Chromalloy Gas Turbine) repairs
jet engine parts for airline customers and whose senior
unsecured debt has been downgraded by Fitch Ratings to 'BB-'
from 'BB+' -- recorded first quarter results in line with last
year.

As estimated at the company's annual stockholder meeting on
May 8, Sequa recorded a net loss of $3.1 million or 35 cents per
share for the quarter ended March 31, 2003, virtually unchanged
from the loss posted in the same quarter of 2002. Last year's
first quarter results are before the effect of a change in
accounting principle.

Sales for the first quarter of 2003 increased seven percent,
reflecting improvement at a number of operations outside the
airline industry, augmented by the addition of a business
acquired in September 2002 and by the benefit of translating
foreign currency sales into US dollars. Operating income also
increased seven percent in the opening period of 2003, led by
advances at specialty chemicals supplier Warwick International,
can equipment maker Sequa Can Machinery, and metal coil coater
Precoat Metals. Improvement at these and other business units
more than offset the 49 percent drop in operating income at
Chromalloy Gas Turbine.

The sharp downturn in Chromalloy's results reflects reduced
profits from operations serving the commercial market, as well
as a $4.1 million increase in provisions for slow-moving
inventory; a $0.7 million charge related to receivables due from
Air Canada, which has filed for bankruptcy protection; and $0.8
million of expense stemming from workforce reductions. Given the
current and projected outlook for the commercial airline
industry, Chromalloy has moved to institute further
restructuring actions, and has incurred a charge of
approximately $1.5 million, which will be included in results
for the second quarter of 2003.

Results of Sequa's four other reporting segments are as follows:
The propulsion segment recorded operating income on a par with
the first quarter of 2002, due to improvement at the automotive
airbag inflator operation, which posted a smaller loss than a
year ago. Profits of the metal coating segment moved higher on
reduced sales -- the result of continued efficiency gains.
Specialty chemicals results increased 65 percent, with both the
detergent chemicals manufacturing operation and the
international marketing units contributing to the advance. The
other products segment, which had recorded a loss in the first
quarter of last year, posted a profit in the opening quarter of
2003. The turnaround reflects a narrowing of the loss recorded
by MEGTEC Systems, the largest business in the segment, and a
substantial improvement in profits at Sequa Can Machinery.


SILGAN HLDGS: Improved Fin'l Profile Prompts S&P to Up Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Silgan Holdings Inc., a leading domestic player in the
metal food can market, to 'BB' from 'BB-', reflecting Silgan's
improving financial profile and financial policies that support
prospects for further debt reduction. The current outlook is
stable.

Standard & Poor's said that its ratings on Silgan are supported
by its average business position as a major North American rigid
consumer goods packaging producer, steady earnings and free cash
flow generation, and sufficient liquidity, offset by aggressive
debt leverage. Stamford, Connecticut-based Silgan has about
$1.19 billion in outstanding debt.

"Although the company completed three acquisitions in the first
quarter of 2003, free cash flow is expected to be used for debt
reduction, and acquisition activity, if any, is expected to be
modest," said Standard & Poor's credit analyst Liley Mehta. The
company has announced a targeted level of debt reduction, in the
order of $200 million to $300 million by 2006. "This shift
towards a less aggressive financial policy is expected to
support the modest improvement to key credit measures to a level
consistent with the current rating," said Ms. Mehta.

Silgan is the largest producer of metal food cans in North
America, and enjoys a dominant volume share estimated at about
49%. The firm's business mix is about 75% in metal food cans,
and 25% in plastic bottles and containers primarily for personal
care products, wherein the company enjoys a co-leadership
position. Although the metal can industry is mature and
competitive, end markets are relatively stable.


SOFAME TECHNOLOGIES: Canadian Court Ratifies Proposal Under BIA
---------------------------------------------------------------
Sofame Technologies Inc. announces that the Superior Court has
ratified the proposal filed with the Official Receiver in
accordance with the provisions of the Bankruptcy and Insolvency
Act as of March 28, 2003, and accepted by the creditors of the
Corporation at a meeting of the creditors held on April 16,
2003. The nature of the proposal has been disclosed in the Press
Release and Material Change Report filed with the appropriate
securities authorities as of April 4, 2003.

Sofame Technologies Inc. is a Montreal-based corporation doing
business in the direct contact water heating industry.

Sofame Technologies Inc. is listed on the TSX Venture Exchange
under the SDW symbol and the financial statements are filed on
SEDAR's web site at http://www.sedar.com.

                        *   *   *

As reported in the April 2, 2003, edition of the Troubled
Company Reporter, Sofame Technologies Inc. filed a proposal with
the official receiver in accordance with provisions of the
"Bankruptcy and Insolvency Act". Pursuant to the terms of such
proposal, the secured creditors of the Corporation would be
reimbursed according to the existing contracts or agreements to
be concluded. A fixed amount, minus the sums necessary to
reimburse the governmental creditors, the privileged creditors
and the costs of the proposal, would be used to reimburse the
unsecured creditors in part as of the final homologation of the
proposal and in part within the six months following the final
homologation of the proposal. A meeting of the creditors is to
be held on or about April 16, 2003 to vote on the proposal.


SUN HEALTHCARE: Asks Court to Allow Uninsured Litigation Claims
---------------------------------------------------------------
Mark D. Collins, Esq., at Richards, Layton & Finger PA, in
Wilmington, Delaware, informs the Court that several pending
actions were not formally asserted in any judicial forum against
the Debtors through the filing of a complaint.  There has been
no attempt by any of the Claimants to prosecute the Actions
before the Petition Date or to seek relief from the automatic
stay to prosecute any action in the more than three years since
the Petition Date.  Each of the Claimants has also failed to
respond to the Sun Healthcare Group Debtors' attempts to contact
them in order to begin discussing a resolution of the disputed
claims.

The Debtors originally asked the Court to approve mandatory
alternative dispute resolution procedures to resolve the Claims.
However, after service of the Mediation Motion and before the
hearing, the Debtors settled certain of the Claims, and entered
into negotiation with respect to others.  Accordingly, Mr.
Collins relates that the efficiencies and synergies originally
contemplated by the Mediation Motion were no longer sufficient
to warrant the expense of paying a mediator to resolve the
Claims. Thus, the Debtors filed a notice of withdrawal of the
Mediation motion.

After having attempted to contact the Claimants to settle the
Pending Actions through informal channels to no avail, and
having received no objection to the withdrawn Mediation Motion,
the Debtors now believe that allowance of the unresolved Claims
in the amount asserted and enforcement of the discharge
injunction so that the Claimants may not litigate the Claims in
an ill-guided attempt to receive more than the face amount of
their own proofs of claim is the most appropriate way to resolve
the Pending Actions.

Mr. Collins reports that the Debtors have identified eight
unresolved prepetition Claims for various allegations for which
they do not maintain insurance coverage.  By this motion, the
Debtors ask the Court to allow the eight Claims in the amounts
stated on each Proof of Claim:

    Claimant                  Claim No.           Claim Amount
    --------                  ---------           ------------
    Bazile, Hyacinth           1091100              $500,000
                               1091300               500,000
    Kennedy, Ralph B.          1100300               300,000
    Leach, Nina                1214000               100,000
    Moy, Sandra                 454900               300,000
    Meelheim, Wilkinson         476000               250,000
                                475900               250,000
                                475800               250,000

"Allowing the claims and limiting the claimants' rights to the
amounts listed in their proofs of claim will expedite the
resolution of these claims and save the Debtors and the
Claimants substantial litigation costs," Mr. Collins says.  The
prompt resolution of the Pending Actions will also permit the
Debtors to continue to make distributions under the Plan and
eliminate reserves for the contingent and disputed claims, Mr.
Collins adds.

The Debtors are attempting to resolve the Claims because under
the confirmed Plan, the percentage of equity, which will be
distributed to unsecured creditors, varies by the total amount
of the allowed unsecured Claims. (Sun Healthcare Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SUN MEDIA: Extending Exchange Offer for Sr Notes Until Month-End
----------------------------------------------------------------
Sun Media Corporation extended the expiration date of its offer
to exchange up to US$205,000,000 principal amount of its 7-5/8%
Senior Notes due 2013 for an equal principal amount of such
notes, which have been registered under the Securities Act of
1933, as amended, from 5:00 p.m., New York City time, on May 14,
2003 to 5:00 p.m., New York City time, on May 30, 2003.

The Company was advised by the Exchange Agent for the Exchange
Offer that the Company had received tenders of $204,800,000
principal amount, or 99.9 percent, of the Initial Notes as of
the Original Expiration Date.

The complete terms and provisions of the Exchange Offer are
contained in the prospectus dated April 11, 2003 and
accompanying materials that were mailed on Monday, April 14,
2003 to holders of the Initial Notes. This press release is not
an offer to purchase, a solicitation of an offer to purchase, or
a solicitation of an offer to sell any Exchange Note.  The
Exchange Offer may only be made pursuant to the terms of the
prospectus and the accompanying materials (as both may be
amended).

National City Bank is the Exchange Agent for the Exchange Offer.
Questions and requests for assistance, requests for additional
copies of the prospectus or of the letter of transmittal and
requests for notices of guaranteed delivery should be directed
to the Exchange Agent at 4100 West 150th Street, 3rd Floor, LOC
#5352, Cleveland, Ohio 44135-1385 or by telephone at (216)
222-2552.

Sun Media Corporation, a subsidiary of Quebecor Media Inc.,
itself a subsidiary of Quebecor Inc., is the second largest
newspaper publishing company in Canada, publishing 16 daily
newspapers and serving 8 of the top 11 urban markets in Canada.
Sun Media also publishes 178 weekly newspapers and speciality
publications across Canada.

                      *    *    *

As previously reported, Standard & Poor's Ratings Services'
ratings on media company Quebecor Media Inc., and its
subsidiaries, including Sun Media Corp., and Videotron Ltee,
remain on CreditWatch with negative implications, where they
were placed Sept. 16, 2002.

The CreditWatch update follows Standard & Poor's review of Sun
Media's refinancing plan. Following completion of the announced
refinancing at Sun Media, which is Quebecor Media's newspaper
subsidiary, the ratings on Quebecor Media and its subsidiaries,
including the 'B+' long-term corporate credit ratings, will be
removed from CreditWatch and affirmed, with an expected stable
outlook.


SURGICARE INC: Pursuing Options to Cure Defaults Under Loan Pact
----------------------------------------------------------------
SurgiCare Inc. (AMEX:SRG), a Houston-based ambulatory surgery
company, announced its financial results for the first quarter
of 2003.

Revenues for the three months ending March 31, 2003, were $2.28
million, a decrease of 30% percent compared with year-ago
quarterly revenues of $3.26 million. The first quarter 2003 loss
was $678,000 against a profit of $428,000 for the year-earlier
quarter.

The decrease in revenue is due to three primary factors. The
first is an increase in the contractual allowance SurgiCare is
taking on revenues compared to last year. The average
contractual allowance this quarter is 67% compared to last
year's average contractual rate of 55%, which partially led to
the provision for doubtful accounts of $5.4 million in the
second and third quarters of last year. In addition, there was a
transfer of nearly 150 cases from Memorial Village in which
SurgiCare owns a 60% interest and can consolidate to Physicians
Endoscopy Center in which SurgiCare owns a 10% interest and
cannot consolidate, resulting in reduced revenues of
approximately $130,000. The center opened in late December 2002
and was fully functional in the first quarter of 2003. Finally,
a temporary loss of approximately 70 lithotripsy cases for the
quarter due to reimbursement and payment issues reduced revenues
by approximately $200,000. The lithotripsy issues have been
resolved and the cases are being returned to Memorial Village
beginning in May 2003. Revenue per consolidated case of $1,277
is comparable to fourth quarter revenue per consolidated case of
$1,396. The drop is primarily due to the loss of the high
revenue lithotripsy cases. Surgical costs per case were nearly
the same as the fourth quarter.

Case volume for the first quarter 2003 grew 47.8% percent over
the year-ago period to 4,064. Case volume also increased 16.9%
over the fourth quarter of 2003. The majority of this growth was
due to the opening of Physicians Endoscopy Center which
performed 1,183 cases in the quarter compared to 58 in the
fourth quarter and none in the first quarter of last year.
Excluding PEC, case volume for the first quarter 2003 grew 4.8%
percent over the year-ago period to 2,881 and case volume
decreased 15.7% over the fourth quarter of 2003. Please note
that case volumes quoted here include all SurgiCare centers on a
same store basis, regardless of SurgiCare's ownership interest.
This is a reporting change from prior to the fourth quarter of
2002, which was only on a consolidated basis and not a same
store comparison.

SurgiCare Inc.'s March 31, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $8 million.

"The results for the quarter reflect the ongoing reconstruction
of the company since the introduction of new management," said
SurgiCare Chief Executive Officer Keith LeBlanc. "The company
has faced significant challenges over the last six months and is
in the final stages of completing this process with a targeted
completion by June 30."

These are the primary goals outlined to implement the
reconstruction of SurgiCare: -- Recruit professional management
-- Reduce the debt load -- Re-structure the existing centers'
partnerships -- Complete strategic plan and re-brand the company
-- Implement cost controls and processes to improve operations -
- Obtain growth capital -- And, increase revenues through
development, acquisition and organic growth of ASC's, imaging
centers, surgical hospitals and/or other related service
providers

In September 2002, SurgiCare retained Keith LeBlanc as its new
CEO and Phil Scott as its new CFO. In the first quarter of 2003,
SurgiCare hired Robin Bagwell, RN as its director of Clinical
Services, Roger Huntington, CPA as its controller, and Andrea
Pater, MBA as its development coordinator. These personnel have
extensive healthcare experience to complete the reconstruction
and build a solid foundation for growth.

With the hiring of new management, major initiatives were
started to eliminate a significant portion of the company's debt
load. SurgiCare has completed two private placements raising
approximately $2.2 million and has refinanced its debt on its
land assets raising a gross amount of $1.5 million. Due to the
liquidity issues, SurgiCare needs to raise additional capital to
retire a significant portion of its debt. SurgiCare is
negotiating additional equity investments, debt restructuring,
and/or the sale of select assets to reduce the debt load to a
manageable level and cure the existing defaults. SurgiCare will
need to raise approximately $2.5 - $3.0 million to cure the
existing defaults. However, there is no assurance that SurgiCare
will be successful in this effort. Service of the debt, combined
with the accrued expenses of the prior administration continues
to burden cash flow.

SurgiCare currently has ownership of various surgery centers
ranging from 10% to 100%. The revised strategy is to have
SurgiCare own a 35% interest and have a management control
position, which would allow SurgiCare to consolidate revenues.
This will allow our physician partners to hold a majority of the
equity ownership, since they generate the revenues for the
centers. SurgiCare is restructuring each of its centers
including the ownership, governance, operating agreements and
management.

SurgiCare has retained an advisory board including Hank Moore,
corporate strategist and author of The High Cost of Doing
Nothing, Jerry MacIntosh, founder of Administaff, and Jackie
Hall, organizational psychologist of The Hall Group to work with
SurgiCare's top 40 physicians, the board of directors and
executive management to formulate a long term strategic plan.
The plan, as implemented, will expand SurgiCare's focus to
supplement ambulatory surgical centers with related imaging
centers, practice management services and possibly short-stay
surgical hospitals.

SurgiCare intends to grow the company by adding an imaging
component, creating an outpatient medical mall concept through
joint ventures with its current physician partners. SurgiCare
also intends to grow the company by adding a practice management
division, providing a billing and collection expertise that was
severely lacking and would also be a source of potential future
acquisitions of ASC's. SurgiCare will provide extensive
customer-focused management, quality control, clinical services
and other synergies in order to assist its physician partners in
meeting the medical demands of the community, which we believe
will result in increased volume in the surgery centers.

Additionally, the company contracted with Bandy-Carroll-Hellige
Advertising to develop a corporate image campaign that was
launched at the Federal Ambulatory Surgery Association (FASA)
meeting in Boston from May 8-11. This image campaign and the
strategic planning process has resulted in a new mission, vision
statement, strategy, logo and Web site. Please visit the
Company's newly revised Web site at http://www.surgicareinc.com
The FASA meeting was well attended, which resulted in
substantial leads for business expansion and development.

SurgiCare's vision is to become the physicians' partner of
choice for outpatient healthcare delivery. Our mission is to
provide SurgiCare physicians and medical professionals with the
technology, working environment and resources needed to provide
the highest quality of care for every patient.

SurgiCare has implemented various operational programs intended
to control costs and improve the product and services offered at
our surgery centers. These include a newly signed GPO contract
with Amerinet to control supply costs, outsourcing of the human
resource functions and services to Administaff to improve the
employee recruitment, retention, and benefits at a reduced cost,
and the implementation of cost reporting software by case at
each of our managed facilities. Ongoing efforts are in progress
to streamline and standardize services, reduce costs, and to
implement the newly created customer service program.

To strengthen SurgiCare's capital position and provide funding
sources for future growth, the company has been investigating
relationships with long-term capital partners. New management
has not obtained firm commitments, but has had continuous
discussions with various potential partners and expects that
upon completion of the clean-up and reduction in the debt, a
capital partner will be obtained.

Finally, SurgiCare continues to explore growth opportunities
with a variety of surgery centers, imaging centers and practice
management companies. Some of these discussions have advanced to
a non-binding letter of intent with ongoing due diligence. These
potential acquisitions will be contingent upon securing the
capital resources necessary through a capital partner.

"I'm encouraged by the progress achieved thus far, and I'm very
optimistic about the direction of our company," LeBlanc said.
"We are close to digging out of the hole that we inherited.
Results of the groundwork we are laying will start producing
financial results in the third quarter of 2003. The fundamental
surgery services model that SurgiCare is evolving does enjoy a
proven success for physicians, patients, payors and investors.
Our company will benefit as technology and demographics continue
to expand the number of outpatient surgical procedures in future
years. We intend to use our company's renewed financial strength
to complete paying previously existing debts and grow rapidly,
both through organic expansion and through carefully selected
acquisitions."

SurgiCare Inc. offers licensed, freestanding ambulatory surgery
centers for use by physicians and its physician partners and
their patients. They are licensed, certified and Medicare
approved outpatient facilities. SurgiCare's goal is to grow
through mergers, acquisitions and turnkey management contracts
in conjunction with physician-involved supervision and potential
equity participation within a public company model. SurgiCare
has assembled a team of highly qualified industry professionals
that are equipped to effectively manage multiple ASCs, imaging
centers, and other operating units to cut operational costs and
increase profit margins. For more information on SurgiCare,
please visit the company's newly revised Web Site at
http://www.surgicareinc.com


SYSTEMONE TECHNOLOGIES: Posts Improved Results for First Quarter
----------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) reported
its first quarter 2003 operating results.

Chief Executive Officer Paul I. Mansur stated, "We are pleased
to report that the Company's first quarter 2003 results reflect
significant year to year and quarter to quarter improvement and
represents the Company's transition to net income. We reversed
an approximate $315,000 net loss in 2002 to a $247,000 net
income in 2003. Our results for 2002 reflect the effect of a 26%
increase in volume coupled with ongoing streamlining and
productivity improvements."

Mansur further stated "We are now well positioned with
stabilized operations, close to 50,000 units shipped to date,
advanced proprietary technologies and planned new product
introductions. Coupled with the substantial marketing resources
through our alliance with Safety-Kleen, we look forward to
continuing improvements."

      March 31, 2003 -- First Quarter Financial Results

Revenues for the three months ended March 31, 2003 were $5,624,
000 compared to revenues of $4,454,000 in the corresponding
period of 2002. The Company generated a profit from operations
for the three months ended March 31, 2003 of $1,494,000 compared
with a profit from operations of $1,078,000 in the corresponding
period of 2002. The Company's net income for the three months
ended March 31, 2003 was $799,000, compared with a net loss of
$208,000 in the corresponding period of 2002. The Company's net
income attributable to common stock for the three months ended
March 31, 2003 was $247,000, or a profit of 5.1 cents per share,
compared with a net loss of $315,000, or a loss 6.6 cents per
share, in the corresponding period of 2002.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $41.8 million.

Detailed information about SystemOne can be found on the
company's Web site at http://www.systemonetechnologies.comor by
viewing the Company's Annual Report on Form 10-KSB to be filed
with the Securities and Exchange Commission.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self contained recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded eleven patents for its products, which incorporate
environmentally friendly, proprietary resource recovery and
waste minimization technologies. The Company is headquartered in
Miami, Florida.


TEXAS COMMERCIAL: Adds 100 Business Customers in April 2003
-----------------------------------------------------------
Texas Commercial Energy has grown its customer base by 10
percent during the month of April, as a result of signing 100
Texas businesses as energy customers. A majority of the
companies were returning to TCE as their preferred electricity
provider, after they had been transferred to other providers
following TCE's filing for Chapter 11 bankruptcy protection in
March 2003.

"First and foremost, customers tell us that they selected TCE
for our unparalleled customer service," said Steve Ousley, vice
president of sales. "We are gratified to be reminded that, while
competitive rates are important, the high quality of TCE service
is appreciated enough by customers to spur them to resume
service with TCE as quickly as possible."

TCE President Mike Shirley added, "TCE's reorganization plan to
emerge from bankruptcy is on track, and our switching and
billing guarantee remains the only one in the industry. As TCE
renews its focus on businesses utilizing less than one megawatt
of energy annually, we are reminded that businesses of all sizes
appreciate being treated like customers, not ratepayers."

Texas Commercial Energy is a leading Retail Electric Provider in
Texas with more than 1,100 business customers representing
nearly 5,500 meter locations. Texas Commercial Energy offers the
energy industry's only switching and billing guarantee, while
delivering competitively priced and reliable electricity.


TRENWICK GROUP: Reduces First-Quarter Net Loss Further to $600K
---------------------------------------------------------------
Trenwick Group Ltd., reported a net loss available to common
shareholders of $0.6 million for the first quarter of 2003,
compared to a net loss available to common shareholders of $54.6
million for the first quarter of 2002.

The net loss in the first quarter of 2003 includes $1.2 million
of charges related to professional and other fees incurred
during this period in connection with the ongoing efforts to
restructure the Company's indebtedness. The net loss also
included $6.2 million of letter of credit fees, an increase of
$4.6 million over the same period in 2002 and $1.9 million in
net fees incurred related to the underwriting facility with
Chubb. Re, Inc.  The results for the first quarter of 2002
included a charge of $23.0 million resulting from additional
underwriting losses incurred related to the September 11, 2001
terrorist attacks.

Trenwick's gross and net premium writings totaled $257.8 million
and $192.3 million, respectively, for the quarter ended March
31, 2003 compared to $465.6 million and $317.2 million,
respectively, for the quarter ended March 31, 2002. The decrease
in premium writings is a result of the sale of the in-force
property catastrophe reinsurance business of Trenwick's Bermuda
based subsidiary, LaSalle Re Limited on April 1, 2002, combined
with Trenwick's decision to cease underwriting United States
specialty program insurance and United Kingdom international
specialty insurance and reinsurance, both effective in the
fourth quarter of 2002. These decreases were offset in part by
an increase in premiums written through Trenwick's Lloyd's of
London operation.

The combined loss and expense ratio for Trenwick for the first
quarter of 2003 was 101.1% compared to a combined loss and
expense ratio of 114.1% for the first quarter of 2002. The 2002
first quarter results include 8.6 percentage points of adverse
loss reserve development related to the September 11, 2001
terrorist attacks.

Trenwick's net investment income was $19.6 million in the
quarter ended March 31, 2003 compared to $29.3 million for the
same period in 2002. The decrease in the quarter compared to
last year is attributable to the reduction in invested assets,
following the repayment of Trenwick's term loan facility in June
2002 and an increase in cash used in operations, and lower
investment yields. In addition, beginning in the fourth quarter
of 2002 the proportion of short-term investments within the
portfolio increased significantly following the sale of
investments under a plan to enhance the quality and liquidity of
Trenwick's balance sheet.

Trenwick posted net realized investment gains of $0.4 million in
the quarter ended March 31, 2003, compared to net realized
investment gains of $1.5 million for the same period in 2002.
The gains recorded during 2002 were a result of actions taken to
reposition the investment portfolio into higher quality, shorter
duration fixed income securities.

Trenwick recorded other expenses of $2.0 million during the
three month period ended March 31, 2003 as compared to other
income of $2.6 million recorded by Trenwick during the same
period of 2002. The negative result in 2003 is due to the
inclusion of $3.0 million in fronting fees incurred in
connection with the Chubb Re underwriting facility. In addition,
the 2002 income included $2.1 million of equity in net earnings
of a managing general agency, the ownership of which was sold by
Trenwick at the end of 2002 in connection with its decision to
cease underwriting United States specialty program insurance.

General and administrative expenses for the quarter ended March
31, 2003 were $3.7 million, an increase of $0.4 million over the
same period in 2002. These expenses include $1.2 million of
costs incurred in the 2003 quarter related to Trenwick's ongoing
efforts to restructure its indebtedness and preferred equity.

As of March 31, 2003, Trenwick's consolidated common
shareholders' equity totaled $80.6 million compared to $77.5
million or $2.11 per share at December 31, 2002. The increase in
consolidated shareholders' equity resulted mainly from the
unrealized gains on investments recorded during the quarter.

During the first quarter of 2003, Trenwick reported cash used in
operations of $69.9 million. The increased cash used in
operating activities can be attributed mainly to increases in
net claims and claims expenses, and underwriting expenses paid
combined with a decrease in net investment income received. The
increase in net claims and claims expenses paid compared to 2002
is affected by payments received in the 2002 quarter as a result
of the reinsurance to close the 1999 years of account on
Trenwick's Lloyd's syndicates. The increase in underwriting
expenses paid in 2003 over 2002 is primarily attributable to
severance payments and other costs related to certain of
Trenwick's operations being placed into run-off in late 2002.
The decrease in net investment income received also is
commensurate with the decline in investment income experienced
over the past two quarters. The increased use of cash was offset
slightly by a decrease in interest expense and preferred share
dividends paid, the result of the repayment of Trenwick's term
loan facility in the second quarter of 2002, combined with the
suspension of dividend payments on Trenwick's preferred
securities in the fourth quarter of 2002.

               Operational/Restructuring Summary

As previously reported, the future operations of Trenwick will
differ materially from prior periods as Trenwick has placed into
run-off substantially all of its insurance operations other than
its Lloyd's business. As result of the foregoing, Trenwick's
operations, at least for the foreseeable future, will likely
consist of the sale, or management in run-off, of its insurance
businesses. The reduced operations will be limited primarily to
the administration of claims, regulatory compliance, collection
of receivables, settlement of reinsurance agreements (including
commutations where appropriate), cash and investment management.
If the Company is successful in its run-off efforts to improve
the financial capability of the Company, it intends to seek to
repay indebtedness owed to Trenwick's creditors to the extent
permitted by the applicable regulator with primary jurisdiction
over each of the separate regulated entities and, to the extent
there are amounts remaining, to pursue other business
opportunities or to distribute amounts to its equity holders. It
is likely that these efforts, even if successful in whole or in
part, will require several years before any significant amounts
will be made available to the creditors and equity holders, if
at all.

Since the beginning of 2003, Trenwick has completed or initiated
the following major items in furtherance of its restructuring.

-- On April 15, 2003, Trenwick announced that it had ceased
underwriting reinsurance business under its previously announced
underwriting facility with Chubb Re. This decision was a result
of constraints caused by Trenwick's financial condition and
concerns arising with respect to its on-going stability, which
negatively affected Trenwick's ability to write new reinsurance
business under the facility. The underwriting facility, which
began in November 2002, permits Trenwick to write up to $400
million of U.S. reinsurance business on behalf of Chubb Re
through January 31, 2004. Since inception in November 2002,
Trenwick has underwritten approximately $128 million of
reinsurance in this facility. Trenwick will continue to be
entitled to the economic benefits of existing business under the
facility subject to the terms and conditions of the facility.

-- As previously announced, Trenwick reached an agreement with
the holders of the 6.70% Senior Notes of its wholly owned
subsidiary, Trenwick America Corporation, to extend the maturity
date of the Senior Notes until August 1, 2003 and to waive the
default occasioned when Trenwick America failed to pay principal
on the Senior Notes on April 1, 2003. Under the terms of the
agreement, Trenwick America has paid to the Senior Noteholders
all interest accrued through April 1, 2003, in the amount of
$2,512,500.

-- On May 8, 2003, Trenwick announced that its Board of
Directors has authorized the senior management of its Lloyd's of
London business, Trenwick Managing Agents Limited, to seek
alternative sources of capital to replace Trenwick's ownership
of TMA and the current capacity provided by Trenwick and its
subsidiaries on composite Syndicate 839 and life Syndicate 44
from industry partners, private equity and other financial
sources.

-- Trenwick continues to be engaged in discussions with the
insurance regulators of the jurisdiction in which its insurance
company subsidiaries are domiciled. On May 5, 2003, Trenwick's
New York domiciled subsidiary, The Insurance Corporation of New
York, entered into a "letter of understanding" with the New York
Insurance Department restricting INSCORP from taking certain
actions without the prior written approval of the Department.
Trenwick America Reinsurance Corporation, Trenwick's Connecticut
domiciled subsidiary, has a similar arrangement with the
Connecticut Insurance Department.

-- Trenwick has entered into a letter of intent with Castlewood
Holdings Limited and Litigation Control Group Limited for the
sale of Trenwick's United Kingdom subsidiary, Trenwick
International Limited. The sale of Trenwick International
Limited is subject to definitive documentation, completion of
due diligence and the approval of the Financial Services
Authority in the United Kingdom.

-- Since Trenwick announced its decision to place a majority of
its operations in run-off, Trenwick has initiated a process to
select a run-off firm to assist its management in developing and
executing its run-off plan. The selection of the run-off firm
will be subject to regulatory approval and approval by
Trenwick's principal creditors.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with subsidiaries located in the
United States, the United Kingdom and Bermuda. Trenwick's
operations at Lloyd's of London underwrite specialty insurance
as well as treaty and facultative reinsurance on a worldwide
basis. Trenwick's United States specialty program business,
specialty London market insurance company, Trenwick
International Limited, and its United States reinsurance
business through Trenwick America Reinsurance Corporation are
now in run-off. In 2002, Trenwick sold the in-force business of
LaSalle Re Limited, its Bermuda based subsidiary.

As reported in Troubled Company Reporter's April 7, 2003
edition, Fitch Ratings lowered its long-term and senior debt
rating on Trenwick America Corp. to 'D' from 'C'. In addition,
Fitch lowered its long-term ratings on Trenwick Group, Ltd. And
LaSalle Re Holdings, Ltd, to 'D' from 'C'. Fitch's 'C' ratings
on Trenwick's LaSalle Re Holdings, Ltd. subsidiary and Trenwick
Capital Trust I's capital securities are unchanged.

Fitch's rating action followed the Company's announcement by TAC
that it had defaulted on interest and principal payments on $75
million of senior unsecured debt. Fitch's 'D' rating indicated
that Fitch believed that TAC's senior note holders' recovery
value is unlikely to exceed 50 percent.


UNIFORET INC: Slows Production at its Sawmills Amid Slow Market
---------------------------------------------------------------
Uniforet Inc. announced that production at its Peribonka and
Port-Cartier sawmills will be reduced today for an indefinite
period.

These slowdowns are the necessary consequence of continued
pronounced weaknesses in lumber markets and the resulting
difficulty in selling sawmill production. Since May 22, 2002,
all shipments of lumber to the United States have been subject
to countervailing duties of 27.2%, and the imposition of
those duties has considerably weakened the competitiveness of
Canadian lumber producers.

The Port-Cartier sawmill schedule will consist of a single shift
per day, while the P,ribonka sawmill will operate only one
production line, and this for three shifts per day. Sawmill
production will be reduced by approximately 60% under this
operating scenario from current production. Approximately 100
jobs will be affected by these slowdowns.

Uniforet Inc., under the Superior Court of Montreal's CCAA
protection, manufactures softwood lumber. It carries on its
business through mills located in Port-Cartier and in the
P,ribonka area. Uniforet Inc.'s securities are listed on the
Toronto Stock Exchange under the trading symbol UNF.A for the
Class A Subordinate Voting Shares, and under the trading symbol
UNF.DB for the Convertible Debentures.


U.S. PLASTIC: Fails to Regain Compliance with Nasdaq Guidelines
---------------------------------------------------------------
U.S. Plastic Lumber Corp. (NasdaqSC:USPL) has received notice
from Nasdaq advising that the Company has not regained
compliance with the minimum $1.00 closing bid price per share
requirement and that its common stock will be delisted from The
Nasdaq SmallCap Market at the opening of business on May 23,
2003.

USPL also stated that it has seven days to appeal Nasdaq's
decision, which would stay the delisting of its common stock
pending a hearing, however the Company's board of directors has
not yet decided whether to file an appeal with Nasdaq's Listing
Qualifications Panel. If the company determines not to file an
appeal, the common stock would begin trading on the OTC Bulletin
Board(R) on May 23, 2003 under the same ticker symbol "USPL".
However, some Internet quotation services add an "OB" to the end
of the symbol and will use "USPL.OB" for the purpose of
providing stock quotes.

                          *      *      *

As reported in Troubled Company Reporter's December 27, 2002
edition, U.S. Plastic Lumber obtained a new senior credit
facility with Guaranty Business Credit Corporation with a
maximum amount of $13 million, including an equipment term loan
of $3 million and new working capital line of up to $10 million.

The new Credit Agreement replaces the working capital line that
USPL had with Bank of America, N.A. as Administrative Agent, and
"completes the balance sheet restructuring USPL has been
diligently working on since the closing of the sale of our
environmental division in September."

                 Liquidity and Capital Resources

The Company's liquidity and ability to meet its financial
obligations and maintain its current operations in 2002 and
beyond will be dependent on, among other things, its ability to
obtain a new senior credit facility, meet its payment
obligations under, achieve and maintain compliance with the
financial covenants in its debt agreements and provide financing
for working capital.

Upon the closing of sale of Clean Earth, the Company received a
new revolving credit facility from the same lending group that
comprised its previously existing Senior Credit Facility ("the
Bank of America Lending Group"), with a maximum availability of
$3.0 million. Outstanding borrowings on this facility were $1.0
million and $3.0 million as of September 30, 2002 and November
14, 2002 respectively. Under certain conditions, the
availability under this facility could increase to $10.0
million. The Company is currently negotiating a new $13 million
credit facility with another financial institution to replace
the existing facility, and is also negotiating an amendment to
its Master Credit Facility to cure certain defaults in
connection with that lending agreement. The Company expects
these negotiations to be completed in the very near future.

In September of 2002 the $5 million convertible debenture
payable to the Stout Partnership was converted to equity in
accordance with the terms of the debenture agreement. In
addition, the $4 million convertible subordinated debenture
payable to Halifax Fund, L.P., that was due July 1, 2002
was retired as part of an Exchange and Repurchase Agreement. See
notes 4 and 6 for further information on these transactions.

If the Company is not successful in completing the proposed
amendment to its Master Credit Facility, it will be required to
seek other alternatives for financing its ongoing working
capital needs, which could include raising additional equity,
selling some of its assets or increasing the availability on its
current credit facility. There can be no assurances that this
course of action will be successful. The Company's failure to
provide financing for its ongoing working capital needs would
require the Company to significantly curtail its operations.

U.S. Plastic Lumber's September 30, 2002 balance sheet shows
that total current liabilities exceeded total current assets by
about $15 million.


U.S. UNWIRED: March 31 Balance Sheet Insolvency Widens to $126MM
----------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR), a PCS Affiliate of Sprint
(NYSE:FON, PCS), reported revenues of $128.7 million for the
three-month period ended March 31, 2003. PCS operations
generated $124.5 million in total revenue for the quarter.
Subscriber revenue and roaming revenue from PCS operations were
$91.3 million and $26.6 million, respectively.

"Our continued commitment to our business plan has resulted in
improved financial and operating results. As an example, we
reduced our blocked and dropped call rate by more than 12% while
spending only $9.8 million on capital expenditures during the
quarter. Other operational improvements included churn which
decreased for the second consecutive quarter," said Robert
Piper, US Unwired's President and Chief Executive Officer.
"However, we still have significant challenges ahead of us. We
are working hard to reach an agreement with both our banking
groups to provide the required covenant relief."

At the end of the first quarter of 2003, total wireless
subscribers (including PCS, cellular and resale) were 633,432,
while PCS subscribers were 584,190, up from 561,162 in the
fourth quarter of 2002. Of the 25,623 PCS net subscriber
additions during the first quarter, 4,717 were from the
Company's IWO Holdings subsidiary's operations. The March 31,
2003 PCS subscriber count included a reduction of 2,595
subscribers written-off as part of the subscriber validation
tests performed while implementing a new subscriber reporting
system.

PCS subscriber acquisition cost was $297 for the first quarter
of 2003. For the first quarter of 2003, monthly average minutes
of use were 676 per average PCS subscriber with roaming and 518
without roaming; total PCS system minutes of use were
approximately 1.2 billion, including 352 million roaming
minutes; postpay PCS churn, net of 30-day returns, was
approximately 3.6%. Average monthly revenue per PCS subscriber
(ARPU), including roaming, was $68.97 for the quarter, compared
to $84.56 a quarter ago, reflecting a reduction of our travel
rate with Sprint from 20 to 5.8 cents. This travel rate change
accounted for 96% of the decrease in ARPU.

Total capital expenditures were $9.8 million for the quarter,
$9.7 million of which were related to the company's portion of
the Sprint wireless network that as of March 31, 2003, covered
12.7 million residents with 1,831 sites.

On a consolidated basis, US Unwired had unrestricted cash of
approximately $73.3 million and restricted cash of $30.2 million
at March 31, 2003.

Under its $170 million bank credit facility, US Unwired was in
full compliance with its covenants and had $73.2 million of
availability. However, the company believes it will violate
certain financial covenants during 2003, which would permit the
lenders to disallow future borrowings.

IWO was not in compliance with the covenants of its $240 million
bank credit facility as of March 31, 2003, and may not have
access to the facility's $25.3 million of remaining capacity. US
Unwired has not guaranteed or otherwise become responsible for
IWO's debt. As a result of liquidity challenges, IWO has elected
to abandon the construction of cell sites that do not provide a
sufficient level of enhanced coverage. IWO recorded an asset
abandonment charge of $12.4 million during the three-month
period ended March 31, 2003 for the cell sites and the related
property leases of these abandoned cell sites.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $300 million, and a total shareholders'
equity deficit of about $126 million.

US Unwired Inc., headquartered in Lake Charles, La., holds
direct or indirect ownership interests in five PCS Affiliates of
Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO
Holdings and Gulf Coast Wireless. Through Louisiana Unwired,
Texas Unwired, Georgia PCS and IWO Holdings, US Unwired is
authorized to build, operate and manage wireless mobility
communications network products and services under the Sprint
brand name in 67 markets, currently serving over 500,000 PCS
customers. US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee, Texas, Massachusetts, New Hampshire, New
York, Pennsylvania, and Vermont. In addition, US Unwired
provides cellular and paging service in southwest Louisiana. For
more information on US Unwired and its products and services,
visit the company's Web site at http://www.usunwired.com US
Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".

Sprint operates the largest, 100-percent -digital, nationwide
PCS wireless network in the United States, already serving more
than 4,000 cities and communities across the country. Sprint has
licensed PCS coverage of more than 280 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. In August 2002,
Sprint became the first wireless carrier in the country to
launch next generation services nationwide delivering faster
speeds and advanced applications on Vision-enabled Phones and
devices. For more information on products and services, visit
http://www.sprint.com/mr PCS is a wholly owned tracking stock
of Sprint Corporation trading on the NYSE under the symbol
"PCS." Sprint is a global communications company with
approximately 72,000 employees worldwide and nearly $72 billion
in annual revenues and is widely recognized for developing,
engineering and deploying state-of-the art network technologies.


VAIL RESORTS: $425 Million Credit Facility Rated BB- by S&P
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Vail Resorts Inc.'s proposed $425 million credit facility
consisting of a $325 million revolving credit facility due May
2007 and a $100 million term loan B due November 2008. Proceeds
are expected to be used to refinance existing debt. At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit
rating on the company. Vail, Colorado-based ski resort operator
had $572.8 million of debt outstanding on Jan. 31, 2003. The
outlook is negative.

"The ratings reflect Vail's limited geographic diversity, high
capital expenditures, and risks associated with a highly
seasonal and cyclical industry," said Standard & Poor's credit
analyst Andy Liu. This is offset by solid operating performance,
a dominant market share in Colorado, and good revenue mix.

The 2002-2003 ski season started off well with good snow
conditions at nearly all of the company's ski resorts. Until the
end of February, skier visits were up significantly compared to
the 2001-2002 ski season. However, the prospect of a war in Iraq
and the actual outbreak of hostilities in March offset much of
the early season gains.

Capital expenditures for fiscal 2003 are higher due to
renovation and upgrades associated with recently acquired
properties. Spending is expected to decline modestly in fiscal
2004, which would benefit discretionary cash flow. With the
2002-2003 ski season effectively over, any improvement in credit
profile or liquidity would be dependent on the upcoming ski
season. A further weakening of the credit profile or covenant
cushion could cause a review of ratings.


WARNACO GROUP: First-Quarter Results Show Significant Growth
------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ:WRNC) announced results for the
first quarter ended April 5, 2003.

Warnaco emerged from bankruptcy on February 4, 2003, and the
reported results reflect the two-month period commencing with
the Company's emergence and ending April 5, 2003. For the two-
month period, net revenues totaled $326.3 million, net income
totaled $22.6 million and earnings per share totaled $0.50 on
approximately 45 million shares outstanding.

For the three months ended April 5, 2003, on a pro forma basis
as if the Company had emerged from bankruptcy at the beginning
of fiscal 2003, net revenues totaled $442.3 million, net income
totaled $32.1 million and earnings per share totaled $0.71 on
approximately 45 million shares outstanding. The Company
believes that the pro forma information for the first quarter of
fiscal 2003 is important, as such presentation of results
enables investors to compare the Company's first quarter results
with prior periods and provides a basis for comparison with
future periods.

In the first quarter, on a pro forma basis for fiscal 2003 and
fiscal 2002 as if the Company had emerged from bankruptcy at the
beginning of each quarter:

-- Net revenues rose by 7.9% to $442.3 million from $410.1
   million in the first quarter of fiscal 2002;

-- Gross profit improved to $167.2 million, or 37.8% of net
   revenues, from $121.8 million, or 29.7% of net revenues, in
   the first quarter of fiscal 2002;

-- Operating income increased to $60.9 million, or 13.8% of net
   revenues, from $29.5 million, or 7.2% of net revenues, in the
   first quarter of fiscal 2002;

In addition to operating income, the Company utilizes the
measure "EBITDA" to assess its business results. EBITDA for the
first quarter of fiscal 2003 increased to $69.6 million from
$37.6 million in the first quarter of fiscal 2002 (see Schedule
2 for a reconciliation of operating income to EBITDA);

-- Net income improved to $32.1 million from $11.4 million in
  the first quarter of fiscal 2002; and

-- Working capital management improved as follows:

          Inventory turns increased to 2.9 times compared to 2.7
          times in the first quarter of fiscal 2002; and

          Accounts receivables day's sales outstanding decreased
          by 3.3 days to 58.6 days from 61.9 days in the first
          quarter of 2002.

"Our strong first quarter performance demonstrates the power of
our brands and operating model, as well as our focused execution
strategies, with particularly strong results from our swimwear
group," noted James P. Fogarty, Chief Financial Officer. "We are
proud of the turnaround we have accomplished."

Joseph R. Gromek, President and Chief Executive Officer, stated:
"I compliment the Company's leadership team on its first quarter
results. I am excited to lead Warnaco given its strengthened
operating platform, strong brand portfolio, increased financial
flexibility and prospects for future growth."

The Company noted that its results for the first quarter of 2003
reflect many factors including increased sales of swimwear
products, as compared to the prior year period. Also, earlier
shipment of certain swimwear, Calvin Klein Underwear and Calvin
Klein Jeans programs had a positive effect on first quarter 2003
results. The Company expects that these earlier shipments
combined with lower-than-expected second quarter 2003 shipments
of intimate apparel will cause second quarter EBITDA and
operating income on a pro forma basis to be significantly below
the prior year's results. However, the Company expects first six
months' EBITDA and operating income on a pro forma basis to be
ahead of the prior year's results on a pro forma basis.

The Company also announced its decision to expense stock options
commencing in fiscal 2003. The Company expects to incur
compensation expense of approximately $6.2 million in fiscal
2003 associated with grants of stock options as well as
restricted stock pursuant to the Company's 2003 Equity Incentive
Plan.

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear, better dresses and accessories
sold under such owned and licensed brands as Warner's(R),
Olga(R), Lejaby(R), Body by Nancy Ganz(TM), Chaps by Ralph
Lauren(R), Calvin Klein(R) men's and women's underwear, men's
accessories, and men's, women's, junior women's and children's
jeans, Speedo(R) men's, women's and children's swimwear,
sportswear and swimwear accessories, Anne Cole Collection(R),
Cole of California(R), Catalina(R) and Nautica(R) swimwear, and
A.B.S. by Allen Schwartz(R) Women's sportswear and better
dresses.


WHEELING-PITTSBURGH: New Plan's Grouping & Treatment of Claims
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. and its debtor-affiliates modify
their proposed classification and treatment of claims under the
Second Amended Plan.  The new classification and treatment of
claims scheme (using claim estimates as of December 2002) is:

                         Claims                      Anticipated
    Class               Treatment                        Claims
    -----               ---------                    -----------
Administrative     Paid in full on confirmation     $153,700,000
     Claims         or as agreed

DIP Lenders        Paid in full by exit financing   $170,700,000

Other              Paid in full on Effective Date    $26,800,000
Postpetition       or according to transaction terms
Secured Claims     (WesBanco -- $1.2 million and
                    Fata Hunter -- $3.4 million)
                    However, (x) the ODOD Loan
                    ($7.0 million) shall be paid
                    in accordance with the terms
                    of the ODOD Loan Modification
                    Agreement, (y) the RDL Deferred
                    Payment Obligations ($8.1
                    million) will be paid in
                    accordance with the terms of
                    the RDL Agreement and (z) the
                    WHX Loans ($7.1 million) will be
                    contributed on the Pre-Effective
                    Date to the capital of WPC (which
                    will in turn contribute those
                    Claims to the capital of WPSC)
                    in accordance with the terms of
                    the WHX Agreement.


Tax Claims         Paid in full on Effective Date,      $400,000
                    or at Debtors' option, over 6
                    years from assessment or as
                    agreed.

1 - Priority       Paid on Effective Date or as               $0
     Claims         agreed

2 - Miscellaneous  Primarily mechanic's liens.        $1,250,000
     Secured        Paid in full on Effective                 to
     Claims         Date or, at Debtors' election,    $2,500,000
                    Debtors will cure contract
                    defaults.  Settlements have
                    been reached with 5 mechanics'
                    lien claimants under which the
                    allowed amount of those
                    creditors' secured claims
                    aggregates $370,000.
                    Approximately $8.4 million of
                    mechanics' lien claims remain
                    unresolved.  Approximately $4.4
                    million of that amount involves
                    liens that are being contested
                    in adversary proceedings based on
                    contractual waivers of the right
                    to file liens (approximately $4.3
                    million of the disputed amount)
                    or on the contention that work
                    done was not lienable
                    (approximately $100,000 of the
                    disputed amount).  Approximately
                    $4 million in liens will shortly
                    be challenged in a fifth omnibus
                    claims objection based on
                    valuation and priority issues and
                    disputes as to the amount of the
                    claim.  Persons holding mechanics'
                    liens claims that are Allowed
                    Claims shall be paid the full
                    amount of such Allowed Claim in
                    Cash on the later of the Effective
                    Date and the date such claim
                    becomes an Allowed Claim.

3 - Industrial     (Nevada Bonds/Lease and Virginia   $7,100,000
     Revenue Bond   Bonds/Lease)  Debtors will cure
     Claims         defaults on Effective Date,
                    whether defaults occurred before
                    or after the Petition Date.
                    Claimants to receive an IRB
                    Deferral Note from Reorganized
                    WPSC in a principal amount equal
                    to such Claim. Each such IRB
                    Deferral Note will bear interest
                    at 4% per annum, mature on the
                    3rd anniversary of the Effective
                    Date and be payable in 6 equal
                    semi-annual installments.  The
                    principal amount, the due date
                    of the payments and the interest
                    rate of the IRB Deferral Notes
                    may be changed to preserve the
                    tax exempt status of the
                    industrial revenue bonds.

4 - Noteholder     Senior Notes or Note Indenture    $15,000,000
     Secured        to the extent such Claims are
     Claims         secured by $15 million of the
                    loans arising from the WHX
                    Settlement and Release Agreement
                    under which WPC lent WPSC the
                    $17 million paid to WPC by WHX
                    in connection with the
                    settlement of certain
                    intercompany claims and PCC
                    lent WPSC the net proceeds of
                    the sale of its assets to WHX.
                    Claimants to receive Pro
                    Rata share of $15 million in
                    Cash.

5 - Unsecured      Primarily Noteholders' Claims    $351,700,000
     Noteholders    (against WPC other than the
                    Noteholder Secured Claims).
                    On the Effective Date,
                    claimants to receive:
                    (a) a Pro Rata share of
                        $5 million in Cash,
                    (b) a Pro Rata share of
                        the New Secured Notes and
                    (c) a Pro Rata share of the
                        New Unsecured Notes.

6 - Noteholder     Senior Notes & pre-petition     $____________
     Claims         Term Notes.  On the Effective
                    Date, Claimants to receive
                    from Reorganized WPC a Pro
                    Rata share of 4,700,000 shares
                    of New Common Stock constituting
                    47% of the New Common Stock to
                    be issued and outstanding on
                    the Effective Date.

7 - Unsecured      All Claims against WPSC other    $120,000,000
     WPSC           than Administrative Claims,               to
     Claims         Tax Claims, MLA Wage Deferral   $150,000,000
                    Claims and Class 1, 2, 3, 6, 8
                    and 9 Claims.  On the Effective
                    Date, claimants will receive a
                    Pro Rata share of 2,300,000
                    shares of New Common Stock
                    constituting 23% of the New
                    Common Stock to be issued and
                    outstanding on the Effective
                    Date.  Claims related to personal
                    injury, property damage, products
                    liability, wrongful death, or
                    other similar torts in the
                    aggregate amount of approximately
                    $65 million have been filed
                    against WPSC.  The Debtors believe
                    that most of the Tort Claims are
                    contingent or subject to dispute
                    and therefore estimate the
                    aggregate amount of Allowed Tort
                    Claims to be approximately
                    $5 million.

8 - Intercompany   Primarily claims of WPC against $____________
     Claims         its subsidiaries.  To be
                    contributed by WPC to capital
                    of subsidiaries.  All subsidiary
                    claims deemed expunged as of
                    Effective Date.

9 - Penalty        No distribution under Plan.                $0
     Claims

10 - Holders of    Fully reinstated.              Not Applicable
      Old Common
      Stock of
      Subsidiaries

11 - Holders of    Pro rata share of $10,000;     Not Applicable
      Old Common    then interests are
      Stock of WPC  extinguished.

(Wheeling-Pittsburgh Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WOMEN FIRST: Airs Commitment to Remove Loan Covenant Defaults
-------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq: WFHC) announced that
decisions outlined in the year-end 2002 conference call resulted
in a first quarter 2003 net loss to common stockholders of $21.4
million, or $0.93 per fully diluted share. The first quarter
loss compares to a net profit to common stockholders of
$243,000, or $0.01 per share, in the prior year period. The
first quarter 2003 results include an impairment charge of $5.9
million against the carrying value of the Company's non-
strategic pharmaceutical products, which are currently being
offered for sale, and a restructuring charge of $653,000 for
downsizing the sales force and reducing overhead, actions
announced in March 2003. There were no similar charges in the
2002 period.

The Company reported total net revenue of $1.4 million in the
current quarter compared to $9.5 million in the prior year
period. The decrease in revenue resulted from the slower than
anticipated prescription growth for pharmaceutical products
during the fourth quarter of 2002 and the first quarter of 2003
and the adequacy of the distribution channel to meet
prescription demands. In arriving at total net revenue, the
Company increased its reserves for estimated returns, rebates
and chargebacks by $2.4 million. Reserve increases in the first
quarter 2002 totaled $1.1 million.

Commenting on the results, Edward F. Calesa, Women First
chairman, president and CEO, said, "We detailed a six-part
strategy in our March 2003 conference call to build our Company.
The results we report [Thurs]day are consistent with that
strategy. Most notably, our decision to realign the distribution
channel with prescription demand by forgoing opportunities to
make additional sales into the channel has resulted in the
revenue shortfall we're reporting now. We also committed to
remove the covenant defaults and restructure the debt, which we
did. We said we would increase consumer division revenue and it
grew by 30%. We are continuing our efforts to sell non-strategic
assets. We said we would refocus and redirect our women's health
franchise, which we expect will result in annualized savings of
$8 million. We said we would build the Vaniqa(R) franchise and
we have made progress in doing that on several fronts. Our
current priority is to increase the number of Esclim(TM)
prescriptions written by OB/GYNs and supported by managed care
wins and to increase prescriptions of Vaniqa(R) to the
dermatologist complemented by a new direct to physician sales
initiative. We continue to believe these are the right steps for
the long term health of our business."

The Company reports results in two segments as follows:

The Pharmaceutical Division had negative net revenue of $1.2
million after providing $2.4 million for reserve adjustments. In
the prior year period, net revenues were $7.4 million after
providing $1.1 million for reserve adjustments.

The Consumer Business Division reported net revenue for the
current quarter of $2.6 million, 30% ahead of the same period in
the prior year.

The Company's cash position at March 31, 2003 was $10.9 million,
up from $9.1 million at year-end 2002. Stockholders' equity
decreased to $24.5 million at March 31, 2003 from $45.9 million
at year-end 2002.

                         Business Outlook

The Company suspended its fiscal year 2003 guidance until such
time as the accounting for the restructured senior secured notes
and the disposal of non-strategic assets is finalized.

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: Asks Court to Reject 345 Service Orders
-----------------------------------------------------
Worldcom Inc. determined that it does not require the capacity
relating to:

     (i) 340 circuits purchased through tariff service orders,
         of which 334 were purchased from SBC or its affiliates,
         two were purchased from Sprint or its affiliates, and
         four were purchased from BellSouth or its affiliates;
         and

   (ii) five circuits purchased under a master service agreement
         with Qwest.

Accordingly, the Debtors ask Judge Gonzalez for authority to
reject the Service Orders associated with the Circuits.

Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the Debtors currently have no traffic on the
Circuits purchased under the Service Orders, which have $96,505
in monthly charges.  Thus, the Circuits provided under the
Service Orders are unnecessary and costly to the Debtors'
estates.  By rejecting the Service Orders, the Debtors save the
estates $1,158,058 in administrative expenses per annum or
$2,926,470 for the remainder of the terms of the Service Orders.
(Worldcom Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOE06USR2) trade at 28.6 and 29.1 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


WORLDCOM INC: Gray Panthers Supports Efforts to Debar Debtors
-------------------------------------------------------------
The Gray Panthers, a national organization of 40,000 activists,
is urging members of Congress to pledge that they support
efforts to debar WorldCom/MCI (WCOEQ, MCWEQ) from doing business
with the federal government. The group is taking the action in
the wake of new revelations that prompted the Attorneys General
in four states to challenge scandal-plagued WorldCom/MCI's
bankruptcy reorganization plan.

The Gray Panthers' pledge campaign is only the latest effort by
the group to call attention to the negative impact of the
WorldCom/MCI scandal on older Americans. In a May 5, 2003
advertisement in Roll Call, the Gray Panthers noted that
WorldCom/MCI is attempting to influence the legislative and
regulatory process before it has emerged from bankruptcy by
making campaign contributions to nine members of the U.S. House
and Senate.

In the letter sent this week to all U.S. House and Senate
offices, the Gray Panthers urge federal elected officials "to
publicly pledge to hold WorldCom/MCI accountable for committing
the largest corporate fraud in U.S. history and debar them from
doing business with the federal government. The WorldCom/MCI
fraud resulted in over $176 billion in investor losses, or three
times greater than the Enron disaster."

The Gray Panthers' letter notes that, "WorldCom/MCI would have
the public and potential investors believe that it has mended
its errant ways. It now has a high-priced CEO, revamped board,
slick reorganization plan -- and a very wily PR campaign
announcing they are 'coming together'." The Gray Panthers'
letter cites the following examples of persistent signs of
problems at WorldCom/MCI:

* Continuing to Mislead Investors. "WorldCom/MCI's fraudulent
  accounting allowed it to inflate its earnings by $11 billion
  defrauding investors whose losses now exceed $176 billion.
  This massive scandal wiped out over $4 billion in pension fund
  value across the country, placing millions of retirees in
  uncertain financial situations. Worldcom/MCI is using the
  bankruptcy process to shed all debt in a means to achieve a
  competitive advantage -- a plan that will leave shareholders
  with nothing."

* Seeking Outrageous Tax Breaks for Its Fraud. "WorldCom/MCI
  paid federal taxes on their phony overstated earnings to
  perpetuate its fraudulent activities -- now it has received
  over $300 million in tax refunds and is seeking more money for
  taxes it paid on those inflated earnings ... The company has
  publicly stated that there is nothing wrong with this
  process! Worldcom/MCI has not paid one dime in penalties."

* Pushing Yet Another Unworkable Business Plan. "The numbers in
  WorldCom/MCI's reorganization plan still don't add up; the
  Company projects that it will spend half as much as the
  industry on new equipment and grow twice as fast. Many of Wall
  Street's financial analysts agree -- they think that
  WorldCom/MCI's numbers are wildly optimistic and that
  WorldCom/MCI's business strategies are internally
  conflicted ..."

Gray Panthers Corporate Accountability Project Director Will
Thomas said: "The Gray Panthers would like to know how in good
conscience Congress can turn its back on its constituents --
young and older Americans alike -- and allow WorldCom/MCI to go
unpunished? It is outrageous that the Federal Government has
awarded WorldCom/MCI a contract to rebuild the Iraqi phone
system given that they have committed the largest fraud in US
History. Congress, as agents of the public service, must act now
to protect all Americans -- from a second round of WorldCom/MCI
fraud and deceit."

               GRAY PANTHERS AND THE WORLDCOM ISSUE

The Gray Panthers have been active since the fall of 2002 in
urging Congress and federal agencies not to let WorldCom/MCI get
away with a 'slap on the wrist' for the largest accounting
scandal in U.S. history. On October 30, 2002, the Gray Panthers
joined the Communications Workers of America, National Consumers
League, Labor Council for Latin American Advancement, the
National Black Chamber of Commerce and other major groups in
urging the U.S. General Services Administration "to suspend
WorldCom from bidding on future federal contracts."

In addition to its debarment push, the Gray Panthers issued a
February 27, 2003 letter urging U.S. Securities and Exchange
Commission Chairman William H. Donaldson to reverse the "wrong
signal" sent by former SEC Chairman Harvey Pitt when WorldCom
was let off the hook with no fine, unlike heavily penalized
"corporations committing far less egregious malfeasance" such as
Xerox, Arthur Andersen, and Dynergy. The Donaldson letter
appeared shortly after the Gray Panthers protested the February
24th appearance of WorldCom CEO Michael Capellas as a featured
speaker during the winter meeting of the National Association of
Regulatory Utility Commissioners in Washington, D.C.

The Gray Panthers is an inter-generational advocacy organization
with over 40,000 activists working together for social and
economic justice. Gray Panthers' issues include universal health
care, jobs with a living wage and the right to organize,
preservation of Social Security, affordable housing, access to
quality education, economic justice, environment, peace, and
challenging ageism, sexism, and racism.


WRC MEDIA: Initiates Strategies to Obtain Access to Financing
-------------------------------------------------------------
WRC Media reports first quarter results - consolidated first
quarter Operating Income up 45.3% and EBITDA up 22.8%.

WRC Media's EBITDA for the first quarter ended March 31, 2003
was $9.3 million, $1.7 million or 22.8% greater than the same
period last year on revenue of $47.0 million, which was $0.2
million or 0.4% higher than in 2002. Martin E. Kenney, Chief
Executive Officer, commented, "Our profitability measured in
terms of operating income was up significantly -- $3.5 million
of operating income versus $2.4 million for the first quarter of
last year and EBITDA was up 22.8% for the three months ended
March 31, 2003. Net revenue for the first quarter of 2003
slightly increased 0.4% to $47.0 million from $46.8 million for
the same period in 2002."

Mr. Kenney added, "We continue to meet our bottom line targets
by aggressively controlling costs, as a difficult K-12 funding
environment continued to pressure our top line. We showed
significant operating expense improvement versus the first
quarter of 2002. Operating expenses declined during the current
quarter primarily due to lower sales and marketing expenses.
Offsetting these declines in operating expenses was an increase
of $1.0 million in general and administrative expenses primarily
due to an increase in our bad debt reserve as well as $0.5
million of restructuring and other non-recurring charges. The
restructuring costs of $0.3 million are resulting primarily from
personnel actions and other non-recurring charges of $0.2
million represent one-time charges associated with two potential
acquisitions which did not occur."

Mr. Kenney continued, "The K-12 funding environment continues to
be impacted by growing state budget deficits, which have been
causing reductions in state and local educational spending,
including spending on supplemental educational materials. While
we believe WRC will benefit from numerous provisions in the
federal "No Child Left Behind Act" -- most of this federal
educational funding will not be available until later in 2003.
Although we expect that federal educational funding will
increase in 2003 (as a result of the NCLB Act), we do not
believe this funding improvement will be sufficient to offset
cuts in state and local education funding. In addition, as a
result of budget deficits it is expected that buying decisions
may be put off by many states and local school districts until
fiscal year 2004, which typically begins July 1, 2003.
Accordingly, we expect that these cuts and delayed purchases
will negatively affect our top-line revenue in the second
quarter and may continue to affect our top-line revenue beyond
the second quarter.

In the near term, WRC Media has initiated the following
strategies to obtain access to funding: (i) working with
schools, libraries, districts and states to help them identify
funds for our programs, (ii) writing grants for schools and
libraries to obtain funding from state and federal sources, and
(iii) working with schools and libraries to include WRC
products, providing solution-based product suites aimed at
improving test scores. In the medium term, we believe the
Company is well positioned to benefit during this time of change
based on the following competitive advantages: (i) excellent
scientific research behind the Company's products, which has
proven to be extremely important with the passing of the NCLB
Act, (ii) among the most comprehensive and effective sales
channels in the industry, and (iii) a product suite that meets
the key requirements of the federal funding guidelines for
2003."

Mr. Kenney concluded, "While our current market outlook is for
continued pressure on top-line revenue in the second quarter, we
are cautiously optimistic about the prospects for the second
half of 2003."

Net revenue for the first quarter of 2003 increased $0.2
million, or 0.4%, to $47.0 million from $46.8 million for the
same period in 2002. At Weekly Reader, sales of $10.5 million
for the first quarter of 2003 were $1.3 million or 14.1% higher
than the same period in 2002 driven primarily by $1.0 million of
higher custom publishing revenue from Weekly Reader's
subsidiary, Lifetime Learning Systems.

At World Almanac Education Group, first quarter sales decreased
slightly by $0.1 million, or 0.8% to $12.6 million from $12.7
million for the same period in 2002 driven by lower sales at WAE
Library Services and Gareth Stevens primarily due to the
continuing weak environment for school library funding.

At AGS, sales decreased $0.4 million, or 3.3%, to $11.7 million
for the first quarter of 2003 from $12.1 million for the same
period in 2002, primarily due to lower sales of curriculum
products. Growth in core curriculum ($0.2 million) and
assessment products ($0.2 million) was more than offset by
decreases in backlist curriculum products ($0.8 million).

At CompassLearning, total revenue decreased $1.3 million, or
10.4%, to $11.2 million for the three months ended March 31,
2003 from $12.5 million for the same period in 2002.
CompassLearning derives most of its new software sales through
federal Title 1 appropriations granted to schools. The Company
should benefit directly from the increased federal funding when
the funds reach school administrators. First quarter sales at
ChildU, an unrestricted subsidiary of the Company (see footnote
1 below), approximated $1.0 million which was $0.7 million or
233.3% higher than the same period in 2002. This increase in
sales was driven by greater revenue from ChildU's web-enabled
software products which received greater market acceptance
resulting in part from the increase in the number of schools
connected to the Internet in 2003 compared to the prior year.

For the three-months ended March 31, 2003, operating income
increased $1.1 million, or 45.3%, to $3.5 million from $2.4
million in 2002. This increase was primarily due to lower
operating costs and expenses, as previously discussed.

Net loss decreased by $82.4 million, or 94.9% for the three
months ended March 31, 2003, to $4.4 million from $86.8 million
in 2002 primarily due to $80.7 million of net non-cash charges
as a result of the Company's adoption of SFAS No. 142 (in 2002,
these charges were comprised of a $72.0 million non-cash
impairment charge recorded as a cumulative effect of an
accounting change and an $8.7 million non-cash tax provision).

As of March 31, 2003, WRC Media's cash balance was $3.5 million
(which included $0.8 million of cash restricted to fund WRC
Media's unrestricted subsidiary) and consolidated debt was
$277.2 million. During the three months ended March 31, 2003,
WRC Media made scheduled principal payments of $1.8 million on
its senior credit facilities and as of March 31, 2003, there
were $5.0 million in outstanding advances under the Company's
revolving credit facility. Capital expenditures (including
prepublication costs) for the three months ended March 31, 2003
were $2.2 million.

For further information about WRC Media's results of operations,
financial condition, cash flows, liquidity and other financial
information, see the Company's report on Form 10-Q publicly
filed Thursday with the Securities and Exchange Commission.

WRC Media Inc., a leading publishing and media company, creates
and distributes innovative supplementary educational materials
for the school, library, and home markets. WRC Media's product
suite includes some of the best-known brands in education,
recognized for their consistent high quality and proven
effectiveness. WRC Media Inc. operates in one industry segment,
educational publishing organized in two principal operating
units:

The Assessment, Curriculum and Electronic Group is comprised of
AGS(R) and CompassLearning, Inc.

AGS(R) is a leader in producing highly reliable and valid
behavior, ability, achievement, and speech-language assessments
for all ages. The company also publishes a variety of high-
interest, low-reading-level textbooks for middle and high school
students, as well as curriculum-based assessment software and
test preparation programs.

CompassLearning(TM) is the leader in research-driven, standards-
based innovative-learning solutions that provide choices to help
teachers manage student performance, personalize learning, and
connect communities of learners. With over 7,000 hours of
curriculum and instruction, more than 20,000 schools use
CompassLearning(TM) solutions.

The Reference and Periodicals Group is comprised of World
Almanac Education Group, Weekly Reader Corporation and Lifetime
Learning Systems.

World Almanac Education Group, Inc. publishes the World
Almanac(R), the World Almanac for Kids, Facts On File(R) news
periodicals and Internet services, Gareth Stevens books, and the
Funk & Wagnalls(R) encyclopedia. The company distributes high
quality print and electronic education materials to schools and
libraries.

Weekly Reader Corporation publishes Weekly Reader(R) periodicals
serving over 7 million school children. It also publishes other
branded periodicals and instructional materials, including Teen
Newsweek(R), published for middle and high school students.

Lifetime Learning Systems(R) is the recognized leader in
developing customized educational programs. Lifetime's programs
are customized for sponsors; including corporations, nonprofit
associations and government agencies that have the need to cost
effectively convey important public relations and marketing
messages to targeted audiences.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $34 million, and a total shareholders'
equity deficit of about $138 million.


ZI CORP: First Quarter Results Show Year-Over-Year Improvements
---------------------------------------------------------------
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of
intelligent interface solutions, announced that results for its
first quarter ended March 31, 2003, showed strong year-over-year
improvements with revenues up almost two times those of the
year-earlier period, a solid increase in gross margins and a
significant reduction in net loss. (All monetary amounts in this
release are expressed in Canadian dollars unless otherwise
indicated.) Chief Executive Officer Michael Lobsinger said that
this year's first quarter results reflect increased market
traction coupled with considerable operational progress made
over the past year as the Company concentrated on streamlining
its operations, focusing its resources, and executing its
business plan around its core Zi Technology business.

Total revenues for the first quarter of 2003 rose 76 percent to
$3.8 million from $2.1 million in last year's first quarter.
This year's first quarter net loss was reduced to $1.7 million,
or a loss per share of $0.04, from a net loss of $5.7 million,
or a loss per share of $0.15, for the year-earlier period. Gross
margin as a percentage of revenues for this year's first quarter
improved to 97 percent, up from 94 percent for the first quarter
of 2002.

"Revenues for this period represent our best first quarter yet,
reflecting the rapid pace of eZiText(R) implementations and new
device models delivered to the market," Lobsinger said. "On a
comparative basis, we generated excellent year-over-year revenue
growth in the first quarter following the normal pattern of a
seasonally strong fourth quarter, and we accomplished this in a
challenging and uncertain global economic and political climate.

"We are making a strong commitment to reaching profitability and
positive cash flow during this year," Lobsinger added, "and I
believe this year's first quarter results demonstrate the
progress we are making in delivering on that commitment.
Adjusted for costs to maintain short term financing arrangements
and costs from our Oztime business unit pending its disposition,
Zi would have generated positive cash flow from operations,"
said Lobsinger.

The Company's core Zi Technology business continued to post
impressive results. Revenues for the first quarter of 2003 rose
97 percent to $3.6 million from $1.9 million in the year-earlier
period. The Zi Technology unit reported an operating profit for
the 2003 first quarter of approximately $367,000, which improved
significantly from the $1.6 million loss for the prior year
period.

During the 2003 first quarter, 33 new handset models embedded
with eZiText were released into the market bringing the total at
March 31, 2003 to 249 compared to 87 a year earlier.

The strong year-over-year financial and operational improvements
were the result of the Company's focused execution on its core
technology business, as it grew its worldwide customer base,
expanded its brand to partners and global operators and helped
existing customers deliver more Zi-enabled products to market.
"Even though the world economy is facing a number of
uncertainties and challenges in the coming quarters, we believe
Zi is positioned for continued growth in the coming quarters
thanks to our recent launch into the North American market with
Kyocera and Samsung and continued penetration into the rapidly
expanding European and Asia Pacific regions," Lobsinger said.

Subsequent to the close of this year's first quarter, Zi paid
and discharged its US$3.3 million secured credit facility that
was due May 7, 2003 and entered into a new secured short term
credit facility in the amount of US$1.94 million, which is due
and payable on or before June 30, 2003. Continued operation of
Zi depends upon refinancing the debt obligations due on June 30,
2003, achieving profitable operations in 2003 and satisfaction
of remaining amounts due under a 2002 settlement agreement in
respect to patent litigation. Extracts from the notes to
financial statements for the period ended March 31, 2003 are
included with this press release and provide detailed
information respecting these qualifications and contingencies.

Zi Corporation -- http://www.zicorp.com-- is a technology
company that delivers intelligent interface solutions to enhance
the user experience of wireless and consumer technologies. The
Company's intelligent predictive text interfaces, eZiTap and
eZiText, simplify text entry to provide consumers with easy
interaction within short messaging, e-mail, e-commerce, Web
browsing and similar applications in almost any written
language. eZiNet(tm), Zi's new client/network based data
indexing and retrieval solution, increases the usability for
data-centric devices by reducing the number of key strokes
required to access multiple types of data resident on a device,
a network or both. Zi supports its strategic partners and
customers from offices in Asia, Europe and North America. A
publicly traded company, Zi Corporation is listed on the Nasdaq
National Market (ZICA) and the Toronto Stock Exchange (ZIC).

At March 31, 2003, Zi Corporation's balance sheet disclosed a
working capital deficit of about $2 million.


ZOLTEK: Fails to Meet Debt Coverage Covenants Under Credit Pacts
----------------------------------------------------------------
Zoltek Companies, Inc. (Nasdaq: ZOLT) reported results for the
second quarter of fiscal year 2003.

Zoltek reported a net loss of $4.3 million on revenues of $16.0
million for the quarter ended March 31, 2003, compared to a net
loss of $2.0 million on revenues of $17.5 million, excluding
discontinued operations, in the second quarter of fiscal 2002.
For the first six months of fiscal 2003, Zoltek reported a net
loss of $7.4 million on revenues of $32.9 million, compared with
a net loss of $6.4 million on revenues of $34.0 million,
excluding discontinued operation, in the comparable period of
fiscal 2002.

"While we continue to make progress in the three major targeted
application areas with great near-term potential, we still have
not reached a point where they are providing a positive impact
to our reported results," Zsolt Rumy, Zoltek's Chairman and
Chief Executive Officer, said. "Our concentration on these
markets continues to hurt our current performance but I believe
our efforts will be rewarded soon. We think that we can begin to
generate significant sales in the thermal insulation and fire
retardant market by the end of this fiscal year, followed by
significant carbon fiber sales in the wind energy and automotive
applications beginning during fiscal 2004 year."

"As previously reported, a leading supplier of components to the
mattress and bedding industry, selected our fiber for a new line
of products designed to meet stricter flammability regulations
for mattresses and bedding that is expected to go into effect in
2004. We are partners in the development of carbon fiber
reinforced wind blades that are expected to start production in
2004. And our joint development efforts with BMW and several
other auto companies should result in significant product
introductions in 2004 as well."

However, Rumy added that Zoltek faces significant challenges in
improving its operating results during the remainder of fiscal
year 2003 and early fiscal year 2004. Management will seek that
improvement by meeting current customer indication for products
generating cash by aggressively selling the Company's existing
inventory. However, the Company anticipates that markets will
continue to be adversely affected by a number of factors,
including weak demand in the European textile/acrylic market
served by Zoltek Rt. in Hungary, overcapacity and distressed
price selling in existing markets for carbon fiber. The downturn
in the aircraft brake market due to the airline industry
recession has also affected the Company's short-term performance
(Zoltek is the world's leading supplier of carbon fibers used in
advanced commercial and military aircraft braking systems).

Zoltek was not in compliance with the debt coverage covenant
under its credit agreements on March 31, and is seeking to
obtain a waiver of this covenant from the bank. There can be no
assurance that the waiver will be obtained on favorable terms or
at all.

Zoltek is an applied technology and materials company. Zoltek's
Carbon Fiber Business Unit is primarily focused on the
manufacturing and application of carbon fibers used as
reinforcement material in composites, oxidized acrylic fibers
for heat/fire barrier applications and aircraft brakes, and
composite design and engineering to support the Company's
materials business. Zoltek's Hungarian-based Specialty Products
Business Unit manufactures and markets acrylic fibers, nylon
products and industrial materials.


* BOND PRICING: For the week of May 19 - May 23, 2003
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    48
Akamai Technologies                    5.500%  07/01/07    68
Alamosa Delaware                      13.625%  08/15/11    68
Alexion Pharmaceuticals                5.750%  03/15/07    74
American & Foreign Power               5.000%  03/01/30    73
AMR Corp.                              9.000%  08/01/12    58
AMR Corp.                              9.000%  09/15/16    53
AnnTaylor Stores                       0.550%  06/18/19    65
Aurora Foods                           9.875%  02/15/07    44
Best Buy Co. Inc.                      0.684%  06/27/21    73
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          7.875%  04/01/08    71
Calpine Corp.                          8.500%  02/15/11    70
Calpine Corp.                          8.625%  08/15/10    70
Charter Communications, Inc.           4.750%  06/01/06    47
Charter Communications, Inc.           5.750%  01/15/05    49
Charter Communications Holdings        8.250%  04/01/07    68
Charter Communications Holdings        8.625%  04/01/09    67
Charter Communications Holdings        9.625%  11/15/09    67
Charter Communications Holdings       10.000%  04/01/09    68
Charter Communications Holdings       10.000%  05/15/11    67
Charter Communications Holdings       10.250%  01/15/10    67
Charter Communications Holdings       10.750%  10/01/09    69
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    75
Comcast Corp.                          2.000%  10/15/29    29
Conseco Inc.                           8.750%  02/09/04    21
Continental Airlines                   4.500%  02/01/07    72
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    39
Cox Communications Inc.                3.000%  03/14/30    45
Crown Cork & Seal                      7.375%  12/15/26    73
Cubist Pharmacy                        5.500%  11/01/08    72
Cummins Engine                         5.650%  03/01/98    69
Curagen Corp.                          6.000%  02/02/07    74
Delco Remy Int'l                      10.625%  08/01/06    61
Delco Remy Int'l                      11.000%  05/01/09    58
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    70
Finova Group                           7.500%  11/15/09    40
Fleming Companies Inc.                10.125%  04/01/08    18
Gulf Mobile Ohio                       5.000%  12/01/56    66
Health Management Associates Inc.      0.250%  08/16/20    65
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    60
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    66
Inland Steel Co.                       7.900%  01/15/07    69
Internet Capital                       5.500%  12/21/04    39
Isis Pharmaceutical                    5.500%  05/01/09    74
Kmart Corporation                      9.375%  02/01/06    16
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    74
Lehman Brothers Holding                8.000%  11/13/03    71
Level 3 Communications                 6.000%  09/15/09    58
Level 3 Communications                 6.000%  03/15/10    57
Liberty Media                          3.750%  02/15/30    62
Liberty Media                          4.000%  11/15/29    65
Lucent Technologies                    6.450%  03/15/29    71
Lucent Technologies                    6.500%  01/15/28    71
Magellan Health                        9.000%  02/15/08    30
Medarex Inc.                           4.500%  07/01/06    75
Mirant Americas                        7.200%  10/01/08    62
Mirant Americas                        8.300%  05/01/11    61
Mirant Americas                        9.125%  05/01/31    58
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    64
NTL Communications Corp.               7.000%  12/15/08    19
Natural Microsystems                   5.000%  10/15/05    65
Northern Pacific Railway               3.000%  01/01/47    55
Northwest Airlines                     9.875%  03/15/07    74
Regeneron Pharmaceuticals              5.500%  10/17/08    72
Revlon Consumer Products               8.125%  02/01/06    62
Revlon Consumer Products               8.625%  02/01/08    48
Silicon Graphics                       5.250%  09/01/04    75
United Airlines                       10.670%  05/01/04    10
Utilicorp United                       8.000%  03/01/23    74
US Timberlands                         9.625%  11/15/07    59
Weirton Steel                         10.750%  06/01/05    43
Weirton Steel                         11.375%  07/01/04    56
Westpoint Stevens                      7.875%  06/15/08    18
Worldcom Inc.                          6.400%  08/15/05    27
Xerox Corp.                            0.570%  04/21/18    65

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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.

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

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

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

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

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

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