TCR_Public/021112.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 12, 2002, Vol. 6, No. 224

                          Headlines

AMERICAN MEDIA: Reports Improved Fin'l Results for 2nd Quarter
AMES DEPARTMENT: Selling Designation Rights to Shaw's for $48.5M
APPLIED DIGITAL: Commences Trading on Nasdaq SmallCap Market
ARMSTRONG HOLDINGS: NYSE Suspends Trading & Pursues Delisting
ARMSTRONG HOLDINGS: 3rd Quarter Net Sales Climb-Up to $846 Mill.

ASPEON INC: L. Brucw Madsen Discloses 5.5% Equity Stake
BUDGET GROUP: Asks Court to Enjoin Cicero from Taking Actions
CAMPBELL SOUP: Q1 2003 Earnings Conference Call Tomorrow Morning
CHELL GROUP: Nasdaq Nixes Appeal and Decides to Delist Shares
CHIEF CONSOLIDATED: Fails to Meet Nasdaq SmallCap Requirements

CELEXX CORP: Taps Arete to Aid in Designing Restructuring Plan
CENTERPOINT ENERGY: Berkshire & CSFB to Provide $1.3BB Financing
CLAXSON INTERACTIVE: Completes Exchange Offer for 11% Sr. Notes
COMMUNICATION DYNAMICS: Court OKs Continued Cash Collateral Use
CONTOUR ENERGY: Wants to Continue Deloitte & Touche Engagement

CORAM: Trustee Hires SSG Capital and Ewing Monroe as Advisors
DEX MEDIA: Fitch Assigns BB- Rating to $1.5-Bill. Bank Facility
ECHOSTAR COMMS: Completes Exchange Offer for 10-3/8% Sr. Notes
ENRON CORP: Wants to Expand Stephen Cooper's Engagement
E.SPIRE COMMS: Asks Court to Extend DIP Facility through Dec. 31

EXIDE: Debtors Argue to End Committee's Right to Challenge Liens
FEDERAL-MOGUL: Committee Has Until Nov. 21 to Commence Actions
FISHER COMMS: Retains Goldman Sachs to Evaluate Alternatives
FRUIT OF THE LOOM: Creditors Trust Gets Nod to Establish Reserve
GENERAL DATACOMM: Cash Collateral Pact Continues Until Nov. 30

GENTEK INC: Wins Nod to Pay $6 Million of Foreign Vendor Claims
GLOBAL CROSSING: Court Approves Settlement with Juniper Networks
GROUP TELECOM: Competing Bidders Shut Out of Talks Until Friday
HA-LO INDUSTRIES: Estate Pursues Starbelly Fraudulent Conveyance
HAYES LEMMERZ: Committee Urges Court to Modify Final DIP Order

INTEGRATED HEALTH: Exclusive Period Hearing Set for Tomorrow
KMART CORP: Court Okays Signature's Engagement as Estate Broker
LA PETITE ACADEMY: Gets Covenant Waiver Extension Until Friday
LAIDLAW INC: Wants to Bring-In Kevin Benson as New CEO & Pres.
LODGIAN INC: Resolves License Pacts Disputes with Holiday Inn

LTV CORP: Proofs of Claim against Copperweld Due by December 3
MARTIN INDUSTRIES: Selling All Assets to Monessen for $4.4 Mill.
METATEC INT'L: Sept. 30 Net Capital Deficit Widens to $11 Mill.
MICROCELL: Secured Bank Lenders Agree to Forbear Until Dec. 23
MILACRON INC: Narrows Third Quarter Operating Loss to $3.4 Mill.

MILITARY RESALE: Ability to Continue Operations Uncertain
MISSISSIPPI CHEMICAL: Credit Facility Extended to Nov. 10, 2003
MORTON HOLDINGS: Wants to Appoint Donlin Recano as Claims Agent
NATIONAL AIRLINES: Mercury Minimizes Impact of Airline Shutdown
NATIONAL STEEL: Plan-Filing Exclusivity Stretched Until April 7

NATIONAL STEEL: Q3 2002 Results Show Significant Improvement
NORTEL: Revises Breakdown of Enterprise & Wireline Revenues
NOVA CDO: S&P Hatchets Notes' Ratings to Low-B and Junk Level
NRG ENERGY: Lenders Declare $1.1-Billion Debt Due and Payable
NRG ENERGY: Denies Reports re Filing for Chapter 11 Protection

ONLINE GAMING: Ahead Investments Discloses 81.7% Equity Stake
OWENS CORNING: Wants to Restructure Chinese JV's Debts
PORTLAND GENERAL: Fitch Maintains Watch on Low-B Ratings
RFS ECUSTA: Seeking Authority to Pay Critical Vendors' Claims
SALIENT 3 COMMS: Reports Decrease in 3rd Quarter Net Asset Value

SIERRA PACIFIC: Schedules Q3 Earnings Webcast for Thursday
TANDYCRAFTS: Has Until Jan. 10 to Make Lease-Related Decisions
TELETOUCH COMMS: Shareholders Okay Debt Restructuring Proposals
TELSCAPE INT'L: Trustee Has Until January 15 to Decide on Leases
TENDER LOVING CARE: Files for Chapter 11 Protection in E.D.N.Y.

TREND TECHNOLOGIES: Files for Chapter 11 Protection in Delaware
TREND HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
UNITED AIRLINES: Sees Need to Furlough Flight Attendants by Jan.
UNITED AIRLINES: Reaches Tentative Agreement with AFL-CIO
US AIRWAYS: Institutional Creditors File Claim Intention Notices

US AIRWAYS: Gets OK to Continue Mesa Regional Jet Codeshare Pact
USG CORP: Court Approves Leydig Voit as Debtor's Patent Counsel
US WIRELESS: Maintains Exclusive Right to File Plan until Dec. 2
WARNACO: Silver Sands Asks Court to Modify Store Closing Order
WESTAR ENERGY: Applauds Kansas Regulator's Order re Workout

WHEELING-PITTSBURGH: Court Okays FTI Consulting as Fin'l Advisor
WISER OIL COMPANY: Will Hold Q3 2002 Conference Call Tomorrow
WORLDCOM INC: Verestar Gets Stay Relief to Setoff Obligations
XCEL ENERGY: Receives Temporary Equity Ratio Waiver from SEC
XCEL ENERGY: Pays Down $400-Million Bank Line Due Nov. 8, 2002

XCEL ENERGY: Fitch Places Ratings on Watch Negative
XCEL ENERGY: Selling Viking Gas Assets to Focus on Core Ops.

                          *********

AMERICAN MEDIA: Reports Improved Fin'l Results for 2nd Quarter
--------------------------------------------------------------
American Media, Inc., whose subordinated notes are currently
rated at B- by Standard & Poor's, announced results for the
second quarter and six months ended September 23, 2002.

Revenues for the September 2002 fiscal quarter were $92,092,000
compared to $94,636,000 for the prior year quarter. Overall
revenues declined $2.5 million (2.7%) primarily due to a 4%
decline in unit sales for the tabloids, we believe, in part, due
to the anthrax incident last October. This decline in unit sales
was partially offset by cover price increases and by an increase
in revenues for Distribution Services, Inc.

Despite the revenue shortfall, EBITDA (net income (loss) before
interest expense, income taxes, depreciation and amortization,
other income, loss on insurance settlement and temporary rent
expense of $381,000) for the September 2002 fiscal quarter
increased to $34,124,000 versus $34,003,000 in the prior year as
a result of management's initiatives to reduce variable
operating expenses.

Net income was $7,986,000 for the September 2002 fiscal quarter
compared to a net loss of $4,520,000 in the prior year fiscal
quarter. The increase in net income was due to the elimination
of the amortization of goodwill and certain intangibles due to
our adoption of SFAS No. 142 during the current fiscal year,
lower interest expense and a reduction in variable operating
expenses as mentioned above.

Revenues for the six months ended September 23, 2002 were
$180,915,000 compared to $186,340,000 for the prior year period.
Overall revenues declined $5.4 million (2.9%) primarily due to a
5.1% decline in unit sales for the tabloids we believe, in part,
due to the anthrax incident last October. Advertising revenues
increased 6.4%, from $18.2 million to $19.4 million, despite a
weak industry-wide advertising climate. For the nine months
ended September 2002 versus the prior year period, the National
Enquirer and Star are up 20.8% in pages, while the industry is
down 10.7%. EBITDA (net income (loss) before extraordinary
charges, interest expense, income taxes, depreciation and
amortization, other income, loss on insurance settlement and
temporary rent expense of $381,000) for the six-month period was
$66,015,000 versus $65,857,000 in the prior period.

Net income was $16,038,000 for the six months ended September
23, 2002, compared to a net loss of $9,105,000 in the prior year
period. This increase in net income was due to the elimination
of the amortization of goodwill and certain intangibles due to
our adoption of SFAS No. 142 during the current fiscal year,
lower interest expense and a reduction in variable operating
expenses mentioned above.

The Company's Boca Raton headquarters, which housed
substantially all editorial operations (including its photo,
clipping and research libraries), executive offices and certain
administrative functions, was closed on October 7, 2001, by the
Palm Beach County Department of Health when traces of anthrax
were found on a computer keyboard following the death of a photo
editor of the Sun from inhalation anthrax. In response to the
closure of the Boca facility, the Company immediately
implemented its hurricane disaster plan to produce all the
weekly publications as originally scheduled. It temporarily
moved its editorial operations into a facility leased on a
short-term basis, which expired in February 2002. As a result of
the uncertainty on the timing of being able to return to the
Boca Raton headquarters, the Company entered into a two-year
lease for a 53,000 square foot facility two blocks from its
current Boca Raton headquarters. The Company will remain in this
leased facility until the Palm Beach County Health Department,
OSHA (Occupational Safety and Health Administration) and NIOSH
(National Institute for Occupational Safety and Health) deems
the Boca Raton facility is safe to return to, or if it is unable
to return, the Company will extend the lease term on this new
facility or seek an alternative location. In February of 2002,
the Palm Beach Health Department quarantined the building for an
additional 18 months or until the building has been remediated.
Management is currently evaluating its options regarding its
headquarters' building and its contents and has not yet
committed to a remediation plan. In May of 2002, the Company
reached a final compromised agreement with its insurance
company, and received the compromised payment.

The Company reports, "We believe as a result of the anthrax
incident, we have experienced a decline in circulation. When the
incident first occurred, there were specific concerns and
consumer discomfort and lack of knowledge with respect to the
safety of our magazines. We quickly responded to safety concerns
with an extensive public relations effort to educate consumers
that there was no health risk in buying our magazines. Since the
first issues following the anthrax incident, we have witnessed a
steady improvement in unit sales, although they remain below
normalized levels.

David J. Pecker, American Media's Chairman, President and CEO
said, "We are pleased with our results of $34.1 million and
$66.0 million of EBITDA for the three and six months ended
September 23, 2002, which is slightly ahead of prior year,
considering the continued difficult economic environment for the
publishing industry in terms of both advertising and
circulation."

American Media Operations, Inc., owns and publishes the National
Enquirer, Star, Weekly World News, Globe, National Examiner,
Sun, Country Weekly, Country Music Magazine, MIRA! and Auto
World Magazine. AMI also owns Distribution Services, Inc., the
leading in-store supermarket and drugstore newspaper and
magazine distribution company.

Evercore Partners, based in New York and Los Angeles, makes
private equity investments through its Evercore Capital Partners
affiliate and venture investments through its Evercore Ventures
affiliate. Evercore also provides strategic, financial and
restructuring advisory services. Evercore Capital Partners'
investments include: American Media, Vertis, Resources
Connection, Energy Partners, Continental Energy Services and
Telenet/Callahan Associates International. Ventures investments
include Boingo, Panasas, USBX, Go2Systems, Business.com and
Atheros. Recent advisory work includes advising Readers' Digest
on its recapitalization (pending) and General Mills on its
acquisition of Pillsbury from Diageo plc.


AMES DEPARTMENT: Selling Designation Rights to Shaw's for $48.5M
----------------------------------------------------------------
Because of the impending conclusion of the GOB Sales and Ames
Department Stores, Inc., and its debtor-affiliates' concomitant
obligation to fund occupancy costs, the Debtors, together with
Kimco Funding LLC, began marketing their unexpired leases for
nonresidential real property and fee-owned property.  The
Debtors engaged in extensive negotiations with various third
parties for the sale of the real property interests.  The
proposed sales, according to Martin J. Bienenstock, Esq., at
Weil, Gotshal & Manges LLP, may be in the form of:

(i) direct sales of the Debtors' real property interests to
     end-users; or

(ii) the sale of the right to designate the sale of the Debtors'
     real property interests to end-users.

Mr. Bienenstock reports that the Debtors received initial
expressions of interest for the sale of their Designation
Rights.  However, after subsequent discussions, the Debtors
decided to enter into an agreement with Shaw's Supermarket, Inc.

Thus, the Debtors seek the Court's authority to sell their
Designation Rights with respect to 16 leases and two parcels of
fee-owned property to Shaw's pursuant to the parties'
Designation Rights Agreement, subject to higher and better
offers.  Shaw's has tendered a $48,500,000 consideration for the
Designation Rights.

The salient provisions of the Designation Rights Agreement are:

A. Purchase and Sale

   Shaw's will purchase the Designation Rights for these Leased
   Premises free and clear of all interests, liens,
   encumbrances:

             Lease location                Store No.
             --------------                ---------
             Dayville, Connecticut             233
             Beverly, Massachusetts           2117
             Dedham, Massachusetts            2148
             Fall River, Massachusetts        2122
             Stoneham, Massachusetts           737
             Sturbridge, Massachusetts           1
             Waltham, Massachusetts           2128
             Worcester, Massachusetts         2105
             Saco, Maine                      2165
             Wiscasset, Maine                  257
             Peterborough, New Hampshire        43
             Stratham, New Hampshire            70
             North Kingstown, Rhode Island    2192
             Barre, Vermont                     44
             Derby, Vermont                    211
             Springfield, Vermont              301

B. Owned Real Property

   -- This includes the Debtors' right, title and interest in,
      to and under the real properties owned by the Debtors that
      are located in:

             Location                      Store No.
             --------------                ---------
             Woodsville, New Hampshire         432
             Lewiston, Maine                  2139

   -- Shaw's will pay the Carrying Costs for the Owned Real
      Property to the Debtors.

C. Purchase Price

   -- $48,500,000;

   -- Shaw's has deposited $5,000,000 to a title insurance
      company specified by the Debtors, which will be
      non-refundable, except pursuant to the terms of the
      Designation Rights Agreement;

   -- At the Closing, the Debtors will be entitled to receive
      the Deposit from the escrow agent and Shaw's will pay the
      remaining $43,500,000;

   -- Interest on the Deposit will be disbursed by the escrow
      agent to Shaw's.

C. Designation Properties

   -- During the Designation Period, Shaw's will have the
      exclusive right to select, identify, and designate:

      (a) which Leases will be assumed and assigned or subleased
          and to whom;

      (b) which Properties will be excluded; and

      (c) any Purchaser Affiliate or any other party as
          designee;

   -- The Designation Rights will expire with respect to each
      Property on the later of:

      (a) the date of expiration of the extension period for the
          assumption or rejection of the applicable Lease; or

      (b) June 1, 2003.

      Until the expiration of the Designation Period, the
      Debtors will not reject any Lease unless it is excluded
      from this transaction by Shaw's;

   -- Within 5 days after the Debtors receive a written notice
      of assumption and assignment of a particular lease from
      Shaw's, the Debtors will notify the Affected Parties to
      the Lease.  The Notice will:

      (a) state the identity of Shaw's designee;

      (b) state the proposed use of the Lease by the designee;

      (c) provide documentation from the designee relating to
          "adequate assurance of future performance" by the
          designee; and

      (d) set forth:

          (1) a list of the Lease and any documents amending the
              Lease;

          (2) a list of any subleases and any documents amending
              the Subleases; and

          (d) a list of any reciprocal easement agreements to
              which the Debtors are a party and any documents
              amending the agreements;

   -- If an objection is filed which would prohibit or prevent a
      Property Closing from occurring, the Debtors will request
      a hearing on the objection.  If the objection is:

      (a) overruled or withdrawn, the Property Closing Date will
          occur;

      (b) upheld by Bankruptcy Court, Shaw's will retain the
          Designation Rights to that Property and the Purchase
          Price will not be reduced; and

   -- If a Sale Order includes a finding that there are any
      amendments to any Lease or Sublease or Seller Party
      Reciprocal Easement Agreement that are not listed in the
      notice sent to Affected Parties and those amendments
      adversely affect Shaw's or its designees' ability to
      operate the Property, Shaw's may terminate the Agreement
      with respect to that Property.  Consequently, the Purchase
      Price will be reduced to account for the price of that
      Property.

E. Designation Rights

   To the extent any of Shaw's designees fail to close on the
   assignment of a Lease, Shaw's will have the right to direct
   the Debtors to assume and assign or sublease a Lease directly
   to an alternate designee.  The Designation Rights Agreement
   does not preclude the Debtors from confirming a Chapter 11
   plan during the Designation Period, provided the plan is
   consistent with the Designation Rights.

F. Exclusion of Property

   -- Shaw's will have the right to exclude any Property by
      providing written notice to the Debtors and the Unsecured
      Creditors Committee.  The Purchase Price will not be
      reduced by that exclusion unless it was a result of the
      Debtors' failure to satisfy a Property Closing Condition;
      and

   -- After a Property has been excluded, the Debtors will be
      entitled to retain all proceeds from the disposition of
      that Property.

G. Additional Consideration

   -- Shaw's will be responsible for all obligations
      specifically attributed to the Properties from the date
      that is one day after the Auction occurs -- Carrying Cost
      Date -- provided Shaw's has been selected as the
      successful bidder for all the Properties at the Auction;

   -- The obligations include the rent, ground lease rent,
      common area maintenance, utilities, real estate taxes,
      insurance, security, and other actual out-of-pocket costs
      under any Lease or REA incurred by the Debtors for each of
      the Properties for the period commencing on the Carrying
      Cost Date;

   -- Shaw's obligation for Carrying Costs will terminate on the
      earliest of:

      (a) the expiration of the Lease Decision Period;

      (b) the rejection date of the applicable Lease;

      (c) 10 days after an Exclusion Notice is given to the
          Debtors, plus two business days after that; or

      (d) the Property Closing provided Shaw's designee is
          responsible for all Carrying Costs thereafter;

   -- During the period Shaw's is paying Carrying Costs, Shaw's
      will be entitled to receive and retain all lease rentals,
      sublease rentals, and other income generated from the
      Properties when received by the Debtors until the
      Properties are sold, assigned, or excluded.  The amounts
      will accounted for by Shaw's and constitute an offset
      against Carrying Costs; and

   -- Shaw's Carrying Cost obligations will not include debt
      service or adequate protection payments on any
      indebtedness secured by any of the Properties or any tax
      obligations incurred prior to the Carrying Cost Date --
      regardless of when the bill for payment may be received
      for the taxes.

H. Cure Costs

   The Debtors will cure all monetary defaults arising before
   the Carrying Cost Date under each of the Leases.

I. Default and Remedies

   -- In the event of a material breach or default under the
      Designation Rights Agreement before the Closing by:

      (a) the Debtors, Shaw's will be entitled to seek specific
          performance or terminate the Agreement and obtain the
          immediate return of the Deposit; or

      (b) Shaw's, the Debtors will be entitled to terminate the
          Agreement and retain the Deposit as liquidated damages
          or seek specific performance; and

   -- If the breach or default occurs by either parties after
      the Closing, the aggrieved party will be entitled to seek
      specific performance.

J. Taxes, Recording Charges

   -- The Debtors will shoulder all taxes or special assessments
      and all other costs of operation and maintenance relating
      to the Properties which arise or are attributable before
      the Carrying Cost Date -- whether the obligations are due
      and payable before or after the applicable Property
      Closing; and

   -- Taxes or special assessments and all other costs of
      operation and maintenance that are attributable to the
      period on or after the Carrying Cost Date will be the
      responsibility of Shaw's or its designee.

K. Increase to Purchase Price

   Shaw's acknowledges that the Debtors will conduct an auction
   sale of the Designation Rights.  Hence, after a competitive
   bidding at the Auction, should the Debtors accept Shaw's or
   its affiliate's bid, which is higher than the Purchase Price
   under the Agreement, the Agreement will remain in full force
   and effect and the Purchase Price will be deemed to increase.

L. Post-Closing Lease Expenses

   All obligations with respect to each Lease assigned to Shaw's
   designees will be the sole responsibility of Shaw's designee
   from and after the Property Closing Date.  But other than
   with respect to the Carrying Costs, Shaw's designees will not
   be liable for any monetary obligations or liabilities
   relating to the Properties, which are attributable to the
   period prior to the Property Closing Date.

M. Conditions to Assignment

   The Debtors must cure any prepetition default in base rental
   or additional rental payments and all other monetary defaults
   under the Lease that are not in dispute.  However, the
   Debtors will not be obligated to cure any default that is in
   dispute as of the Property Closing Date if an escrow is
   established pursuant to a Bankruptcy Court order.

N. Brokerage Commissions and Fees

   The parties warrant that no brokerage commissions or fees are
   due any real estate broker.

Mr. Bienenstock asserts that the sale of the Designation Rights
is advantageous to the Debtors and their estates because:

   -- the estates will recover a significant distribution of the
      first proceeds from the disposition of their real property
      interests and will share in substantial net proceeds
      thereafter;

   -- the estates will be immediately relieved of significant
      occupancy, carrying, and marketing costs since Shaw's will
      be obligated to pay necessary obligations associated with
      the Leases after the Auction;

   -- the up-front cash outlay paid by Shaw's will assist in
      funding the costs of administering these Chapter 11 cases
      during the Wind-Down Period; and

   -- the Debtors' real property interests will be sold in an
      orderly manner, avoiding diminished recoveries resulting
      from dumping millions of square footage of retail store
      space onto an already saturated retail real estate market.

Mr. Bienenstock indicates that the Debtors will promptly cure
any defaults on the closing of the ultimate assumption,
assignment, and sale of the respective Leases.  The postpetition
amounts owing under the Leases accruing before the Auction will
be paid by the Debtors.  The postpetition amounts owing under
the Leases accruing from and after the Carrying Cost Date will
be paid by Shaw's.

Mr. Bienenstock assures the Court that Shaw's can adequately
perform future obligations with respect to the Leases.  Shaw's
financial statements demonstrate that its financial condition
and operating performance are substantially better than that of
the Debtors' as of the time the Debtors became the lessees under
the Leases.  For the fiscal years ended March 2, 2002 and March
3, 2001, Shaw's and its affiliates reported over $500,000,000 in
stockholders' equity and annual sales of over $4,000,000,000 in
each fiscal year.  "Ames has never achieved these financial
results," Mr. Bienenstock says. (AMES Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLIED DIGITAL: Commences Trading on Nasdaq SmallCap Market
------------------------------------------------------------
Applied Digital Solutions, Inc. (Nasdaq: ADSX), an advanced
technology development company, announced that its securities
began trading on the Nasdaq SmallCap Market effective Tuesday,
November 12, 2002, under its existing stock symbol: ADSX.

Commenting on the move to Nasdaq SmallCap, Scott R. Silverman,
President of Applied Digital Solutions, stated: "Since January
2, 2002 - when Nasdaq reinstated certain listing requirements
following the terrorist attacks on 9/11 - the Nasdaq rules allow
companies the opportunity to transfer to the SmallCap Market if,
like Applied Digital, they are not in compliance with the $1.00
per share minimum bid price requirement. If Applied Digital
continues to comply with the other SmallCap listing
requirements, it expects to have until July 2003 to get its
share price above $1.00 for more than 10 consecutive trading
days to maintain its SmallCap listing. Also, if the Company
continues to comply with all other National Market continued
listing requirements, the Nasdaq rules will allow it to regain
its National Market listing if its share price exceeds $1.00 for
over 30 consecutive trading days."

Silverman continued: "With the recent FDA ruling, revenue
opportunities for VeriChip, domestically and internationally, as
well as progress in the remainder of our business lines, we are
optimistic that we can regain National Market listing within the
prescribed time frame."

VeriChip is a miniaturized radio frequency identification device
that can be used in a variety of security, financial, emergency
identification and healthcare 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. "Getting chipped" is a simple, outpatient
procedure that lasts just a few minutes and involves only local
anesthetic and insertion of the chip. VeriChip 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. The Company's Advanced Technology
Group offers a complete CRM solution to commercial and
government customers, as well as a full array of 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

                         *    *    *

As reported in Troubled Company Reporter's October 8, 2002
edition, Applied Digital Solutions executed an amendment to the
Third Amended and Restated Term Credit Agreement with its senior
lender, IBM Credit Corporation.

Under the terms of the amendment dated September 30, 2002,
certain financial covenants for the quarter ending September 30,
2002, and the fiscal year ending December 31, 2002, were
revised.

The June 30, 2002 balance sheets of Applied Digital Solutions
show that its total current liabilities exceeded its total
current assets by about $96 million.


ARMSTRONG HOLDINGS: NYSE Suspends Trading & Pursues Delisting
-------------------------------------------------------------
Armstrong Holdings, Inc., and Armstrong World Industries, Inc.
announced that the New York Stock Exchange, Inc., has determined
to suspend trading and pursue delisting AHI's common stock
(NYSE: ACK) and of AWI's 9.75% Debentures due April 15, 2008 and
7.45% Senior Quarterly Interest Bonds due October 15, 2038
(NYSE: AKK).

The NYSE reached its decision following AWI filing its Plan of
Reorganization with the U.S. Bankruptcy Court on November 4,
2002.  Leonard A. Campanaro, Armstrong Senior Vice President and
Chief Financial Officer stated that "Armstrong is disappointed
in the Exchange's decision regarding continued listing."

AHI expects that its common stock will be quoted on the OTC
(over-the-counter) Bulletin Board within the next several days.
The OTCBB is a regulated quotation service that displays real-
time quotes, last-sale prices and volume information in OTC
equity securities. Information about the OTCBB may be found on
the Internet at http://www.otcbb.com  In addition, AWI expects
that its 9.75% Debentures and 7.45% Senior Quarterly Interest
Bonds will also be trading on an alternative market in the near
future. Investors should be aware that trading in Armstrong's
equity and debt issues through market makers and quotation
services may involve different execution from the NYSE.
Armstrong intends to issue a press release when such trading
commences.  However, the initiation of trading is not within the
control of Armstrong.

AHI is the publicly held parent holding company of AWI.  AHI
became the parent company of AWI on May 1, 2000, following AWI
shareholder approval of a plan of exchange under which each
share of AWI was automatically exchanged for one share of AHI.
AHI was formed for purposes of the share exchange and holds no
other significant assets or operations apart from AWI and AWI's
subsidiaries.  Stock certificates that formerly represented
shares of AWI were automatically converted into certificates
representing the same number of shares of AHI.  The publicly
held debt of AWI was not affected in the transaction.

Armstrong is a global leader in the design and manufacture of
floors, ceilings and cabinets.  In 2001, Armstrong's net sales
totaled more than $3 billion.  Founded in 1860, Armstrong has
approximately 16,000 employees worldwide.  More information
about Armstrong is available on the Internet at
http://www.armstrong.com

Armstrong Holdings Inc.'s 9.0% bonds due 2004 (ACK04USR1),
DebtTraders says, are trading at 58.50 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for
real-time bond pricing.


ARMSTRONG HOLDINGS: 3rd Quarter Net Sales Climb-Up to $846 Mill.
----------------------------------------------------------------
Armstrong Holdings, Inc., (NYSE: ACK) reported 2002 third
quarter net sales of $846.0 million, as compared to $804.9
million in the third quarter of 2001, an increase of 5.1%.
Increases in Wood Flooring, Building Products, Resilient
Flooring and Cabinets were partially offset by a decline in
Textiles and Sports Flooring.

Operating income of $52.4 million in the third quarter of 2002
increased from $32.9 million in the third quarter of 2001.
Earnings from continuing operations for the third quarter of
2002 were $29.4 million, as compared to $14.3 million for the
third quarter of 2001.

Commenting on the third quarter performance, Armstrong Chairman
and CEO Michael D. Lockhart said, "We are showing progress in
our operations with the Wood Flooring business performing very
well and the Building Products business continuing a solid
performance.  At the same time, a weak economy in Europe and
cost increases related to medical benefits and pensions continue
to negatively affect our results."

The third quarter of 2001 included a non-cash pre-tax charge of
$16.0 million related to probable asbestos-related insurance
recoveries, a net restructuring reversal of $1.1 million and
$5.7 million of goodwill amortization, which as a result of
adopting FAS 142, is no longer amortizable and has no
corresponding cost in 2002.  The Company recorded a
restructuring reversal of $0.6 million in the third quarter of
2002 in its Textiles and Sports Flooring business.

More details on the Company's performance can be found in its
Form 10-Q, filed with the SEC Friday last week.

                     Segment Highlights
          (using operating income prior to asbestos,
           restructuring, and goodwill amortization)

Resilient Flooring net sales of $314.6 million in the third
quarter of 2002 increased 3.8% from $303.2 million in the third
quarter of 2001.  This primarily resulted from an increase in
the Americas net sales of 3.7%, due to volume gains in laminate
and improved product mix in commercial sheet and linoleum,
partially offset by an unfavorable product mix in certain
residential products.  Excluding the effects of favorable
foreign exchange rates, Europe decreased 6.3%, primarily due to
lower sales of linoleum products.  Operating income of $21.5
million in the third quarter of 2002 compared to $28.3 million
in the third quarter of 2001.  This decrease was primarily due
to higher selling expenses and unfavorable price and mix in the
Americas, partially offset by higher sales and lower advertising
expenses.

Building Products net sales of $225.8 million in the third
quarter of 2002 increased 5.1% from $214.9 million in the third
quarter of 2001.  Excluding the effects of favorable foreign
exchange rates, net sales increased 1.8%, primarily due to
favorable product mix partially offset by lower volume in the
U.S. commercial market.  Operating income increased 10.9%
percent to $34.6 million in the third quarter of 2002 from $31.2
million in the prior year due to increased net sales, lower
energy costs and lower selling expenses.

Wood Flooring net sales of $180.3 million in the third quarter
of 2002 increased 13.5% from sales of $158.9 million in the
third quarter of 2001, driven primarily by increased volume and
pricing in the independent channel. Operating income of $10.0
million in the third quarter of 2002 compared to break even
performance in the third quarter of 2001.  The increase in
operating income was driven by higher net sales, improved
production efficiencies, lower lumber costs and lower selling
expense, partially offset by increased personnel and medical
costs, and costs associated with exiting a product line and a
provision for an accident.

Cabinets net sales of $56.7 million in the third quarter of 2002
increased from net sales of $55.8 million in the third quarter
of 2001 due primarily to increased volume.  An operating loss of
$0.3 million in the third quarter of 2002 compared to operating
income of $3.2 million in the third quarter of 2001.  The
decrease was primarily related to increases in costs for
material, labor and supply chain inefficiencies and management
changes.

Textiles and Sports Flooring net sales of $68.6 million
decreased 4.9% in the third quarter of 2002 compared to $72.1
million in the third quarter of 2001.  Excluding the effects of
favorable foreign exchange rates, net sales decreased 13.8% due
to the weak European market.  An operating loss of $1.7 million
in the third quarter of 2002 compared to an operating loss of
$6.9 million in the third quarter of 2001.  The change was
primarily due to a fixed asset impairment charge of $8.4 million
in 2001 and the unfavorable impact of lower net sales.

Unallocated corporate expense of $12.8 million in the third
quarter of 2002 compared to $2.5 million in the third quarter of
2001.  The increase is primarily due to a reduced pension credit
of $4.6 million, higher professional and advertising expenses,
and management changes in 2002.

                         Chapter 11 Update

Armstrong World Industries, the main operating subsidiary of
Armstrong Holdings, Inc., continues to operate under Chapter 11
of the U.S. Bankruptcy Code throughout 2002.  On November 4,
2002, AWI filed a Plan of Reorganization with the Bankruptcy
Court.  The POR has been endorsed by AHI's Board of Directors
and is supported by the Asbestos Personal Injury Claimants'
Committee, the Unsecured Creditors' Committee and the Future
Claimants' Representative.  The POR is available at
http://www.armstrongplan.comwhere additional information will
be posted as it becomes available.

Armstrong Holdings, Inc., is the parent company of Armstrong
World Industries, Inc., a global leader in the design and
manufacture of floors, ceilings and cabinets.  In 2001,
Armstrong's net sales totaled more than $3 billion.  Founded in
1860, Armstrong has approximately 16,000 employees worldwide.
More information about Armstrong is available at
http://www.armstrong.comon the Internet.


ASPEON INC: L. Brucw Madsen Discloses 5.5% Equity Stake
-------------------------------------------------------
L. Brucw Madsen has reported the beneficial ownership of 500,000
shares of the common stock of Aspeon, Inc., representing 5.5% of
the outstanding common stock of Aspeon.  Mr. Madsen has sole
power to vote or to direct the vote of the entire 500,000
shares, and shares that same power over 3,500 such shares with
his wife Caroline.  The same distribution of dispositive powers
is held, sole power over 500,000 shares, but shared power over
3,500 of those shares.  Mr. Madsen disclaims beneficial
ownership of the shares owned by his wife Caroline.

Aspeon is a leading manufacturer and provider of point-of-sale
systems, services and enterprise technology solutions for
the retail and foodservice markets.

At March 31, 2002, Aspeon recorded in its balance sheet a total
shareholders' equity deficit of about $19 million.


BUDGET GROUP: Asks Court to Enjoin Cicero from Taking Actions
-------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court for
declaratory and injunctive relief against 5331 Cicero LLC in
order to stay the prosecution of a civil action against Peter H.
Wemple, Vice President of Airport Affairs, Properties and
Facilities of Budget Group.  The civil action is pending before
the Circuit Court of Cook County, Illinois, styled as 5331
Cicero, LLC v. Peter Wemple, Case No. 02L-010909.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, tells the Court that Mr. Wemple is
primarily responsible for negotiating and finalizing the
Debtors' airport concession agreements, airport leases, inter-
company car rental agreements, airport facilities and
environmental matters.  Mr. Wemple is also responsible for the
Debtors' non-airport vehicle rental properties and facilities as
well as the Debtors' corporate and administrative properties and
facilities.

Mr. Brady relates that the civil action stems from a November,
2001 transaction involving Mr. Wemple, Midway Holdings LLC, and
Debtors Budget Group and Budget Rent A Car Systems.  Midway was
the owner of a certain real estate located at 5331 S. Cicero
Avenue in Chicago, Illinois.  In January 1998, Midway and Budget
entered into a Lease Agreement whereby Midway leased certain
portions of the property to Budget.  Budget Rent A Car Systems
executed the Lease as tenant, with Budget Group as guarantor.
The term of the lease commenced on August 1, 1998 and will
expire on July 31, 2003.

Cicero's complaint alleges that on August 14, 2001, Midway
entered into a Real Estate Purchase Contract with Mr. Wemple.
Subject to the lease, Mr. Wemple agreed to purchase the property
from Midway.  The closing of the purchase was contingent upon,
among other things, a tenant estoppel certificate, signed by
Budget, representing that Budget did not have "any knowledge of
insolvency or bankruptcy or any planned or pending plan to file
a petition for relief under the bankruptcy or other similar laws
of the United States on behalf of [Budget]."

Mr. Wemple signed an estoppel certificate on Budget's behalf in
his capacity as Vice President of Airport Affairs, and closed
the transaction on November 15, 2001.  After the Petition Date,
the Debtors concluded that the lease for the property was of
inconsequential value and should be rejected to avoid the
ongoing obligation to pay postpetition rent.

Accordingly, Cicero filed its action on August 26, 2002 with Mr.
Wemple as its sole defendant asserting three causes of action,
for damages that Cicero suffered as a result of the Debtors'
rejection of the Lease.  The action charges Mr. Wemple with
fraud, consumer fraud, and negligent representation based on his
execution of the Estoppel Certificate and alleged oral
representations he made on Budget's behalf.  The action seeks at
least $3,000,000 in compensatory damages, $9,000,000 in punitive
damages, and attorney's fees and costs incurred in pursuing the
action.

According to Mr. Brady, the continued prosecution of Cicero's
action will adversely affect the Debtors' estates by exposing
them to indemnification claims during the reorganization
process. Based on Budget Group's By-Laws and applicable Delaware
law, Mr. Wemple is entitled to indemnity by the Debtors for any
costs and liabilities resulting from Cicero's action.  Since all
of Mr. Wemple's actions were done in his official capacity as
Budget's Vice President, if he is found liable for Cicero's
claims, his liability could expose the Debtors to both vicarious
liability under the doctrine of respondeat superior and the risk
of being collaterally estopped from denying liability for their
agent's actions.

Mr. Brady points out that the Debtors' Chapter 11 cases are at
"a critical stage".  Given the sheer magnitude and complexity of
the Debtors' business operations, Mr. Brady says, the day-to-day
administration of these Chapter 11 cases demands the constant
attention of the Debtors' senior management personnel, including
Mr. Wemple.

The continued prosecution of Cicero's action would distract Mr.
Wemple's time and energy from the Debtors' business affairs and
reorganization efforts.  If Cicero's action is allowed to
proceed, other key members of the Debtors' management may be
required to devote substantial time and effort to the discovery
process.

Thus, the Debtors ask the Court to:

-- declaring that the automatic stay applies to Cicero's action
   in its entirety, and

-- enjoin Cicero from further prosecution of the action pending
   the resolution of the Debtors' Chapter 11 cases. (Budget
   Group Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1) are trading
at 19 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for
real-time bond pricing.


CAMPBELL SOUP: Q1 2003 Earnings Conference Call Tomorrow Morning
----------------------------------------------------------------
Campbell Soup Company (NYSE:CPB) invites interested shareowners,
investors and consumers to listen to its First Quarter 2003
earnings conference call live over the Internet on Wednesday,
November 13, 2002, at 10:00 a.m. Eastern Time.

     WHAT:  Campbell Soup Company Presentation to Securities
            Analysts, Shareowners and Media

     WHEN:  Wednesday, November 13, 2002, 10:00 a.m. Eastern
            Time

     WHERE: http://www.campbellsoup.com

     HOW:   Simply log on to the Web at the above address
            several minutes prior to the start of the call.

A replay of this broadcast will be available at the same Web
site.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more
than 20 market-leading businesses each with more than $100
million in sales. They include "Campbell's" soups worldwide,
"Erasco" soups in Germany and "Liebig" soups in France,
"Pepperidge Farm" cookies and crackers, "V8" vegetable juices,
"V8 Splash" juice beverages, "Pace" Mexican sauces, "Prego"
pasta sauces, "Franco-American" canned pastas and gravies,
"Swanson" broths, "Homepride" sauces in the United Kingdom,
"Arnott's" biscuits in Australia and "Godiva" chocolates around
the world. The company also owns dry soup and sauce businesses
in Europe under the "Batchelors," "Oxo," "Lesieur," "Royco,"
"Liebig," "Heisse Tasse," "Bla Band" and "McDonnells" brands.
The company is ably supported by 24,000 employees worldwide. For
more information on the company, visit Campbell's Web site on
the Internet at http://www.campbellsoup.com

                            *   *   *

Campbell Soup's July 28, 2002 balance sheet shows a working
capital deficit of about $1.4 billion.  Campbell Soup is
insolvent with a shareholder deficit topping $100 million.
Campbell Soup has $900 million of bond debt coming due
this year and next.  The notes evidencing those obligations
trade slightly above par.  Campbell Soup common stock trades
north of $20 per share.


CHELL GROUP: Nasdaq Nixes Appeal and Decides to Delist Shares
-------------------------------------------------------------
Chell Group Corporation, a technology holding company in
business to acquire and grow undervalued technology companies,
recently received the decision of the Nasdaq Listing and Hearing
Review Council affirming the decision of the Nasdaq Listing
Qualifications Panel to delist the Company's securities from the
Nasdaq SmallCap Market.

Chell Group Corporation is a technology holding company in
business to acquire and grow undervalued technology companies.
Chell Group's portfolio includes Logicorp http://www.logicorp.ca
NTN Interactive Network Inc. http://www.ntnc.com GalaVu
Entertainment Network Inc. http://www.galavu.com Engyro Inc.
(investment subsidiary) http://www.engyro.com and cDemo Inc.
(investment subsidiary) http://www.cdemo.com For more
information on the Chell Group, visit http://www.chell.com

                 Liquidity and Capital Resources

At May 31, 2002, the Company had a working capital deficit of
$2,924,235 -- about half as bad as it was at August 31, 2001.


CHIEF CONSOLIDATED: Fails to Meet Nasdaq SmallCap Requirements
--------------------------------------------------------------
Chief Consolidated Mining Company (NasdaqSC: CFCM) has received
a Nasdaq Staff Determination, dated November 1, 2002, indicating
that Chief fails to comply with the independent director and
audit committee listing requirements of the Nasdaq SmallCap
Market set forth in Marketplace Rules 4350(C) and 4350(d)(2),
respectively, and that its securities are therefore subject to
delisting as of the opening of business on November 12, 2002.

In addition, the Company is in violation of Marketplace Rule
4310(C)(13) as it has failed to pay certain fees to Nasdaq.

Chief's Common Stock will be eligible for trading on the Over-
the-Counter Bulletin Board. The OTC Bulletin Board is a
regulated quotation service that displays real-time quotes, last
sale price, and volume information in over-the-counter equity
securities. OTC Bulletin Board securities are traded by a
community of market makers that enter quotes and trade reports
through a highly sophisticated computer network. Investors work
through a broker/dealer to trade OTC Bulletin Board securities.
Information regarding the OTC Bulletin Board, including stock
quotations, can be found on the internet at http://www.otcbb.com

Chief's ticker symbol will remain "CFCM" on the OTC Bulletin
Board. However, some internet quotation services add an "OB" to
the end of the symbol and will use "CFCM.OB" for the purpose of
providing stock quotes.

Chief will consider reapplying for a Nasdaq listing if it meets
the listing standards in the future, although no assurances in
this regard can be given.

As was previously reported, Chief has held several discussions
with some of its significant stockholders in connection with a
plan to recapitalize the Company. Richard R. Schreiber, acting
President and Chief Executive Officer of Chief noted, "While
there is no assurance of a satisfactory outcome, we are pleased
with the progress of our discussions to date and we hope to
recapitalize Chief, reduce our payables and continue to pursue
potential joint venture partners for our mining properties in
the near term."

                          *    *    *

Chief Consolidated Mining's June 30, 2002 balance sheets show
working capital deficit of about $1.67 million.

In its Form 10QSB filed on August 19, 2002, with the Securities
and Exchange Commission, the Company reported, thus:

"We have an immediate cash need and we are in the process of
seeking additional funding in the form of borrowing secured by a
portion of our land holdings or the sale of a portion of our
surface real estate holdings.  We have retained the Salt Lake
City office of CB Richard Ellis to market the non-mining real
estate for sale, focusing initially on the real estate located
north of Highway 6.  We would anticipate that funds from any
such sale could be used to help reduce our accounts payable,
cover corporate expenses, and help fund exploration and
development of mining properties if we pursue such operations.
As mentioned above, the proceeds from any funding or sales of
excess mining equipment that we may receive could also be used
to help reduce accounts payable, cover corporate expenses, and
help fund exploration and development of mining properties if we
pursue such operations.  No assurance can be given that we will
be able to raise the necessary funds, or if the funds are
raised, that we will pursue mining operations or that we will be
able to sell a portion of the surface real estate as currently
planned on acceptable terms.

"We have restructured some of our accounts payable and continue
to seek to restructure other payables and have also been in
discussions with potential investors to raise capital.
Additionally, we have been contacted by former senior executives
of the Company who have expressed an interest in raising funds.
We would anticipate that such funds could be used to re-start
certain mining operations and provide for future development of
the mining properties. We are supportive of such efforts.  We
cannot assure, however, that such new financing will be
available on acceptable terms, or that  any capital will be
raised from investors, or that the restructuring of our accounts
payable will adequately reduce short-term cash needs. In the
event that we are unable to obtain such additional financing or
restructure our financial obligations, there would be a material
adverse effect on our financial condition, and a restructuring,
sale or liquidation could be required in whole or in part.

"Our financial statements have been prepared assuming that we
will continue as a going concern. We have suffered net losses of
$577,170 and $1,413,737 for the three and six months ended June
30, 2002, and our operating activities used $642,762 of cash for
the six months ended June 30, 2002. Additionally, as of June 30,
2002, we have a working capital deficit of $1,666,782 and an
accumulated deficit of $30,607,598. These matters raise
substantial doubt about our ability to continue as a going
concern.

"As of June 30, 2002, the Company has $2,586,511 of land and
mining claims and properties and $2,991,403 in related machinery
and equipment, representing approximately 89 percent of total
assets. The realization of our investment in land and mining
claims and mining related buildings and equipment is dependent
upon various factors, including: (i) our success in exploration
efforts to discover additional mineral resources and in proving
the technical feasibility and commercial viability of the
identified mineral resources, (ii) our ability to obtain
necessary funding to continue exploration of the mining
properties and to finance operations while we pursue real estate
development alternatives for portions of our land, (iii) our
success in finding a joint venture partner to provide capital
funding for continued exploration of our mining properties, (iv)
our ability to profitably lease the Tintic Mill or our mining
claims to outside entities, and (v) our success in selling or
developing certain of our land holdings to fund continued mining
and exploration activities."


CELEXX CORP: Taps Arete to Aid in Designing Restructuring Plan
--------------------------------------------------------------
Arete Industries, Inc., (OTCBB:ARET) has been retained by Celexx
Corporation, of Coral Springs, Fla., an OTCBB-traded company, to
assist it in designing and executing a restructuring and turn-
around plan for this publicly held holding company, and to help
design, finance and execute a roll-up and spin-out strategy for
Celexx's wholly owned subsidiary, Pinneast.com, Inc.

Thomas Raabe, Arete CEO, stated that, "This agreement is the
first of possibly further ventures with Celexx and/or its
subsidiary, to exploit certain synergies and resources among the
two companies. This is also the first of many possible business
development and investment banking projects to be launched since
completion of our own recapitalization and restructuring in July
of this year. We are indeed very fortunate to launch our
business development plan with a Client like Celexx that has a
talented and experienced team of managers and professionals, and
which has developed exciting opportunities in the field of
computer and on-line based learning and training systems. The
project provides an excellent opportunity for Arete to generate
fee-based compensation and equity participation in the
businesses that are ultimately developed through the referenced
agreement, as well as the opportunity to build a track record of
success to attract new projects to the Company and to develop a
sustainable revenue stream."

David Langle, CEO/CFO of Celexx, believes that the relationship
with Arete and its affiliates is the key to resolving certain
financial issues at the holding company level and will provide
the financial and professional resources necessary to develop
and exploit key opportunities to maximize its shareholder value.


CENTERPOINT ENERGY: Berkshire & CSFB to Provide $1.3BB Financing
----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) -- whose credit ratings and
the ratings of its gas distribution subsidiary have been
downgraded by Moody's Investors Service to Ba1 from Baa2 --
announced that Berkshire Hathaway Inc., (NYSE: BRK.A; BRK.B) and
Credit Suisse First Boston have agreed to provide CenterPoint
Energy Houston Electric, LLC, the company's electric utility
subsidiary, with a $1.310 billion senior secured credit
facility.

David M. McClanahan, CenterPoint Energy's president and chief
executive officer, stated, "This transaction is an important
milestone for us. It removes all uncertainty around the
refinancing of maturing debt at our electric utility, and it
removes the immediate acceleration requirement contained in our
recent $4.7 billion bank credit facilities.

"Perhaps most importantly, it moves us significantly forward on
our road to deleveraging the company in 2004-2005, when we will
receive a multi-billion dollar cash infusion from the sale of
our generation assets and the recovery of our stranded
investment under the provisions of the Texas restructuring law."

The proceeds will be used to repay all amounts outstanding under
the electric utility's existing $850 million bank credit
facility dated October 10, 2002, to repay $400 million of debt,
which includes $300 million of senior debentures of CenterPoint
Energy FinanceCo II LLP due to mature on November 15, 2002, and
$100 million of debt of CenterPoint Energy, Inc., and to pay any
fees and related expenses.

The Facility has a three-year term, and carries an interest rate
of LIBOR plus 9.75 percent, subject to a minimum LIBOR rate of 3
percent.  The Facility will be secured by Second Mortgage Bonds
of the electric utility.  The transaction has been approved by
CenterPoint Energy's Board of Directors, and is subject to final
documentation.  It is expected to close November 12, 2002.

"We are gratified that Berkshire Hathaway and CSFB have
demonstrated their confidence in our business operations and
financial plan by participating in this significant debt
financing to CenterPoint Energy's electric utility unit,"
McClanahan added.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and
sales, interstate pipeline and gathering operations, and more
than 14,000 megawatts of power generation in Texas.  The company
serves nearly five million customers primarily in Arkansas,
Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, and
Texas.  Assets total nearly $19 billion.

With more than 11,000 employees, CenterPoint Energy and its
predecessor companies have been in business for more than 130
years.  For more information, visit our Web site at
http://www.CenterPointEnergy.com

Berkshire Hathaway Inc., is a holding company owning
subsidiaries engaged in a number of diverse business activities.
The most important of these is the property and casualty
insurance business conducted on both a direct and reinsurance
basis through a number of subsidiaries.

Credit Suisse First Boston is a leading global investment bank
serving institutional, corporate, government and individual
clients.  CSFB's businesses include securities underwriting,
sales and trading, investment banking, private equity, financial
advisory services, investment research, venture capital,
correspondent brokerage services and retail online brokerage
services.  CSFB operates in over 89 locations across more than
37 countries on 6 continents.  The Firm is a business unit of
the Zurich-based Credit Suisse Group, a leading global financial
services company.


CLAXSON INTERACTIVE: Completes Exchange Offer for 11% Sr. Notes
---------------------------------------------------------------
Claxson Interactive Group Inc., (Nasdaq: XSON) has completed the
exchange offer and consent solicitation related to all U.S.$80
million outstanding principal amount of the 11% Senior Notes due
2005 (144A Global CUSIP No. 44545HHA0 and Reg S Global ISIN No.
USP52800AA04) of its subsidiary, Imagen Satelital S.A.

The Company received valid tenders from holders representing
U.S.$74.5 million of the principal amount of Old Notes which
represents 93.1% of the issue.  Accordingly, pursuant to the
Exchange Offer, the Company will issue U.S.$41.3 million of new
8-3/4% Senior Notes due 2010. The Company expects to close and
settle the New Notes Friday last week.

"We are pleased that in light of the challenging economic
situation in Argentina, Imagen's bondholders have rallied in
support of the restructuring plan," said Jose Antonio Ituarte,
Chief Financial Officer of Claxson.  Imagen is among the few
Argentine companies that have successfully renegotiated their
debt since the devaluation of the peso in January.  "We thank
management for its dedication to this process and commitment to
working out a solution with the Imagen bondholders.  Closing
this transaction reaffirms our confidence in Claxson's future."

The New Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended and may not be
offered or sold in the United States or to any U.S. persons
absent registration or an applicable exemption from the
registration requirements of the Act.  The New Notes have been
authorized by the Argentine Comision Nacional de Valores for
their public offering in Argentina.

Claxson (Nasdaq: XSON) is a multimedia company providing branded
entertainment content targeted to Spanish and Portuguese
speakers around the world.  Claxson has a portfolio of popular
entertainment brands that are distributed over multiple
platforms through its assets in pay television, broadcast
television, radio and the Internet.  Claxson was formed in a
merger transaction, which combined El Sitio, Inc., and other
media assets contributed by funds affiliated with Hicks, Muse,
Tate & Furst Inc., and members of the Cisneros Group of
Companies.  Headquartered in Buenos Aires, Argentina, and Miami
Beach, Florida, Claxson has a presence in all key Ibero-American
countries, including without limitation, Argentina, Mexico,
Chile, Brazil, Spain, Portugal and the United States.

                         *    *    *

As reported in Troubled Company Reporter's August 20, 2002
edition, the independent auditors report with respect to
Claxson's financial statements included in Claxson's Form 20-F
filed with the Securities and Exchange Commission included a
"going concern" explanatory paragraph, indicating that its
potential inability to meet its obligations as they become due,
raises substantial doubt as to Claxson's ability to continue as
a going concern. In an effort to improve its financial position,
Claxson is taking certain steps, including the restructuring of
its subsidiaries' debt and renegotiation of applicable
covenants. Its failure or inability to successfully carry out
these plans could ultimately have a material adverse effect on
its financial position and its ability to meet its obligations
when due.

                  Update on Debt Renegotiation

On April 30, 2002, Imagen Satelital S.A., an Argentina-based
Claxson subsidiary, announced that it would not make an interest
payment of US $4.4 million on its 11% Senior Notes due 2005. On
June 27, 2002, Claxson announced that it had commenced an
exchange offer and consent solicitation for all US$80 million
outstanding principal amount of these notes. Further, on August
1, 2002 Claxson announced the extension of the pending exchange
offer and consent solicitation. The expiration date for the
exchange offer was extended from July 31, 2002, to August 14,
2002.. Simultaneously with this release, the Company has
announced the further extension of the offer until August 28,
2002.

Claxson is currently not in compliance with the coverage ratios
required under its Chilean syndicated credit facility, primarily
as a result of the 17% decrease in the value of the Chilean Peso
against the U.S. Dollar in 2001. Failure to comply with the
financial covenants set forth in the Chilean syndicated credit
facility could result in the acceleration of all amounts due and
payable thereunder. Claxson has been actively negotiating with
the lenders to amend the credit facility to modify this
financial covenant in order to bring it into compliance. Until
negotiations are final, this debt will be classified as short
term in the balance sheet.


COMMUNICATION DYNAMICS: Court OKs Continued Cash Collateral Use
---------------------------------------------------------------
Communication Dynamics, Inc., the parent company of TVC
Communications, has received Bankruptcy Court approval to
continue using its lenders' cash collateral on an interim basis
to purchase inventory.  The Company is authorized to use up to
$35 million between Nov. 6, 2002 and Jan. 21, 2003.

"The Court's approval of our continued use of cash collateral is
a positive development in our restructuring case and we are
gratified by the continued cooperation of our bank lenders,"
said Robert W. Ackerman, CDI's president and chief executive
officer. "This is good news for TVC, as it underscores that we
have been operating successfully and will continue buying the
same high quality products from our vendors and providing the
same level of service to our customers."

"We are also making solid progress outside the courtroom.  Our
employees have worked hard to increase our sales significantly.
In fact, October was the strongest month we have had since May
of this year," said Ackerman.  "The Company is operating
favorable to its cash collateral budget as sales have been
higher and expenditures have been lower than expected. We
believe the combination of these factors positions the Company
for a strong year-end."

Separately, the Company is marketing Clifford of Vermont for
potential sale. Clifford of Vermont is a national distributor of
products related to outside telephone connections, broadband,
IMSA signal and communications, premise, voice, video, data,
sound, security, fire alarm, instrumentation, tray and power
cables.

"As we reorganize TVC Communications, we intend to focus more on
its core business of cable-television-parts distribution.
Clifford of Vermont primarily sells wire and cable products to
customers who are outside of TVC's core CATV offerings," said
Ackerman.  "While we work with our strategic advisors to
facilitate the sale, day-to-day business operations will
continue as usual at the subsidiary."

Communication Dynamics, Inc., is the parent company of TVC
Communications.  TVC provides the products and services that
have helped build the communications infrastructure in the
United States, Canada, South America and Europe.

Founded in 1952, TVC is backed by close working relationships
with top manufacturers and a deep understanding of the
technology behind the products it sells. TVC has proven itself
to be a valued partner to both the broadband cable and
telecommunications industries.


CONTOUR ENERGY: Wants to Continue Deloitte & Touche Engagement
--------------------------------------------------------------
Contour Energy Co., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for
authority to employ Deloitte & Touche LLP as independent
accountants and auditors.

The Debtors relate that Deloitte & Touche has provided audit and
business advisory services for them since fiscal year 1995:

     (a) Deloitte & Touche has audited the Debtor's annual
         financial statements as well as the annual financial
         statements of the Kelly Partners 1992 and 1994
         Development Drilling Programs, for which the Debtor
         serves as the general partner.

     (b) Deloitte & Touche from time to time provided services
         related to various registration statements of the
         Debtor, as well as general accounting assistance as the
         Debtors' management or counsel deemed necessary.

This retention has afforded Deloitte & Touche a familiarity on
the Debtors' business which makes Deloitte & Touche uniquely
qualified to assist the Debtors in these Chapter 11 cases.

Since Deloitte & Touche has previously functioned prepetition as
the Debtors' independent auditors and accountants, and Deloitte
& Touche's postpetition retention will continue to be within the
same scope of services:

     (a) Auditing and reporting on the Debtors' annual financial
         statements for the year ending December 31, 2002,
         including SAS 71 review procedures required on the
         quarterly financial statements.

     (b) As may be agreed to by Deloitte & Touche, rendering
         other professional services on general accounting
         matters as the Debtors may request, including auditing
         and reporting on the Kelly Partner 1992 and 1994
         Development Drilling Program's annual financial
         statements for the year ending December 31, 2002,
         including SAS 71 review procedures required on the
         quarterly financial statements of such entities, for
         which the Debtor serves as the general partner.

The Debtors agree to compensate Deloitte & Touche at its current
hourly rates:

          Partners/Principals      $330 to $660 per hour
          Managers                 $230 to $550 per hour
          Seniors and Staff        $140 to $325 per hour
          Administrative Staff     $ 40 to $ 65 per hour

Contour Energy Co., a company engaged in the exploration,
development acquisition and production of oil and natural gas
primarily in south and north Louisiana, the Gulf of Mexico and
South Texas, filed for chapter 11 protection on July 15, 2002.
John F. Higgins, IV, Esq., and Porter & Hedges, LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $153,634,032
in assets and $272,097,004 in debts.


CORAM: Trustee Hires SSG Capital and Ewing Monroe as Advisors
-------------------------------------------------------------
Arlin M. Adams, the Chapter 11 Trustee for the bankruptcy
estates of Coram Healthcare Corp., and Coram, Inc., asks for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ SSG Capital Advisors, LP and Ewing
Monroe Bemiss & Co., as his investment bankers and restructuring
advisors.

The Trustee relates that SSG Capital specializes in workout,
Chapter 11 and other special situations, having completed over
90 successful sales, restructurings, refinancings, and private
placements for middle market companies facing challenges,
including numerous Chapter 11 cases before this Court.

Ewing Monroe specializes in healthcare transactions having
completed over 35 successful sales, refinancings, and private
placements for middle-market healthcare companies.  Ewing Monroe
has particular expertise in companies that provide home
healthcare services, such as the Debtors.

"Both SSG Capital and Ewing Monroe will jointly serve as the
Advisors taking advantage of their respective expertise to
attempt to market the Debtors' business as a going concern," the
Trustee tells the Court.

The Trustee proposes to retain the Advisors as a team to
effectively provide investment banking services focusing on a
sale of all or part of the Debtors' assets, or to assist the
Trustee with a financial restructuring in these bankruptcy
cases. As a team, SSG Capital and Ewing Monroe will:

  a) Prepare an Offering Memorandum describing the Debtors,
     their historical performances and future prospects,
     including existing contracts, marketing and sales, labor
     force and management and anticipated financial results;

  b) Work with the Trustee and the Debtors to develop a list of
     suitable potential buyers of Debtors' businesses;

  c) Coordinate the execution of confidentiality agreements by
     potential buyers wishing to review the Offering Memorandum;

  d) Assist the Trustee and the Debtors to coordinate site
     visits for interested buyers, and working with the Trustee
     and the Debtors' management team to develop appropriate
     presentations for such visits;

  e) Solicit competitive offers from potential buyers;

  f) Advise and assist the Trustee and the Debtors in
     structuring a transaction and negotiating transaction
     agreements;

  g) Upon execution of a letter of intent or similar documents,
     assist the Trustee in negotiating the transaction and
     assisting the Trustee's attorneys, as necessary, through
     closing;

  h) Advise the Trustee, his attorneys and accountants, as
     required, regarding documentation;

  i) Provide expert testimony in the Bankruptcy Court on
     valuation or in support of a sale;

  j) Participate in the closing of any Sale through either a
     Section 363 process or through a confirmed Plan of
     Reorganization;

  k) Assist the Trustee and his counsel in negotiating with
     various stakeholders including, but not limited to, Goldman
     Sachs & Co., Cerberus Capital Management, L.P. and Foothill
     Capital Corporation, general unsecured creditors,
     represented by a Creditors' Committee, and other creditors
     and shareholders, represented by the Equity Committee, in
     regard to the possible restructuring of existing notes,
     claims and equity; and

  l) Provide to the Trustee one or more Opinions as to the
     fairness of the terms of any proposed Restructuring or Sale
     of the Debtors' businesses.

The Trustee assures the Court that SSG Capital and SSG Capital
and Ewing Monroe do not hold or represent any interest adverse
to the Estates, and are both a "disinterested person" as that
phrase is defined in the Bankruptcy Code.

The Advisors shall be paid with:

  a. Monthly fees of $100,000 for the first two months of the
     Engagement. The Monthly Fees for the third and fourth
     months shall be $75,000 per month and the Monthly Fees
     shall be $50,000 per month thereafter.

  b. Advisory Fee, upon the Closing of a Sale or transfer of the
     equity of the Company and a Sale of all, or any portion of,
     the assets of the Company to any party, equal to the
     greater of:

      (i) 1.0% of Total Consideration; or

     (ii) $1.0 million.

  c. Advisory Fee equal to $950,000, in the event that the
     Existing Stakeholders agree to the restructuring of their
     Claims.

  d. Opinion Fee equal to $50,000 per Opinion, in the event the
     Trustee requests in writing one or more Opinion(s) as to
     the fairness, from a financial point of view, of any
     proposed Sale or Restructuring of the Company, or a
     valuation of the Company.

Coram Healthcare, a provider of home infusion-therapy services
filed for Chapter 11 bankruptcy protection on August 8, 2000.
Kenneth E. Aaron, Esq., at Weir & Partners LLP and Barry E.
Bressler, Esq., at Schnader Harrison Segal & Lewis LLP represent
the U.S. Trustee in these proceedings.


DEX MEDIA: Fitch Assigns BB- Rating to $1.5-Bill. Bank Facility
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Dex Media East,
LLC's $1.49 billion senior secured credit facility. The secured
bank facility consists of a $100 million 6-year revolving
facility, $690 million 6-year term A loan and a $700 million
6.5-year term B loan. Proceeds from the bank facility are
expected to fund the acquisition of Dex Media East. The Rating
Outlook is Stable. Fitch rated the company's offering of seven
year $450 million of senior unsecured notes 'B' and the ten year
$525 million senior subordinated notes 'B-'. Fitch expects that
the company will have the ability to reduce leverage using free
cash flow to repay secured borrowings.

Fitch's ratings reflect the company's strong market position as
the incumbent directory publisher within its service territory,
the stability and consistency of its revenue stream, strong
operating margins and anticipated free cash flow generation. The
company's revenue stability is supported by a high advertiser
retention rate and the contractual nature of the company's
revenues. The contracts the company has with its advertiser base
provide the company with significant revenue visibility as a
large portion of the company's annual revenue is confirmed early
in the year. In Fitch's view, revenue generated by yellow page
publishers is not as sensitive to cyclical economic conditions
as other forms of advertising. Fitch's ratings are further
supported by the geographic and customer diversity of its
revenue stream and the anticipation of low ongoing capital
expenditures to support its business. Fitch's rating of the
secured bank facility also recognizes the senior position the
facility has in the company's capital structure and the large
amount of capital junior to the bank facility. The senior
secured credit facility represents approximately 44% of the
company's capital structure.

Upon the closing of the second stage of the Qwest Dex, Inc.,
acquisition, the company expects to continue to realize cost
benefits stemming from the allocation of certain centralized
services to its sister company.

These rating considerations are balanced against the high degree
of leverage used to finance the acquisition, and execution risks
centered on operating as a stand alone entity. Fitch recognizes
the potential impact on the company's operating margins stemming
from independent directory publishers that compete on price. New
market entrants, however typically increase the market size as
advertisers hope to increase exposure. Long term risks relate to
potential changes in the buying patterns of advertisers or a
shift in the effectiveness of yellow page advertising relative
to other media as well as the success of new product innovations
launched by the company.

Dex Media East, LLC was formed by the private equity firms of
Welsh, Carson, Anderson & Stowe and The Carlyle Group to acquire
a portion of Qwest Dex, Inc., the yellow page publishing
business from Qwest Communications International. The Qwest Dex,
Inc. acquisition, valued at $7.05 billion is structured with two
stages. Upon the close of the first stage, Dex Media East will
operate yellow page directory business in Colorado, Iowa,
Minnesota, Nebraska, New Mexico, North Dakota, and South Dakota.
Stage one is expected to close by the end this month. The second
stage, representing the balance of Qwest Dex business is
anticipated to close during 2003.


ECHOSTAR COMMS: Completes Exchange Offer for 10-3/8% Sr. Notes
--------------------------------------------------------------
EchoStar Communications Corporation announced that its EchoStar
DBS Corporation subsidiary completed its offer to exchange all
of the $1 billion principal outstanding of EchoStar Broadband
Corporation 10-3/8% Senior Notes due 2007 for substantially
identical notes of EDBS. Tenders have been received from holders
of over 99% of the EBC Notes. Per the terms of the indenture
related to the EBC Notes, if at least 90% in aggregate principal
amount of the outstanding EBC Notes have accepted the exchange
offer, then all of the then outstanding EBC Notes shall be
deemed to have been exchanged for the EDBS Notes.

EchoStar Communications dishes out a smorgasbord of
entertainment. The #2 US direct broadcast satellite TV provider
(behind DIRECTV), the company operates the DISH Network,
providing programming to nearly 6.5 million subscribers in the
continental US. Subsidiaries develop DBS hardware such as dishes
and integrated receivers and deliver video, audio, and data
services. EchoStar has teamed up with Gilat Satellite Networks
(a partner with Microsoft) and Colorado startup WildBlue to
develop satellite-based two-way broadband Internet access.

Echostar Communications' June 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $827 million.

Echostar Broadband Corp.'s 10.375% bonds due 2007 (DISH07USR1),
DebtTraders says, are trading at 104.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DISH07USR1
for real-time bond pricing.


ENRON CORP: Wants to Expand Stephen Cooper's Engagement
-------------------------------------------------------
On April 4, 2002 the Court authorized Enron Corporation and its
debtor-affiliates' retention of Stephen Cooper and Stephen
Forbes Cooper, LLC to provide them with 15 individuals to serve
as Associate Directors of Restructuring, nunc pro tunc to
January 28, 2002.

Partly due to the management efforts of these Associate
Directors, the Debtors have made substantial progress in their
cases and have established a fast track for the ultimate
resolution of these Chapter 11 cases.  However, the Debtors
still need at least eight additional employees to efficiently
and effectively carry out Cooper's duties with respect to
preference and fraudulent conveyance causes of action.

Accordingly, the Debtors ask the Court to expand the Cooper's
retention order, nunc pro tunc to September 1, 2002 to provide
15 additional Associate Directors to work for the Debtors, eight
of which are of immediate need.  The Debtors propose to pay
Cooper $864,000 annually for each Additional Employee on the
basis of 160 hours per month as a full time equivalent.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the employment of the Additional Employees will
able the Debtors and Cooper to address the significant work
requirements presently existing in the litigation support area
in a cost-effective manner.  These Additional Employees will
manage and work with the Debtors' personnel, enabling the
reduction of over 30 outside professionals the Debtors presently
employ.

For the commodity trading business, the Debtors have a present
need for one director or a very experienced manager, and three
managers or very experienced associates.  The sheer complexity
and volume of these transactions require that they be
categorized to avoid performing unnecessary work on transactions
that have been harbored pursuant to the Bankruptcy Code.  The
remaining potential preference and fraudulent conveyance causes
of action will be identified in large categories.  Prior to
analysis, Cooper will continue to work with the professionals
retained and involved in these cases to determine the scope,
level of detailed analysis and the strategy for going forward
with an avoidance action or global or limited settlement with a
counterparty.

In addition, Ms. Gray says, the Debtors are in immediate need
for four professionals for the non-commodity trading aspect of
the preference and fraudulent conveyance project.  Cooper is in
the process of performing a reconciliation process between items
appearing on the Debtors' numerous bank statements and that of
Enron's general ledger system.  Cooper will then identify,
gather documentation and analyze those transactions individually
and consider the totality of their interrelation with other
relevant transactions.  The purpose of these services is to
identify potential preference and fraudulent conveyance causes
of action that have not been recorded on the previously filed
Statement of Financial Affairs.  These tasks will require at
least:

    -- one director or a very experienced manager;

    -- two managers or very experienced associates; and

    -- one manager or a very experienced associate to perform
       detailed test analysis on preference based on both
       ordinary course and new value added analyses.

Ms. Gray contends that the immediate need of these professionals
is due to the fact that Cooper only has 15 months to complete
the first phase of this project in accordance with the time
limitations established in Section 546(a) of the Bankruptcy
Code. Moreover, Ms. Gray asserts that the expanded retention is
in the best interest of the Debtors, their estate and creditors
pursuant to Section 363, given that:

  -- Cooper has substantial knowledge and experience managing
     large companies and assisting troubled companies stabilize
     financial condition, analyzing their operations and
     developing an appropriate business plan to accomplish the
     necessary restructuring of their operations and finances;

  -- based on Cooper's performance so far, the services their
     personnel provided to the Debtors greatly benefited the
     estates;

  -- Cooper has stabilized the Debtors' day-to-day operations
     within the Chapter 11 process; and

  -- the Additional Employees will be able to maximize the
     chances that the Debtors will be able to confirm a plan of
     reorganization in the shortest time possible with the
     least cost.

                       *     *     *

Accordingly, Judge Gonzales permits the Debtors to utilize up to
an additional 15 Associate Directors of Restructuring, provided
by Cooper, on the terms of the Cooper Agreement dated
January 28, 2002.  Without further notice or approval, the
Debtors are authorized to use eight of the Additional Employees,
consistent with the experience and credentials of these persons:

Employee            Position   Hourly Rate   Hours Per Week
--------            --------   -----------   --------------
James Agar          Manager       $375             55+
W. Clay Busker      Manager        375             55+
Adam Greene         Manager        350             55+
C. Kim McLeod       Manager        400             55+
Xavier Oustalniol   Manager        400             55+
Marta Brisco        Associate      325             55+
Regina Lee          Associate      325             55+

Judge Gonzalez emphasizes that the utilization of the Additional
Employees will be subject on these terms:

    (a) The Debtors are required to provide 20 days advance
        written notice to the Official Committee of Unsecured
        Creditors prior to the utilization of more than eight
        Additional Employees;

    (b) If no objection is received by the Debtors from the
        Committee prior to the expiration of the 20-day period,
        the Debtors are deemed authorized to use the Additional
        Employees without further notice or approval; and

    (c) If a timely objection is received by the Debtors from
        the Committee, then the Debtors will have the option to
        withdraw the request or seek Bankruptcy Court approval
        of the Additional Employees by motion on 10-days notice.

Except as modified by this Order, the Court rules that the
Original Order remains in full force and effect. (Enron
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1), DebtTraders
reports, are trading at 12 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


E.SPIRE COMMS: Asks Court to Extend DIP Facility through Dec. 31
----------------------------------------------------------------
e.spire Communications, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to further extend and modify their Debtor-In-Possession
financing.

The Debtors' DIP Facility is provided by Foothill Capital
Corporation as agent, Ableco Finance LLC and George F. Schmitt,
Chairman of the Board and former CEO of the Debtors -- who
committed to lend in his individual capacity $10 million of the
DIP Facility -- and certain other lenders.

The Proposed Fifth Extension and Modification to the Debtor-In-
Possession Financing further modifies and extends the DIP Credit
Agreement and DIP Facility as well as the DIP Lenders' continued
forbearance from exercising remedies as a result of certain of
the Debtors' defaults.  Pursuant to this agreement, the term of
forbearance is extended to December 31, 2002.  The Lender is
willing to provide the Debtors with a $49,414,738.46 Maximum
Revolver Amount and $65,000,000 Maximum Credit Line.

The DIP Financing Agreement will mature at the earliest of:

     (i) the date of substantial consummation of a plan of
         reorganization in these Chapter 11 Cases,

    (ii) December 31, 2002,

   (iii) the conversion of these Chapter 11 Cases in the
         Bankruptcy Court to cases under Chapter 7 of the
         Bankruptcy Code,

    (iv) the appointment of a trustee under Chapter 11 of the
         Bankruptcy Code, and

     (v) the appointment of an examiner with expanded powers
         under the Bankruptcy Code.

The Debtors assert that the DIP Amendments are clearly for the
benefit of the Debtors' estates and creditors as the means of
continuing the funding the Debtors' operating expenses.  The DIP
Amendment preserve and enhance the Debtors' going concern value,
while the Debtors completed a closing on the sale of their
assets, and continue the process of winding-down their remaining
business activities.

Moreover, the Debtors pointed out that the continued
availability of credit under the DIP Credit Agreement will give
the Debtors' vendors and suppliers the necessary confidence to
resume ongoing relationships with the Debtors and be viewed
favorably by the Debtors' employees and customers.

The Debtors assure the Court that the Prepetition Lenders are
Adequately Protected by:

     a) payment to the Prepetition Agent all accrued and unpaid
        prepetition and postpetition interest and expenses under
        or in connection with the Pre-Petition Credit Agreement;

     b) grant to the Prepetition Agent valid, perfected, first
        priority postpetition security interests in and liens,
        subordinate only to the liens of the DIP Lenders; and

     c) grant to the Prepetition Agent an administrative claim
        under Bankruptcy Code section 507(b) to the extent there
        shall be any diminution in the value of the Pre-Petition
        Collateral.

e.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The
Company filed for chapter 11 protection on March 22, 2001.
Domenic E. Pacitti, Esq., Maria Aprile Sawczuk, Esq., and Mark
Minuti at Saul Ewing LLP represents the Debtors in their
restructuring effort.


EXIDE: Debtors Argue to End Committee's Right to Challenge Liens
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates believe that the
Committee should be given a reasonable period of time to
investigate and perfect potential claims and defenses to the
validity, extent and priority of the liens, indebtedness and
claims of the Debtors' prepetition lenders.  The Debtors do not
believe that the recent decision of the United States Court of
Appeals for the Third Circuit in Cybergenics Corp. v. Chinery
should be permitted to eliminate this review or the prospect of
the claims and defense being asserted on behalf of the estates,
if appropriate.

However, the Debtors do not believe that an indefinite extension
of the current November 18, 2002 deadline for the commencement
of an action by the Committee is necessary or appropriate at the
present time.  James E. O'Neill, Esq., at Pachulski Stang Ziehl
Young & Jones P.C., in Wilmington, Delaware, tells the Court
that counsel to the Debtors have engaged in productive
discussions with counsel to the Committee and counsel to the
Prepetition Lenders.  The Debtors believe that it is possible
for the parties to reach a consensual agreement on procedures
for completing and perfecting the investigation of potential
claims and defenses that is consistent with the original intent
of the establishment of the Objection Deadline and also
consistent with the constraints imposed by the Cybergenics
decision.  While the parties have not settled on the procedures
at the present time, the Debtors believe that it would be
premature to grant an open-ended extension of the Objection
Deadline.

Instead, the Debtors suggest that:

-- the Committee be directed to file and deliver by November 18,
   2002 a detailed statement of the claims and defenses that the
   Committee has identified and believes should be brought on
   behalf of the estates; and

-- the Objection Deadline be extended to November 27, 2002, the
   next scheduled omnibus hearing in these cases.

The Debtors believe that this approach meets the interests of
the Prepetition Lenders to have timely knowledge whether
potential claims and defenses exist, while also meeting the
interests of the Committee to preserve the ability to have an
action on the claims and defenses brought on behalf of the
estate.  By the November 27, 2002 omnibus hearing, the Debtors
believe the parties are capable of identifying an approach to
allow the pursuit of any claims and defense identified by the
Committee in their November 18 statement in a manner consistent
with the limitation suggested by the Cybergenics decision.
(Exide Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Committee Has Until Nov. 21 to Commence Actions
--------------------------------------------------------------
On September 20, 2002, the U.S. Court of Appeals for the Third
Circuit handed a decision in The Official Committee of Unsecured
Creditors of Cybergenics Corp. v. Kathleen Chinery.  The
decision, according to Charlene D. Davis, Esq., at The Bayard
Firm, in Wilmington, Delaware, may require changes in the
practices previously employed in this District concerning the
commencement of avoidance actions.  Among other things, the
decision would preclude the commencement of an "avoidance
action" by (1) Official Committee of Unsecured Creditors; (2)
Official Committee of Asbestos Claimants; and (3) Legal
Representative of Future Asbestos-Related Claimants against
Federal-Mogul Corporation's prepetition lenders pursuant to the
Final DIP Order.

In order to afford the parties-in-interest more time to address
the structuring of any potential proceedings in the light of the
Cybergenics decision, the Committees and the Future
Representatives mutually agreed with the Prepetition Agent, on
behalf of the Existing Lenders and the holders of Tranche C
Loans, as well as the Surety Bond Issuers to a fifth extension
of the Committees' and the Representative's deadline to initiate
adversary proceedings against the Prepetition Lenders.  The
parties agree to move the deadline until November 21, 2002.

The extension will also give the parties more time to fully
explore a consensual plan of reorganization.

In the adversary proceeding, the Committees and the
Representative will seek to:

  -- challenge the amount, validity, enforceability, perfection,
     or priority of the Existing Obligations or the liens on the
     Existing Obligations Collateral in respect thereof; or

  -- assert any claims or causes of action,

against the Prepetition Agent, the Existing Lenders, the Surety
Bond Issuers or the holders of the Tranche C Loans.

Thus, the Unsecured Creditors Committee asks the Court to
approve the stipulation extending the Litigation Commencement
deadline to November 21, 2002.

The extension of the Litigation Commencement deadline is without
prejudice to the right of the Prepetition Agent, the Existing
Lenders, the holders of Tranche C Loans and the Surety Bond
Issuers to, at any time, initiate an action to establish the
amount, validity, enforceability, perfection, or priority of the
Existing Obligations or the liens on the Existing Obligations
Collateral with respect to the Tranche C Loan. (Federal-Mogul
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Federal-Mogul Corporation's 8.80% bonds due 2007 (FMO07USR1) are
trading at 16 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for
real-time bond pricing.


FISHER COMMS: Retains Goldman Sachs to Evaluate Alternatives
------------------------------------------------------------
Fisher Communications (Nasdaq:FSCI) announced that the company
has retained Goldman, Sachs & Co., as financial advisor to
assist in reviewing its strategic alternatives.

In announcing its decision to review strategic alternatives, the
company issued the following statement: "Our Board of Directors
is fully committed to acting in the best interests of the
company and its shareholders. Accordingly, and in light of
industry conditions, we have determined that it is appropriate
at this time to review a range of strategic alternatives for the
company. As always, we remain focused on creating long-term
value for shareholders and acting in the interest of the
company's constituencies."

Fisher Communications, Inc., with $600 million of assets on its
balance sheet at Dec. 31, 2001, is a Seattle-based
communications and media company focused on creating,
aggregating, and distributing information and entertainment to a
broad range of audiences. Its 12 network-affiliated television
stations are located in the Northwest and Southeast, and its 28
radio stations broadcast in Washington, Oregon, and Montana.
Other media operations include Fisher Entertainment, a program
production business, as well as Fisher Pathways, a satellite and
fiber transmission provider, and Fisher Plaza, a digital
communications hub located in Seattle.


FRUIT OF THE LOOM: Creditors Trust Gets Nod to Establish Reserve
----------------------------------------------------------------
The Unsecured Creditors Trust, in the chapter 11 cases involving
Fruit of the Loom, Ltd., and debtor-affiliates, obtained Court
authority to establish the appropriate reserve for all
unliquidated and contingent claims that have not yet been
resolved and allowed.

As previously reported, Fruit of the Loom, Ltd.'s Unsecured
Creditors Trust, was established pursuant to the April 30, 2002
Unsecured Creditors Trust Agreement.  The Plan Agreements
provide that the Trust will complete the claims analysis and
objection process for Class 4A Claims and make an Initial
Distribution no later than 180 days after the Effective Date.
Additionally, the Trust will prosecute, settle or resolve the
Creditors' Committee Action.

The Plan also provides that on the initial Distribution Date,
the Trust will "establish a separate Disputed Reserve" for
disputed claims consisting of "ratable proportion of all cash or
other property allocated for distribution on account of each
disputed claim based upon the asserted amount," or an amount
agreed to by the claimholder and the Trust, or as determined by
the Court.

On the Effective Date, there were approximately 3,450 Class 4A
Claims. The Trust has been filing objections to these claims
since August 6, 2002.  Numerous claims have been disallowed by
the Court, there are approximately 2,925 Class 4A Claims
remaining, of which 565 have been allowed.

The Trust is currently holding $16,459,967 for potential
distribution.  The Trust also holds $2,705,000 that is allocated
for case administration.

With the Court's approval, the Trust will reserve $1,000,000 for
fees and expenses associated with the potential litigation
against former directors and officers.  This will leave
$15,459,967 available for distribution to Class 4A Claims.  The
aggregate amount of Initial Allowed Claims is $72,159,284.  Of
the disputed claims, 2,064 are asserted in liquidated amounts
aggregating $186,471,989, leaving 264 unliquidated disputed
claims.

The estimated amount that the Trust will establish as the
Disputed Reserve is $134,784,756.86:

                                             Estimate of Claims
No. of Claims     Category                 for Disputed Reserve
-------------     --------                 --------------------
     20           Stated Amounts                 $59,676,345
      9           Otherwise Liquidated           $50,208,912
    172           Vacation Pay                    $7,249,500
     28           Executives                     $10,500,000
     32           Miscellaneous                   $7,150,000
(Fruit of the Loom Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENERAL DATACOMM: Cash Collateral Pact Continues Until Nov. 30
--------------------------------------------------------------
General DataComm Industries, Inc., and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to continue using their lenders' cash
collateral to providing working capital financing through
November 30, 2002.

The Court determined that the Debtors have immediate cash needs
in order to meet payroll, to pay for other customary and
necessary day to day expenses, and to prevent immediate and
irreparable harm to the estates.  The Debtors have little
unencumbered cash available, and are therefore dependent on
collection of their accounts and the proceeds of the sale of
their inventory to provide cash to fund ongoing operations.

Foothill Capital Corporation, as agent for the lenders under the
Prepetition Financing Agreement, provided the Debtors a
revolving line of credit, term loan and letter of credit
facility.  The Lender asserts, and the Debtors acknowledge, that
the Prepetition Obligations are secured by fully perfected, non-
avoidable first priority security interests and liens in
substantially all of the Debtors' assets.  Consequently, The
Lender consents to the Debtors' use of the Cash Collateral.

The Debtors declare that, as of the Petition Date, the
Prepetition Obligations arising under the Prepetition Loan
Documents were in the aggregate amount of approximately
$31,000,000.

General DataComm Industries, Inc., a worldwide provider of wide
area networking and telecommunications products and services,
filed for Chapter 11 protection on November 2, 2001. James L.
Patton, Esq., Joel A. Walte, Esq., and Michael R. Nestor, Esq.,
represent the Debtors in their restructuring efforts. In their
July 2002 monthly report on form 8-K filed with SEC, the Debtors
account $19,996,000 in assets and $77,445,000 in liabilities.


GENTEK INC: Wins Nod to Pay $6 Million of Foreign Vendor Claims
---------------------------------------------------------------
In an Interim Order, Judge Walrath rules that GenTek Inc., and
its debtor-affiliates can make payments to foreign vendors
provided that these vendors are not their affiliates.  Aside
from obtaining permission from JPMorgan to make those payments,
Judge Walrath also directs the Debtors to obtain the approval of
the official committee of unsecured creditors, if any.  If no
creditors committee has been appointed, the Debtors must seek
approval from the unofficial committee of senior subordinated
noteholders.

All payments, nonetheless, will be subject to these conditions:

(a) Before making any payment of a Foreign Claim, the Debtors
    may, in their absolute discretion, settle all or some of the
    prepetition claims of that Foreign Vendor for less than
    their face amount without further notice or hearing;

(b) If the proposed payment to any single Foreign Vendor exceeds
    $175,000, the Debtors must seek approval from JPMorgan Chase
    Bank, the administrative agent to the Debtors' senior
    secured lenders, or its financial advisor; and

(c) If the Debtors submit to JPMorgan the request for approval
    of a particular Foreign Claim payment, JPMorgan will approve
    or reject the request by 12:00 p.m. on the next business
    day. Absent receipt of the approval or rejection, the
    Debtors' request to make the particular Foreign Claim
    payment will be deemed approved and may be made by the
    Debtors; provided, however, that the payments will not
    exceed the maximum aggregate Foreign Vendor payment
    authority set by the Court. (GenTek Bankruptcy News, Issue
    No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Approves Settlement with Juniper Networks
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Court
approval to enter into Settlement Agreement with Juniper
Networks, Inc.

To recall, Juniper provides the Debtors with routers, software
and maintenance on an ongoing basis throughout the world,
enabling the Debtors to aggregate customer connections and
provide a worldwide solution for its core IP network.  Juniper
is regarded as a strategic vendor going forward for the Debtors'
worldwide IP/Virtual Private Network.

The salient terms of the Juniper Settlement Agreement are:

A. Parties:  Global Crossing Ltd.; GC Pan European Crossing
   Holdings B.V.; and Juniper Networks;

B. Payments by GCPEC to Juniper:  $1,008,268.99 to be paid
   according to this schedule:

   -- $250,000 within 10 business days of the Effective Date;

   -- $150,000 within the later of 10 business days of the
      Effective Date and August 15, 2002;

   -- $392,190 by November 15, 2002 and

   -- $216,078.99 by February 15, 2003;

C. Allowed General Unsecured Claim:  Juniper will have a single
   allowed general unsecured claim in an aggregate amount not to
   exceed $4,241,621.44 against GC Pan European Crossing;

D. Global Crossing Release:  As of the Effective Date, the
   Debtors will release Juniper from all claims relating to the
   Purchase Orders;

E. Juniper Release:  As of the Effective Date, Juniper will
   release the Debtors from all any and claims, other than
   certain limited exceptions; and

F. Assumption of Executory Contracts:  The Debtors will assume
   the Purchase Orders, as provided in the Juniper Settlement
   Agreement, provided that no payments will be required in
   connection with the assumption. (Global Crossing Bankruptcy
   News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008
(GBLX08USR1) are trading at 1.75 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1


GROUP TELECOM: Competing Bidders Shut Out of Talks Until Friday
---------------------------------------------------------------
GT Group Telecom Inc., (TSX: GTG.B, GTG.A) has sought and
received the authority of the Ontario Superior Court of Justice
to accept the leading bid received during its merger and
acquisition process. In conjunction with this authority, the
Company has also received authority to enter into an exclusivity
agreement with the leading bidder for a period of seven calendar
days, expiring at the close of business on November 15, 2002.
The application for such approval was made with the support of
the Company's Monitor, PricewaterhouseCoopers, and Group
Telecom's senior lenders. Group Telecom also sought and received
an extension of protection under the Companies' Creditors
Arrangement Act until December 11, 2002.

"We have been very encouraged by the quality of the proposals
received, and are pleased to be able to enter into an exclusive
negotiating period with the leading bidder," commented David
Baird, Chair of the Company's Special Committee. "The Company is
committed to settling definitive agreements and implementing the
leading proposal in a timely manner."

As agreed, the identity of the leading bidder will not be
disclosed until such time as definitive agreements are agreed
upon for Court approval. The parties are committed to working
towards completion of such agreements within the seven-day
exclusive negotiating period.

Group Telecom also announced that none of the proposals
received, including that of the leading bidder, would produce an
economic return in respect of the common equity or the unsecured
notes of the Company. Outstanding claims of Group Telecom's
unsecured creditors will be dealt with in a CCAA Plan of
Arrangement that is expected to be proposed in connection with
the implementation of its transaction with the leading bidder.

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fibre-optic network
linked by 454,125 strand kilometres of fibre-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network for
the highest level of network reliability. Group Telecom offers
next-generation high-speed data, Internet, application and voice
services, delivering enhanced communication solutions to
Canadian businesses. Group Telecom operates with local offices
in 17 markets across nine provinces in Canada. Group Telecom's
national office is in Toronto.


HA-LO INDUSTRIES: Estate Pursues Starbelly Fraudulent Conveyance
----------------------------------------------------------------
On October 22, 2002, HA-LO Industries, Inc., filed a complaint
in the Bankruptcy Court against the recipients of consideration
in HA-LO's acquisition of Starbelly.com, Inc., in 2000, for
fraudulent transfer under Illinois state law in connection with
the acquisition and for unspecified damages.

HA-LO remains a debtor, with two of its subsidiaries, Lee Wayne
Corporation and Starbelly.com, Inc., in three separate, although
jointly administered, Chapter 11 cases in case number 02 B
12059, and continues to work towards emerging from bankruptcy.
To date, although discussions have commenced between the Debtors
and the Official Committee of Unsecured Creditors regarding the
form and content of a plan or plans of reorganization, no plan
or plans of reorganization have been filed or confirmed by the
Bankruptcy Court. The parties have not yet agreed upon any terms
and conditions of any consensual plan. Even with the discussions
to date, the holders of equity interests in HA-LO remain
unlikely to receive or retain anything of value on account of
their interests in HA-LO in the bankruptcy.

Persons interested in more information concerning the Cases, or
the Debtors' financial performance, are encouraged to review the
pleadings, reports and other papers on file in the Office of the
Clerk of the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division, Everett McKinley Dirksen
Federal Building, 219 S. Dearborn Street, Chicago, Illinois.


HAYES LEMMERZ: Committee Urges Court to Modify Final DIP Order
--------------------------------------------------------------
Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling,
in Wilmington, Delaware, recounts that in late September, the
Third Circuit Court of Appeals issued an opinion that could have
a profound and detrimental impact on the proper adjudication of
Hayes Lemmerz International, Inc.'s Chapter 11 cases.  In
Cybergenics, the Third Circuit cast doubt on the legal
authority, which has been supported by a substantial body of
case law and the practice of the bankruptcy courts of this
district, to vest another party -- in many instances, the
official creditors' committee -- with the right to pursue
litigation on behalf of a Chapter 11 estate to the extent a
debtor was not willing or able to prosecute the claim.  In doing
so, the Cybergenics panel called into question certain
provisions of the Final DIP Order that authorized the Debtors to
relinquish their right to prosecute valuable Estate Claims, but
provided that parties with an actual economic interest in the
litigation could seek a judgment from this Court.

Without appropriate remediation of the Final DIP Order, Mr.
Schnabel is concerned that Cybergenics could be a catastrophic
development for the Debtors' unsecured creditors and result in a
substantial windfall to the Prepetition Banks.  After an
exhaustive investigation, the Committee has uncovered compelling
evidence establishing that the Prepetition Banks bear
considerable risk in the allowance of their claims and liens.
Estate Claims against the Prepetition Banks sound in preference
and fraudulent conveyance and will result in the avoidance of
very valuable transfers by the Debtors before their Chapter 11
filings.  The Debtors' unsecured creditors are the direct
beneficiaries of the avoidance of these transfers.  However,
without appropriate modifications to the Final DIP Order,
Cybergenics could be read to mean that no party-in-interest has
the right to prosecute Estate Claims, and the Prepetition Banks
would be accidentally shielded from estate litigation -- a
proposition antithetical to the most fundamental tenets of
bankruptcy law.

Accordingly, by this motion, the Official Committee of Unsecured
Creditors asks the Court to modify the Final DIP Order that
strike the whitewash admissions by the Debtors, as well as their
waiver of standing to prosecute valuable Estate Claims against
the Prepetition Banks.

The Cybergenics decision mandates not only rescission of the
Debtors' waiver of the primary right to commence action against
the Prepetition Banks, it also requires additional procedural
and substantive safeguards to ensure the preservation and
zealous prosecution of the Estate Claims.  Since the Debtors do
not have an economic stake in this litigation, Mr. Schnabel
contends that they are not particularly well-suited to champion
the Estate Claims.  In the Final DIP Order, the Debtors gave the
surest indication that they do not want to prosecute this
litigation -- they specifically relinquished and waived the
right to pursue litigation against the Prepetition Banks.
Nevertheless, if the Debtors consent to prosecute the Estate
Claims promptly, the Court may ensure proper handling of the
Estate Claims without upsetting the holding of Cybergenics by
entering a Case Management Order that:

-- authorizes the Committee to intervene as co-plaintiff in this
   action; and

-- prohibits the Debtors from settling Estate Claims without the
   Committee's consent.

Alternatively, the Court may appoint a Chapter 11 trustee with
limited powers, or an examiner with expanded powers, solely to
prosecute the Estate Claims against the Prepetition Banks and,
at the same time:

-- authorize the Committee to intervene as co-plaintiff in the
   trustee/examiner's lawsuit against the Prepetition Banks; and

-- prohibit the trustee/examiner from settling Estate Claims
   without the Committee's consent.

Mr. Schnabel assures the Court that in seeking this alternative
relief, the Committee is not seeking to dispossess the Debtors
of their role as debtors-in-possession with respect to the
operation of their businesses, but, rather, solely with respect
to the Estate Claims against the Prepetition Banks. (Hayes
Lemmerz Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Hayes Lemmerz Int'l Inc.'s 11.875% bonds due 2006 (HLMM06USS1),
DebtTraders reports, are trading at 45 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


INTEGRATED HEALTH: Exclusive Period Hearing Set for Tomorrow
------------------------------------------------------------
Judge Walrath will convene a hearing in Wilmington tomorrow,
Nov. 13, to consider a request by Integrated Health Services,
Inc. for a further extension of its exclusive period.  The
extension is hotly contested by Omega Healthcare Investors, Inc.
Omega argues that Integrated management is abusing exclusivity
and the plan process should be opened-up to allow creditors to
consider competing plans of reorganization.


KMART CORP: Court Okays Signature's Engagement as Estate Broker
---------------------------------------------------------------
Kmart Corporation and its 37 debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to retain and employ Signature Associates
as broker and disposition consultant. Signature Associates will
market and sell the leases, fees and other real estate ownership
interests of the Debtors in the Sheffield Office Building
located at 3270 West Big Beaver Road in Troy Michigan.

Signature Associates has the exclusive right to market the
property before September 30, 2002.  That right is being
extended on a per month basis until either of the parties
decides to terminate the Retention Agreement.

Pursuant to their Agreement, Signature Associates will provide
these services:

(a) Evaluate all viable alternatives for the disposition of the
    Sheffield Office Building;

(b) Market the Sheffield Office Building in an organized and
    efficient manner; and

(c) facilitate the negotiation and execution of a contract for
    the disposition of the Sheffield Office Building.

In consideration for its services, the Debtors and Signature
Associates agree to this compensation scheme:

A. In the event of a lease or subleases:

   -- If a tenant or tenants obtained by Signature Associates or
      anyone for the Debtors, including the Debtors, leases the
      property within 180 days after the expiration of the
      Agreement, the Debtors will pay Signature Associates a:

          * 5% commission of the first five years of the lease;
            and

          * 2-1/2% percent thereafter of the aggregate gross
             rental.

      However, the commission will, in no event, be less than
      the first month's rent;

   -- In case another broker is involved on behalf of a
      buyer/lessee, the aggregate commission will be paid to the
      cooperating broker and:

         * an additional 2-1/2% of the first five years: and

         * 1-1/2% of the total aggregate gross rental thereafter
           will be paid to Signature Associates;

   -- The commission will be due at the time the lease is
      executed and payable -- 1/2 upon lease execution and the
      balance upon occupancy of the premises by the tenant.  The
      brokerage fee, in the aggregate, will in no event be
      greater than $10 per square foot of leased space;

   -- The Debtors will pay Signature Associates a commission for
      any additional rent collected as a result of the tenant's
      expansion of its space requirements within the first 24
      months of the lease term.  That commission will be due at
      the time the expansion space is delivered to the tenant;

   -- If the tenant exercises an option to extend the lease
      term, then the Debtors will pay Signature Associates a
      commission at the same rate set forth based upon a term
      consisting of the original term plus all additional option
      periods, less the commission previously paid by the
      Debtors to Signature Associates.  The commission will be
      due and payable upon the commencement date of each option
      period;

   -- If the lease contains an option to purchase, the
      commission on the sale will be payable to Signature
      Associates when the option to purchase is consummated at
      the stated price, or other terms agreed upon.  The
      commission will be at the rate of 4% of the negotiated
      sale price, less the unearned commission for the unexpired
      portion of the Lease.

B. In the event of a sale transaction:

   -- If a purchaser is obtained in accordance with the terms of
      the Agreement, the Debtors will pay Signature Associates a
      commission of 5% of the sale price in the event a
      cooperative broker is involved in the transaction -- with
      Signature Associates and the cooperative broker to
      mutually agree on their respective shares of the aggregate
      commission;

   -- In the event Signature Associates is the only broker
      involved in the transaction, a commission of 4% of the
      sale price will be paid.  The commission will be due and
      payable at the time of the initial closing of the
      transaction; and

   -- If a sale is consummated between the Debtors and the
      owners of the buildings adjacent to the Sheffield Office
      Building, then the fees for that transaction will be 2% of
      the sale price.  No fee will be due to Signature
      Associates if the Debtors enter into new or existing
      leases or any lease expansions by existing tenants within
      the building, including Penske, Sedgwick, and Sunguard.
      (Kmart Bankruptcy News, Issue No. 37; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)

Kmart Corp.'s 9.0% bonds due 2003 (KM03USR6), DebtTraders
reports, are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LA PETITE ACADEMY: Gets Covenant Waiver Extension Until Friday
--------------------------------------------------------------
As previously disclosed, La Petite Academy was not in compliance
with certain of the financial covenants contained in the Credit
Agreement for the third quarter ended April 6, 2002 and had
received limited waivers thereunder on May 20, 2002 and August
15, 2002 through the periods ended August 15, 2002 and September
30, 2002, respectively. In addition, the Company was not in
compliance with certain of the financial and informational
covenants contained in the Credit Agreement for the fourth
quarter ended June 29, 2002.

On September 30, 2002, the Company and its parent, LPA Holding
Corp., received a limited waiver of noncompliance with such
financial and informational covenants through the period ended
November 1, 2002. On November 1, 2002, the Company and LPA
Holding Corp., obtained an extension of the September 30, 2002
waiver. The extension received on November 1, 2002 provides that
the lenders will not exercise their rights and remedies under
the Credit Agreement with respect to such non-compliance during
the period through November 15, 2002. In addition, the Company
expects that it will not be able to comply with certain of the
financial covenants contained in the Credit Agreement for the
first quarter of fiscal 2003. The Company and LPA Holding Corp.
expect to continue discussions with the lenders under the Credit
Agreement (a) to obtain a permanent waiver of the covenant non-
compliance for the quarterly periods ending April 6, 2002 and
June 29, 2002, (b) to obtain a permanent waiver of the covenant
non-compliance (if any) occurring if the Company is required to
restate its financial statements for prior periods, the
possibility of which restatement was previously disclosed in the
Company's current report filed on September 16, 2002, and (c) to
amend its financial covenants, commencing with the quarterly
period ending on June 29, 2002, based on the Company's current
operating conditions and projections. There can be no assurance
that the Company and LPA Holding Corp., will be able to obtain
such a permanent waiver and/or amendment to the Credit
Agreement. The failure to do so would have a material adverse
effect on the Company and LPA Holding Corp.

The company is the nation's No. 2 for-profit operator of
preschool and childcare facilities, behind KinderCare Learning
Centers. La Petite Academy operates about 725 centers that
enroll some 70,000 children ranging in age from six-week-old
infants to 12-year-olds. The academies are located across the
country in 36 states and Washington, DC. Founded in 1968, La
Petite provides both full- and part-time childcare, educational
and developmental programs, workplace childcare, and Montessori
schools.  J.P. Morgan Partners owns a controlling interest in
the company.


LAIDLAW INC: Wants to Bring-In Kevin Benson as New CEO & Pres.
--------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates seek the Court's
authority to employ Kevin E. Benson as the new Chief Executive
Officer and President of Laidlaw Inc., effective as of September
16, 2002.  Mr. Benson will replace John R. Grainger, who served
as LINC CEO on an interim basis.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New
York, anticipates that Mr. Benson's significant management
experience will be instrumental in the success of the
reorganized Debtors as they emerge from these Chapter 11 cases.
With Mr. Benson's employment, the needed guidance and stability
will surely be provided to the Debtors at a time when these
needs are critical.

The Debtors' Board of Directors has thoroughly checked Mr.
Benson's credentials and found him to be "particularly well
suited" to serve as Laidlaw Inc.'s President and CEO.  Mr.
Benson has 25 years of experience, including extensive
experience in implementing initiatives and other business
strategies to improve financial performance of various
companies.

Prior joining Laidlaw Inc., Mr. Benson was President and CEO of
the Insurance Corporation of British Columbia.  In that
position, Mr. Benson led the company in a transformation with a
view of preparing the company for increased competition and the
potential for the deregulation and privatization of the
automobile insurance sector.  Mr. Benson also held major
positions in several other companies.

Mr. Graber relates that Mr. Benson and the Debtors have entered
into an employment agreement on September 16, 2002.
Accordingly, Mr. Benson agrees to devote his full time and
attention to the position as President and CEO of LINC.  Mr.
Benson will report directly to the LINC board of directors.

Other salient terms of the Agreement are:

Compensation
& Benefits:

             An $600,000 annual base salary, subject to yearly
             adjustments

             Mr. Benson will also be entitled to:

             (a) receive a performance bonus as provided in the
                 Short Term Incentive Plan being developed by
                 LINC for the fiscal years commencing
                 September 1, 2002.  The target bonus is 75% of
                 the base salary and the maximum bonus is 150%
                 of the base salary;

             (b) participate in the Supplemental Executive
                 Retirement Plan sponsored by LINC for the
                 benefit of it employees;

             (c) a $1,200 monthly automobile allowance;

             (d) reimbursement of business expenses;

             (e) 5 weeks of vacation per year;

             (f) standard health and welfare benefits;

             (g) reimbursement of initial fees up to $50,000 for
                 professional and recreational club memberships
                 plus annual dues thereafter;

             (h) tax preparation and planning reimbursement of
                 up to $10,000 per year; and

             (i) reimbursement of relocation expenses form his
                 home in Vancouver, British Columbia to LINC's
                 corporate Headquarters.

Equity
Incentives:

             Mr. Benson will be eligible to receive grants of
             stock options.

Termination:

             By the Debtors:

                The Debtors may, at any time, terminate
                Mr. Benson provided that the Debtors will pay
                Mr. Benson 24 months salary and benefits if he
                is terminated without cause; and

             By Mr. Benson:

                Mr. Benson may terminate the agreement upon 90
                days notice to LINC.  For a period of 24 months
                after termination, Mr. Benson may not engage in
                any business that competes with the Debtors.

Change of
Control:

             In lieu of any severance payments, Mr. Benson will
             be entitled to a lump sum payment equal to two
             times his base salary and incentive pay, plus other
             benefits, if his employment is terminated under
             certain circumstances involving the change of
             control of LINC. (Laidlaw Bankruptcy News, Issue
             No. 26; Bankruptcy Creditors' Service, Inc.,
             609/392-0900)


LODGIAN INC: Resolves License Pacts Disputes with Holiday Inn
-------------------------------------------------------------
Michael J. Edelman, Esq., at Cadwalader Wickersham & Taft, in
New York, informs the Court that Lodgian, Inc., and its debtor-
affiliates own and operate Hotels that are currently operated as
franchises of the Holiday Inn, Holiday Inn Express and Crowne
Plaza pursuant to license agreements by and between the Debtors
and Holiday Hospitality Franchising Inc.  Numerous issues arose
with respect to the franchisor's treatment under the Plan and in
the reorganization cases and with respect to the cure
obligations of the franchisees in the License Agreements.

To resolve the issues in an efficient and cost-effective manner,
the parties entered into negotiations to reach a comprehensive
settlement of these issues.  As a result of their negotiations,
the parties negotiated a settlement to resolve these disputes.

The parties agree to settle the disputes between them regarding
the license agreements to avoid the further risk, expense,
uncertainty, inconvenience and distraction of litigation.  In
addition, the stipulation will minimize the losses incurred by
the Debtors' estates if this matter continues unresolved,
thereby continuing to consume the Debtors' time and attention
and risk a less satisfactory outcome as the result of
litigation.  The Stipulation also provides for the terms on
which each of the Assumed License Agreements are being assumed
by the franchisee.

The terms and conditions contained in the Stipulation are the
result of arm's-length negotiations conducted between the
parties.  The salient terms of the Court-approved stipulation
are:

-- Pursuant to the terms of the Stipulation, Franchisor will
   issue a new License Agreement to the respective Franchisees
   to replace the Santa Fe License Agreement, the Palm Desert
   License Agreement, the Phoenix-West License Agreement and the
   Phoenix-Airport License Agreement.  Each New License
   Agreement

     * will be substantially in the form as contained in
       Franchisor's current Uniform Franchise Offering Circular;

     * will be effective as of the Plan Effective Date;

     * will expire on the tenth anniversary of the Plan
       Effective Date; and

     * will be issued with a new Product Improvement Plan;

-- The Stipulation specifies the terms and cure amounts upon
   which the Assumed License Agreements are being assumed under
   the Plan.  The cure amounts for the assumed agreements are:

    Hotel                Location               Cure Amount
    ------------------   --------------------   -----------
    Holiday Inn Select   Phoenix, Arizona          90,003
    Holiday Inn          Palm Beach, Florida       70,923
    Holiday Inn          Rolling Meadows, Illinois 93,767
    Holiday Inn          Windsor, Ontario          64,209
    Holiday Inn          DFW, Texas                74,742
    Crowne Plaza         Houston, Texas            96,518
    Holiday Inn          Greentree, Pennsylvania   51,768
    Holiday Inn          Strongsville, Ohio        67,441
    Crowne Plaza         Albany, New York         122,748
    Holiday Inn          St. Louis, Missouri       73,600
    Holiday Inn          Lansing, Michigan         50,921
    Holiday Inn          BWI Airport, Maryland    110,693
    Holiday Inn          Baltimore, Maryland      160,795
    Holiday Inn          Silver Spring, Maryland   81,634
    Holiday Inn          Worcester, Massachusetts  93,406
    Crowne Plaza         Cedar Rapids, Iowa        64,122

-- The Stipulation sets forth the capital improvement required
   for the Hotels and the timeframes for completing these
   capital improvements;

-- The Stipulation provides that Lodgian is granted a $500,000
   credit that reduces the amount of the Franchisees' cure
   obligations;

-- The Stipulation provides that these three Rejected License
   Agreements are being rejected in accordance with the terms
   set forth in the Stipulation and the rejection damages
   associated with these contracts are:
                                        Prepetition   Contingent
   Hotel & Location                        Claim        Claim
   -------------------------------      -----------   ----------
   Holiday Inn -- Augusta, Georgia        $25,325      $770,576
   Holiday Inn -- Wichita, Kansas          41,065       674,343
   Holiday Inn -- Richfield, Ohio          24,988       789,854

   If, by February 28, 2003, Franchisor enters into a new
   license agreement for any Rejected Hotel for at least the
   remaining term of the particular Rejected License Agreement,
   then there will be no contingent liquidated damage claim
   against the Franchisee relating to the Rejected Hotel.
   Otherwise, there will be a contingent liquidated damage claim
   against the Franchisee; and

-- The Stipulation does not resolve issues other than with
   respect to the Franchise Agreements for the CCA Debtors.

Mr. Edelman asserts that, given the uncertainty of success in
any litigation regarding the matters in dispute, the possibility
of the cost of litigation to the estates, and the material
economic benefits conferred on the estates from the global
resolution of all claims between the Franchisees and Franchisor,
approval of the Stipulation is in the best interests of the
Debtors' estates. Among other factors, the Stipulation resolves
all issues between the Debtors and its largest franchisor,
thereby furthering the Debtors' overall reorganization efforts
and facilitating the ultimate confirmation of the Debtors'
Chapter 11 Plan. (Lodgian Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV CORP: Proofs of Claim against Copperweld Due by December 3
--------------------------------------------------------------
Copperweld Corporation and the remaining The LTV Corporation
Debtors notify the Court and all parties-in-interest that claims
bar date for all but LTV Steel is December 3, 2002.

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1),
DebtTraders says, are trading at half a penny on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


MARTIN INDUSTRIES: Selling All Assets to Monessen for $4.4 Mill.
----------------------------------------------------------------
Martin Industries, Inc. (OTCBB: MTIN.OB), a manufacturer of
premium gas fireplaces and home heating appliances, has entered
into a letter of intent with Monessen Hearth Systems Company to
sell substantially all of its assets and business to Monessen
for a purchase price of approximately $4.4 million. The purchase
price includes a variable component that is, among other things,
dependent upon the inventory and receivables on hand at the time
of closing. The real estate of the Company is not included in
the assets to be purchased; however, under the letter of intent,
Martin would lease its manufacturing facility in Athens, Alabama
to Monessen for a period of at least one year. The proceeds from
the sale will be used by Martin to pay down secured bank debt
owed to its primary lender.

It is contemplated that the proposed sale will be accomplished
through a Chapter 11 reorganization, in which case it would need
approvals required under the U.S. Bankruptcy Code. The proposed
sale is subject to certain other conditions including completion
of a definitive purchase agreement by November 29, 2002. The
sale is anticipated to close during the latter half of the first
quarter of 2003. In conjunction with the signing of the letter
of intent, Monessen has provided a deposit of $100,000. This
deposit and the letter of intent address conditions imposed on
Martin by its primary lender for an extension of Martin's line
of credit to November 29, 2002.

Pending completion of the proposed sale, the Company expects to
continue manufacturing to fill existing and future customer
orders, with certain operational assistance from Monessen. As
previously reported, the Company continues to engage Philip +
Company Inc., to oversee its operations. Philip + Company is a
consulting company that specializes in assisting businesses that
are in under-funded or distress situations.

The Company also announced today that three of its Directors,
Jim D. Caudle, Sr., John L. Duncan and Charles R. Martin, have
resigned from the Company's Board of Directors.  Mr. Caudle and
Mr. Duncan are principals in MTIN, LLC, a secured creditor of
the Company. Each of the three resigning Directors have advised
the Company that they are supportive of the Company's
restructuring efforts and the proposed sale of its assets to
Monessen.

In light of these resignations, the Board has set the number of
Directors at three and elected William Neitzke as a Director.
The Board also has promoted Mr. Neitzke to the position of
President and Chief Financial Officer to replace Mr. Duncan and
James W. Truitt, respectively, who have resigned their positions
with the Company.  Mr. Neitzke is a Senior Vice President of
Philip + Company Inc.  As previously disclosed, the Company had
appointed Mr. Neitzke as Executive Vice President, a position he
has now relinquished in connection with assuming his new
position as President and CFO.

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets in the
U.S. Additional information on Martin Industries and its
products can be found at its Web site at
http://www.martinindustries.com


METATEC INT'L: Sept. 30 Net Capital Deficit Widens to $11 Mill.
---------------------------------------------------------------
Metatec International, Inc., (OTCBB:META) announced improved
results for the quarter and nine months ended Sept. 30, 2002,
compared to the same periods last year. The improved results
were due to continued cost-reduction and refocusing efforts
initiated in 2001.

Operating earnings for the quarter ended Sept. 30, 2002, were
$191,000, compared to an operating loss of $2.3 million for the
third quarter of 2001. The net loss for the quarter ended
Sept. 30, 2002, which included losses from discontinued
operations involving the previously announced sale of the
company's European operations, was $2.9 million, compared to a
net loss of $3.5 million for the third quarter last year. Net
loss from continuing operations for the quarter ended Sept. 30,
2002, was $526,000, compared to $3.2 million for the same period
last year.

Third quarter revenues in 2002 were $12.2 million compared with
$15.5 million in the third quarter of 2001. Sales declined
principally because of decisions made in 2001 to close the
company's Silicon Valley facility and to discontinue servicing
certain lower-margin optical disc customers.

Operating earnings for the first nine months of 2002 were
$163,000, versus an operating loss of $4.6 million for the same
period in the prior year. Net loss for the first nine months of
2002, which included losses from discontinued operations
involving the sale of the company's European operations, was
$2.7 million, or 41 cents per share fully diluted, compared with
a net loss of $7.5 million for the first nine months of 2001.
Net loss from continuing operations for the nine months ended
Sept. 30, 2002, was $1.1 million compared to $7.2 million for
the equivalent period last year.

Revenues for the first nine months of 2002 were $37.3 million
compared to $49.8 million for the same period a year ago due to
the Silicon Valley facility closing and the discontinuation of
service to certain low-margin customers.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of approximately $11 million.

                Recent Achievements Include New
                Supply Chain Services Contracts

Christopher A. Munro, president and chief executive officer,
reported that the company continues to show improved performance
in its continuing operations compared to last year. Consistent
with the company's focus on providing niche supply chain
services, Metatec signed new assembly work and earned a
significant distribution contract from its interactive
entertainment customers. In addition, one of Metatec's largest
and oldest business software customers renewed its contract for
supply chain services.

Munro said that Metatec continues to excel in the areas of
quality and accuracy of service in its supply chain service
operations with delivered-as-intended and inventory accuracy
consistently averaging 99.9 percent.

Munro also announced the recent addition of Katy F. Keane as
vice president of Supply Chain and Technology Solutions. Keane
is responsible for driving the development of supply chain
solution design and solution set capabilities for customers.
Keane offers more than 15 years of supply chain planning and
demand forecasting experience with firms such as The Limited and
Borden.

Metatec enables companies to streamline the process of
delivering products and information to market by providing
technology driven supply chain solutions that increase
efficiencies and reduce costs. Technologies include a full range
of supply chain management services, secure Internet-based
software distribution services and CD-ROM and DVD manufacturing
services. Extensive real-time customer-accessible online
reporting and tracking systems support all services.

More information about Metatec is available by visiting the
company's Web site at http://www.metatec.com


MICROCELL: Secured Bank Lenders Agree to Forbear Until Dec. 23
--------------------------------------------------------------
Microcell Telecommunications Inc., (TSX:MTI.B) announced its
consolidated financial and operating results for the third
quarter and nine months ended September 30, 2002.

Total revenues for the third quarter of 2002 were $154.5
million, compared with $146.4 million for the same quarter last
year, while total operating expenses before depreciation and
amortization were reduced 9% to $128.0 million from $141.0
million. Consolidated EBITDA (defined as operating income or
loss, excluding restructuring charges, impairment of intangible
assets, and depreciation and amortization) increased nearly
five-fold to $26.6 million from $5.4 million in the third
quarter of 2001. This brought consolidated EBITDA to $66.2
million for the first nine months of 2002, compared with
negative $23.1 million for the same period last year, an
improvement of $89.3 million.

At September 30, 2002, Microcell's balance sheets show a total
shareholders' equity deficit of about C$1.1 billion.

"We maintained a disciplined focus on operations during the
third quarter, while we continued to review and evaluate
possible alternatives in addressing the Company's financial
situation," said Andre Tremblay, President and Chief Executive
Officer of Microcell Telecommunications Inc. "Given this
context, aggressive cost control and cash preservation is
essential. Accordingly, in the third quarter, we improved our
operating cash flow proactively through rigorous expense
management and service revenue improvement. This resulted in our
best-ever quarterly EBITDA performance. In addition, despite
reduced capital spending to preserve our financial resources in
these difficult financial markets, we continued to enhance
network quality and customer service. Going forward, as we
continue our capital structure review process, balancing strict
financial discipline against operational performance will be our
top operating priority."

In addition, Microcell ended the quarter with 1,194,733 retail
Personal Communications Services customers and also provided
digital PCS services to 22,062 wholesale subscribers.

Other operating and financial highlights in the third quarter
include the following:

     --  Total retail gross customer activations were 150,805, a
decrease of 6% from the previous year, representing an estimated
21% market share where Fido(R) Service is offered. Postpaid
subscriber additions represented 39% of the total gross
additions in the quarter, while prepaid accounted for the
remaining 61%.

     --  New retail net additions, which totalled 5,978 for the
third quarter, were composed entirely of prepaid customers. In
the same quarter last year, of the 66,698 new customers added,
prepaid customers accounted for 15% of the total number
acquired. The lower net subscriber additions year-over-year were
due primarily to substantially higher churn, particularly within
the postpaid customer base.

     --  The average monthly blended churn rate for the quarter
increased to 3.9% from 2.8% in the same quarter of the previous
year. Higher churn was driven primarily by an increase in
Company-initiated deactivations brought about by the effects of
certain programs and policies from past quarters devised to
increase postpaid customer acquisition.

     --  Postpaid average monthly revenue per user decreased to
$61.27 from $66.28 in the third quarter of 2001. The decrease
resulted from lower billable minutes due to certain promotional
weeknight and weekend airtime offers, and from lower roaming
revenues. Although prepaid ARPU increased for the third
consecutive quarter to $19.34, it was lower than the $20.94
achieved in the same quarter last year. Accordingly, blended
ARPU for the quarter was $41.50, compared with $44.19 for the
third quarter of 2001.

     --  The retail cost of acquisition improved 19% to $251 per
gross addition for the third quarter, compared with $311 per
gross addition for the same quarter in 2001. The year-over-year
improvement was due to reduced handset subsidies and careful
management of marketing-related costs, despite a lower number of
gross activations.

     --  Capital expenditures in the quarter were reduced to
$12.6 million. The amount spent was primarily related to
upgrading existing infrastructure, coverage in-filling, and
improving signal strength in areas where digital service is
currently provided.

     --  As of September 30, 2002, the Company had cash, cash
equivalents, short-term investments and marketable securities
totalling $125.2 million, which included $28.9 million from the
unwind of certain cross-currency foreign exchange rate swaps
during the third quarter. Excluding the $28.9 million in cash
received from the swap monetization, the Company used $25.6
million in cash in the third quarter of 2002, of which $16.4
million was for debt service.

     --  The Company posted a net loss of $152.3 million for the
third quarter, compared with a net loss of $142.9 million for
the same quarter last year. The year-over year increase was due
primarily to a higher foreign exchange loss.

              Management's Discussion and Analysis

Going-concern uncertainty

The unaudited interim consolidated financial statements of the
Company have been prepared in accordance with generally accepted
accounting principles on a going-concern basis, which presumes
the realization of assets and the discharge of liabilities in
the normal course of business for the foreseeable future.

The Company continues to experience additional growth-related
capital requirements arising from the funding of network
capacity and maintenance and the cost of acquiring new PCS
customers. The Company expects that it will continue to
experience, for a certain period of time, operating losses and
negative cash flows from operations. The Company's ability to
continue as a going concern is dependent upon its ability to
generate positive net income and cash flow in the future and the
continued availability of financing. Achieving and maintaining
positive net income and cash flow will depend upon various
factors, including the level of market acceptance of its
services, the degree of competition encountered by the Company,
the cost of acquiring new customers, technology risks, the
future availability of financing, the results of its equity
investments, general economic conditions and regulatory
requirements.

As of September 30, 2002, the Company had cash and cash
equivalents of $87.0 million and short-term investments and
marketable securities of $38.3 million (excluding the short-term
investment of $3.3 million in Argo II discussed in note 4 of the
unaudited interim financial statements for the three- and nine-
month periods ended September 30, 2002). In addition, the
Company has a $257.3 million senior secured revolving credit
facility, the availability of which is subject to certain
conditions.

The Company is subject to certain covenants in its long-term
debt agreements. Unless the Company can successfully renegotiate
some of these covenants, the Company believes that it will not
be in compliance with these covenants in the next twelve-month
period, and that such non-compliance could occur as early as the
fourth quarter of 2002. If one or more covenants are not met,
the Company will be in default of its long-term debt agreements,
in which case the senior secured lenders may choose not to
provide the Company with further access to funds under the
senior secured revolving credit facility. This may also result
in an acceleration of debt repayment. Given this context, there
is significant uncertainty regarding the Company's ability to
continue as a going concern; the Company's ability to continue
as a going concern depends, in addition to elements previously
mentioned, on its ability to reduce its financing costs and
improve its liquidity and operating performance.

The Company retained the services of a financial advisor and
formed a Special Committee of its Board of Directors, composed
of independent directors. In light of the going-concern
uncertainty, the mandate of the Special Committee is to review
and evaluate the alternatives of the Company with a view to
reducing its financing costs and improving its liquidity. These
may take the form of a debt restructuring, recapitalization,
potential capital infusion, or other types of transactions,
including a court supervised reorganization. To this end, the
Special Committee will obtain the advice and recommendations of
the Company's financial advisor.

The Company continues to evaluate the possible alternatives to
reduce its financing costs and improve its liquidity and is
currently in discussions with a steering committee of its
existing secured bank lenders, as well as an ad hoc committee of
its existing unsecured high-yield note holders. Subsequent to
the end of the third quarter, the Company entered into a
forbearance and amending agreement with its secured bank lenders
in which they have agreed to forbear until December 23, 2002,
subject to certain conditions, the exercise of any rights with
respect to certain possible defaults. The covenants to which the
forbearance agreement applies relate to the possibility of non-
payment of interest on the Company's senior discount notes due
2006 and non-payment to a vendor under a material contract. The
Company has not made any decision as to whether to make these
payments and continues to evaluate the situation.

These unaudited interim consolidated financial statements do not
include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the
Company be unable to continue in business.

                        Company Overview

The following is a discussion and analysis of the consolidated
financial condition and results of operations of Microcell
Telecommunications Inc., for the three- and nine-month periods
ended September 30, 2002 and 2001, and should be read in
conjunction with the consolidated financial statements of
Microcell for the year ended December 31, 2001. Microcell was
incorporated under the laws of Canada by articles of
incorporation dated October 16, 1992, and conducts its business
through five wholly owned subsidiaries which are: Microcell
Capital II Inc., Microcell Connexions Inc., Microcell Labs Inc.,
Microcell Solutions Inc., and Inukshuk Internet Inc.

The Company carries out its operations through three strategic
business segments: Personal Communications Services, Wireless
Internet and Investments. Under its PCS business segment, the
Company is a provider of PCS in Canada under one of the two
national 30 MHz PCS authorizations awarded in Canada in 1995 and
renewed for five years in March 2001. The terms and conditions
for the renewal of the PCS License are identical to those
established for the first term of the PCS License in April 1996.

Through its Wireless Internet business segment, the Company
provides mobile Internet services to its PCS subscribers and
plans to build a high-speed Internet Protocol-based data network
using Multipoint Communications Systems technology in the 2500
MHz range. The Company plans to build the MCS network through
Inukshuk. However, due to the current financial context and to
the fact that building this type of network would require
significant additional financing from external sources, the
Company has decided to suspend indefinitely the building of its
MCS network.

Finally, under its Investments business segment, the Company
invests in various wireless or high technology companies and, as
a result, is exposed to normal market risk fluctuation, which
may be significant.

Microcell Telecommunications Inc., is a major provider of
telecommunications services in Canada dedicated solely to
wireless. The Company offers a wide range of voice and high-
speed data communications products and services to more than 1.2
million customers.

Microcell operates a GSM network across Canada and markets
Personal Communications Services (PCS) and General Packet Radio
Service (GPRS) under the Fido(R) brand name. Microcell
Telecommunications has been a public company since October 15,
1997, and is listed on the Toronto Stock Exchange under the
stock symbol MTI.B.


MILACRON INC: Narrows Third Quarter Operating Loss to $3.4 Mill.
----------------------------------------------------------------
Milacron Inc. (NYSE: MZ) -- whose corporate credit rating is
affirmed by Standard & Poor's at 'double-B-minus' -- announced
that its loss from continuing operations - plastics technologies
and industrial fluids - narrowed to $3.4 million before
restructuring charges in the third quarter, down from $7.3
million in the third quarter a year ago and from $5.9 million in
the second quarter this year on relatively steady sales and
orders. During the third quarter, the company also reduced its
debt net of cash by more than $300 million.

                    Third Quarter Net Earnings

Milacron had third quarter net earnings of $14.5 million, or
$0.43 per share, which included an after-tax gain of $29.4
million, on the sale of its Valenite insert cutting tool
subsidiary. This compared to a net loss of $18.4 million in the
third quarter of 2001.

          Third Quarter Results From Continuing Operations

New orders from continuing operations - plastics technologies
and industrial fluids - in the third quarter were $179 million,
essentially flat after currency translation effects with $175
million a year ago. Sales were $173 million versus $176 million
in 2001. The loss from continuing operations before
restructuring charges was $3.4 million in the third quarter of
2002, compared to a loss of $7.3 million in the third quarter a
year ago.

After-tax restructuring charges for continuing operations were
$1.1 million in the third quarter of 2002, compared to $3.2
million in the year-ago quarter. In accordance with newly
adopted accounting rules, amortization of goodwill is excluded
from earnings in 2002 but had the effect of reducing third-
quarter 2001 earnings from continuing operations by $1.9 million
after tax.

"We had a number of significant accomplishments in the third
quarter," said Ronald D. Brown, chairman and chief executive
officer. "We completed two major divestitures and used the cash
proceeds to reduce our debt and strengthen our balance sheet.
Positive effects from our recent restructuring actions were
reflected in improved operating results. And, through
intensified focus on Lean and working capital management, we
continued to achieve positive free cash flow in a difficult
environment," he said.

Manufacturing margins in the third quarter of 2002 were 18.2%, a
substantial improvement from year-ago levels. Operating cash
flow or EBITDA (earnings before interest, taxes, depreciation
and amortization) before restructuring costs also improved
significantly to $5.5 million from a negative $0.1 million in
the third quarter last year. For the first three quarters of
2002, EBITDA before restructuring costs totaled $14.9 million,
while net cash provided by operations including cash
restructuring costs exceeded $22 million.

Proceeds from divestitures and cash generated from operations
were used to reduce Milacron's total debt net of cash to $182
million from $488 million at the beginning of the quarter. The
company ended the quarter with $114 million in cash and only $42
million of debt borrowed under its $110-million revolving credit
facility.

                         Segment Results

Plastics Technologies - New orders in the quarter of $154
million were flat with $151 million a year ago after adjusting
for currency translation. Sales of $149 million were down $3
million from the reported third quarter of 2001 and down $8
million after adjusting for currency translation. Shipments of
injection molding machines and related parts and services held
steady while there were declines in blow molding machines, and
mold bases primarily in Europe. Helped by restructuring measures
implemented over the past year, profitability improved
considerably. On a pre-tax operating basis before restructuring
charges, the segment earned $0.6 million compared to a loss of
$9.5 million in the year-ago quarter.

Industrial Fluids - New orders and sales of $25 million were
flat with those of the third quarter a year ago after adjusting
for currency translation. Pre-tax operating earnings were $3.4
million. This compared to $5.5 million in the third quarter of
2001, which, however, included favorable metalworking group
adjustments. Excluding these adjustments, operating earnings in
the third quarter of 2002 were slightly higher than the year-ago
levels.

                      Discontinued Operations

In August, Milacron sold its North American metalcutting insert
tool business, Valenite, to Sandvik for $175 million and its
European and Indian metalcutting tool businesses, Widia and
Werko, to Kennametal Inc., for 128>188 million. Both sale prices
remain subject to post-closing adjustments and related
transaction costs. Milacron's round tool and grinding wheel
operations have also been classified as "discontinued,"
reflecting the company's intention to find strategic solutions
for those businesses in the near future. In the third quarter,
the round tool and grinding wheel businesses had after-tax
operating losses of $2.9 million on $18 million in sales.
Combined after-tax losses in the quarter from all discontinued
operations - Valenite, Widia, Werko, round tools and grinding
wheels - were $10.4 million on sales of $70 million.

                         Pension Plan Assets

Financial market declines have reduced the asset value of
Milacron's primary U.S. defined benefit plan and will likely
result in a non-cash charge to equity in the fourth quarter,
which, if measured as of September 30, would be approximately
$90 million after tax. The charge will have no effect on 2002
net income. Given the plan's lower asset value, Milacron expects
little or no pension income in 2003, compared to approximately
$9 million in 2002. At the plan's current funding level, the
company will not be required to make any cash contribution
before 2004, and, based on current projections, the 2004
contribution required would be less than $10 million.

               Estimated Charge for Goodwill Impairment

As previously announced, in accordance with Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," Milacron will take a charge for goodwill
impairment in 2002. The charge is now estimated between $200
million and $210 million before tax, or $155 million to $165
million after tax. The company intends to announce the specific
charge, which is retroactive to the beginning of 2002, when it
releases fourth quarter results in early 2003.

                              Outlook

"We have yet to see convincing signs of a recovery in our
markets," Brown said. "On the other hand, there has been no
further deterioration either, as order rates have generally
stabilized for the past several quarters. We remain committed to
returning Milacron to profitability, even at these low levels of
demand. Through continued cost cutting and efficiency
improvements we still expect to approach break-even in the
fourth quarter.

"Looking to 2003, we face a number of obstacles. In addition to
continued low levels of capital spending due to the lingering
recession in the manufacturing sector, the stock market remains
depressed by economic and political uncertainties worldwide,
which has contributed to declines in pension income and
increased insurance costs among other things. While we can't
control these macro factors, we will concentrate on what we can
control. We are currently finalizing plans for further cost
reductions and consolidation of our manufacturing operations.
And we continue to focus on better serving our customers through
new products, enhanced services and faster response times - all
of which go hand in hand with improved operating efficiency.
Given these measures and their expected benefits, but assuming
no strong economic recovery in the near term, at this time we
believe 2003 will be a break-even year for Milacron.

"It's important to note that in these difficult times we are
strengthening our competitive position as a global leader in
plastics and industrial fluids, which will enhance our ability
to respond quickly and fully to the upturn when it comes and
will help us maximize shareholder value in the long run," he
said.

First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with major manufacturing facilities in North America,
Europe and Asia. For further information, visit
http://www.milacron.com


MILITARY RESALE: Ability to Continue Operations Uncertain
---------------------------------------------------------
Prior to November 15, 2001, Military Resale Group Inc., did not
generate any signification revenue, and accumulated no
significant assets, as it explored various business
opportunities.  On November 15, 2001, the Company acquired 98.2%
of the issued and outstanding capital stock of Military Resale
Group, Inc., a Maryland corporation, in exchange for a
controlling interest in MRG-Maryland's publicly-held "shell"
corporation.  For financial reporting purposes, MRG-Maryland was
considered the acquirer in such transaction.  As a result, the
historical financial statements for any period prior to November
15, 2001 are those of MRG-Maryland.

Total revenue for the three months ended June 30, 2002 of
$1,721,912 reflected an increase of $557,030, or approximately
47.8%, compared to total revenue of $1,164,882 for the three
months ended June 30, 2001.  Revenues are derived in either one
of two ways: in the majority of instances, the Company
purchases products from manufacturers and suppliers for resale
to the commissaries it services.  In  such cases, the Company
resells the manufacturer's or supplier's products to the
commissaries at generally the same prices it pays for such
products, which prices generally are negotiated between the
manufacturer or supplier and the Defense Commissary Agency.
Revenue is recognized as the gross sales amount received by
Military Resale Group from such sales, which includes (i) the
purchase price paid by the commissary plus (ii) a negotiated
storage and delivery fee paid by the manufacturer or supplier.
In the remaining instances, the Company acts as an agent for the
manufacturer or supplier of the products it sells, and earns a
commission paid by the manufacturer or supplier, generally in an
amount equal to a percentage of the manufacturer's or supplier's
gross sales amount.  In such cases, revenue is recognized as the
commission received on the gross sales amount.

Gross profit for the three months ended June 30, 2002 increased
by $96,469, or approximately 57.5%, compared to the three months
ended June 30, 2001, from $167,742 for the three months ended
June 30, 2001 to $264,211 for the three months ended June 30,
2002.  This increase was attributable primarily  to the addition
of new products that the Company purchases for resale to the
commissaries it services.

Military Resale Group Inc., incurred a net loss of $336,715 for
the three months ended June 30, 2002 as compared to a net loss
of $36,819 for the three months ended June 30, 2001.

Total revenue for the six months ended June 30, 2002 of
$3,139,170 reflected an increase of $883,881, or approximately
39.2%, compared to total revenue of $2,255,289 for the six
months ended June 30, 2001. Resale revenue for the six months
ended June 30, 2001 of $3,015,024 reflected an increase of
$941,648,  or approximately 45.4%, compared to resale revenue of
$2,073,376 for the six months ended June 30, 2001.  For the six
months ended June 30, 2002, approximately 71.9% of gross profit
was derived from sales involving resale revenue compared to
approximately 36.6% for the six months ended June 30, 2001.
These increases were attributable primarily to the addition of
the new products the Company began  offering during the 2001
period, as well as the implementation of Military Resale's long
term strategy to increase the ratio of sales on a resale basis
rather than a commission basis.

Gross profit for the six months ended June 30, 2002 increased by
approximately $155,817, or approximately 54.3%, compared to the
six months ended June 30, 2001, from $286,731 for the six months
ended June 30, 2001 to $442,548 for the six months ended June
30, 2002.

Primarily as a result of increased operating and interest
expenses the Company incurred a net loss of $730,655 for the six
months ended June 30, 2002 as compared to a net loss of $134,241
for the six months ended June 30, 2001.

At June 30, 2002, Military Resale Group had a cash balance of
approximately $6,000.  Its principal source of liquidity has
been borrowings.  Since November 2001, it has funded its
operations primarily from borrowings of approximately $410,000.
In the fourth quarter of 2001 and the first and second quarters
of 2002, it issued $260,000 aggregate principal amount of
convertible promissory notes that mature on December 31, 2002
and bear interest at the rate of 8% per annum prior to June 30,
2002 and 9% per annum thereafter.  In April 2002, $150,000
aggregate principal amount of 9% Convertible Notes (and $2,380
accrued interest thereon) was converted by the holders into an
aggregate of 1,993,573 shares of Company common stock.  The
remaining 9% Convertible Notes are convertible at any time and
from time to time by the noteholders into a maximum of 1,153,900
shares  of Company common stock (subject to certain anti-
dilution adjustments) if the 9% Convertible Notes are not in
default, or a maximum of 2,307,800 shares of common stock
(subject to certain anti-dilution adjustments) if an event of
default has occurred in respect of such notes. The terms of the
9% Convertible Notes require Military Resale Group to register
under the Securities Act of 1933 the  shares of its common stock
issuable upon conversion of the 9% Convertible Notes not later
than  December 31, 2002.

The Company's current cash levels, together with the cash flows
generated from operating activities,  are not sufficient to
enable it to execute its business strategy.  As a result,
Military Resale Group intends to seek additional capital through
the sale of up to 5,000,000 shares of its common stock.  In
December 2001, it filed with the Securities and Exchange
Commission a registration statement relating to such shares.
Such registration statement has not yet been declared effective,
and there can be no  assurance that  he Securities and Exchange
Commission will declare such registration statement effective in
the near future, if at all.  In the interim, the Company intends
to fund operations based on its cash position and the near term
cash flow generated from operations, as well as additional
borrowings.  In the event it sells only a nominal number of
shares (i.e. 500,000 shares) in its  proposed offering, the
Company believes that the net proceeds of such sale, together
with anticipated revenues from sales of its products, will
satisfy capital requirements for at least the next 12 months.
However, the Company would require additional capital to realize
its strategic plan to expand distribution capabilities and
product offerings.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Actual financial results may differ materially from the stated
plan of operations.

Assuming that Military Resale Group receives a nominal amount of
proceeds from its proposed offering of common stock, it expects
capital expenditures to be approximately $200,000 during the
next twelve  months, primarily for the acquisition of an
inventory control system.  It is expected that its principal
uses of cash will be to provide working capital, to finance
capital expenditures, to repay indebtedness and for other
general corporate purposes, including sales and marketing and
new business  development.  The amount of spending for any
particular purpose is dependent upon the total cash available to
it and the success of its offering of common  stock.

At June 30, 2002, it had liquid assets of $529,076, consisting
of cash and accounts receivable derived from operations, and
other current assets of $336,367, consisting primarily of
inventory of products  for sale and/or distribution.  Long term
assets of $166,690 consisted primarily of warehouse equipment
used in operations.

Current liabilities of $1,638,116 at June 30, 2002 consisted of
approximately $1,108,770 of accounts  payable and $339,755 for
the current portion of capitalized leases and notes payable, of
which approximately $210,000 was payable to officers or other
affiliates.

The Company's working capital deficit was $772,673 as of June
30, 2002.


MISSISSIPPI CHEMICAL: Credit Facility Extended to Nov. 10, 2003
---------------------------------------------------------------
Mississippi Chemical Corporation (NYSE: GRO) and its existing
bank group, led by Harris Trust and Savings Bank, have executed
a commitment letter to amend and restate the company's current
secured credit facility. Pursuant to the commitment letter, the
credit facility will be extended to Nov. 10, 2003, and will
reduce the total amount available to borrow under the facility
to $165 million from $200 million. As of Nov. 7, 2002, the
current amount outstanding under the credit facility was
approximately $119 million.

It is anticipated that closing the extended credit facility will
be effected by mid-November at which time an 8-K will be filed
with the Securities and Exchange Commission to provide details
of the amended and restated credit facility. The commitment
letter is subject to various conditions, including definitive
loan documentation satisfactory to the banks.

Charles O. Dunn, president and chief executive officer, said,
"We are pleased to have extended our relationship with our
current lenders with a credit facility which we believe will
provide adequate working capital over the next year."

Mississippi Chemical Corporation, through its wholly owned
subsidiaries, produces and markets all three primary crop
nutrients. Nitrogen, phosphorus and potassium-based products are
produced at facilities in Mississippi, Louisiana and New Mexico,
and through a joint venture in The Republic of Trinidad and
Tobago.

At March 31, 2002, Mississippi Chemical's balance sheets show a
working capital deficit of about $18 million.


MORTON HOLDINGS: Wants to Appoint Donlin Recano as Claims Agent
---------------------------------------------------------------
Morton Holdings, LLC and its debtor-affiliates ask for authority
from the U.S. Bankruptcy Court for the District of Delaware to
hire Donlin, Recano & Company, Inc., as Claims, Noticing and
Balloting Agent.

The Debtors tell the Court that their creditor body would be
burdensome for the Clerk of Court, and the most effective and
efficient manner of noticing of noticing these creditors and
interested parties is to hire an independent third party to act
as agent of the Court.

As Claims Agent, Donlin Recano is expected to:

  a) prepare and serve required notices in these chapter 11
     cases;

  b) within 5 business days after the service of a particulart
     notice, file with the Clerk's Office a certificate or
     affidavit of service that includes:

       i) a copy of the notice served,

      ii) an alphabetical list of persons on whom the notice was
          served, along with their addresses, and

     iii) that date and manner of service;

  c) maintain copies of all proofs of claim and proofs of
     interest filed in this case;

  d) maintain official claims registers in this case by
     docketing all proofs of claim and proofs of interests in a
     claims database;

  e) implement necessary security measures to ensure the
     completeness and integrity of the claims register;

  f) transmit to the Clerk's Office a copy of the claims
     register on a weekly basis, unless requested by the Clerk's
     Office on a more or less frequent basis;

  g) maintain an up-to-date mailing list for all entities that
     have filed proofs of claim or proofs of interests and make
     such list available upon request to the Clerk's Office or
     any party in interest;

  h) provide access to the public for examination of copies of
     the proofs of claim or proofs of interest filed in this
     case without charge during regular business hours;

  i) record all transfers of claims and provide notice of such
     transfers as requires by Rule 3001(e);

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

  k) provide temporary employees to process claims as necessary;

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

  m) provide such other claims processing, noticing, balloting
     and related administrative services as may be requested
     periodically by the Debtors.

Donlin Recano will charge the Debtors at its professional hourly
rates, ranging from $65 per hour to $210 per hour for
principals.

Morton Holdings, LLC and its debtor-affiliates are in the
contract manufacturing business, specifically in connection with
highly-engineered plastic components and sub-assemblies for
industrial, agricultural and recreational vehicle original
equipment manufacturers.  The Company filed for chapter 11
protection on November 1, 2002.  Jeremy W. Ryan, Esq., and
Norman L. Pernick, Esq., at Saul Ewing LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $10 million each.


NATIONAL AIRLINES: Mercury Minimizes Impact of Airline Shutdown
---------------------------------------------------------------
Mercury Air Group, Inc., (Amex: MAX; PCX) announces that
National Airlines, Inc., ceased operations effective November 6,
2002.  Mercury, through its wholly owned subsidiary MercFuel,
Inc., has been providing fuel to National since May 1999.  In
December 2000, National filed for bankruptcy protection and
Mercury continued to sell fuel to National on a secured basis
under the auspices of the bankruptcy court and consequently the
remaining accounts receivable of approximately $375 thousand is
adequately secured.

"With the cessation of National's operations, we have lost a
good business partner," stated Joseph Czyzyk, CEO and President
of Mercury Air Group, Inc. "As a result of our improved credit
policies, we took the necessary precautions to minimize our risk
and, except for the loss of future business, we do not
anticipate any significant losses as a result of this business
closure.  We have taken appropriate action to redistribute the
fuel supply to existing clients and new ones as well."

Los Angeles-based Mercury Air Group (Amex: MAX; PCX) provides
aviation petroleum products, air cargo services and
transportation, and support services for international and
domestic commercial airlines, general and government aircraft
and specialized contract services for the United States
government.  Mercury Air Group operates four business segments
worldwide: Mercury Air Centers, MercFuel, Inc., Maytag Aircraft
Corporation and Mercury Air Cargo, Inc.  For more information,
please visit http://www.mercuryairgroup.com


NATIONAL STEEL: Plan-Filing Exclusivity Stretched Until April 7
---------------------------------------------------------------
National Steel Corporation, its debtor-affiliates, and the
Official Committee of Unsecured Creditors jointly obtained Court
approval to extend the exclusive filing and solicitation periods
for another five months.  Accordingly, the Court granted the
Debtors the exclusive right to file a Plan until April 7, 2003,
and the exclusive right to solicit acceptances of that Plan from
their creditors until June 9, 2003.

National Steel Corporation, a Delaware corporation, is one of
the largest integrated steel producers in the United States and
is engaged in the manufacture and sale of a wide variety of flat
rolled carbon steel products, including hot-rolled, cold-rolled,
galvanized, tin and chrome plated steels. National Steel targets
high value-added applications of flat rolled carbon steel for
sale primarily to the automotive, construction and container
markets.

The Company filed for Chapter 11 reorganization on March 6,
2002, in the U.S. Bankruptcy Court for the Northern District of
Illinois Eastern Division.


NATIONAL STEEL: Q3 2002 Results Show Significant Improvement
------------------------------------------------------------
National Steel Corporation (OTC Bulletin Board: NSTLB) reported
net income of $3.5 million for the third quarter of 2002.  This
represents a significant improvement over the net loss of $34.0
million for the second quarter of 2002 and the net loss of
$152.8 million for the third quarter of 2001.  The third quarter
2002 reported net income includes a $3.2 million gain on the
sale of undeveloped real estate finalized during the quarter and
an $8.3 million charge for the annual planned maintenance outage
at its pellet operation.  The third quarter 2001 results were
negatively impacted by a $10.9 million charge related to the
write-off of a portion of a new computer system.

"Our return to profitability is the result of not only recent
demand and price improvements but also our focus on improving
our product mix and quality and our continuing cost reduction
efforts," stated Mineo Shimura, chairman and chief executive
officer.

Net sales for the current quarter were $694.2 million, an
increase of 9% from the third quarter of 2001, while steel
shipments for the quarter of 1,327,000 tons were 12% lower than
the year-earlier period.  The lower shipment levels were
primarily the result of continuing to keep one of its blast
furnaces at the Great Lakes operations idled.  The Company
achieved a $93 per ton improvement in average selling price from
the third quarter of 2001 and a $24 per ton improvement over the
second quarter of 2002.  This improvement was achieved by
increasing the shipment of value-added products to 63% of total
prime shipments in the third quarter of 2002 as compared to 52%
in the third quarter of 2001 and by capitalizing on increases in
spot market prices for the Company's products.

"Our customers continue to support our efforts to emerge from
Chapter 11. We have significantly improved our sales to the
automotive market, which is one of our key strategies.  Our
shipments were over 60% higher than the prior year to this
market," stated Mr. Shimura.

The average selling price improvement along with lower raw
materials costs, better yields and lower overall spending
resulted in the Company reporting an operating profit of $8.2
million before reorganization items for the third quarter of
2002.  This is an improvement of $124.2 million from the year-
earlier quarter.  In addition, EBITDA (earnings before interest,
taxes, depreciation and amortization) was $48.6 million for the
third quarter of 2002.  The Company has generated positive
EBITDA for five consecutive months and has a positive EBITDA for
the year to date.

               Financial Position and Liquidity

Total liquidity from cash and availability under the Company's
DIP credit facility, after adjusting for all required reserves
and letters of credit outstanding, amounted to $237 million at
September 30, 2002 an increase of $24 million as compared to
June 30, 2002.  Total borrowings under the DIP facility amounted
to $96 million at September 30, 2002 as compared to $78 million
at June 30, 2002.  The increase in borrowing levels during the
third quarter 2002 is primarily the result of increased raw
materials inventory levels in anticipation of increased steel
production at the Great Lakes operations and steel inventory
increases to support the Company's sales and marketing efforts.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $392 million.

"Our liquidity position continues to improve and remains at a
high level. This reflects our focus on cash flow and the support
we are receiving from the vendor community.  Many of our vendors
and suppliers have returned us to normal payment terms.  This
should provide great comfort to our vendors, customers and
employees," stated Mr. Shimura.

During the third quarter 2002 the Company funded $6 million in
capital expenditures.  Total capital spending for the first nine
months of 2002 amounted to $14 million.  It is expected that
total capital spending for 2002 will be approximately $45
million with the increased spending in the fourth quarter of
2002 occurring at the Great Lakes blast furnace and as part of
other scheduled maintenance outages throughout the Company.

                            Outlook

It is anticipated that steel shipments in the fourth quarter of
2002 will be at approximately the same level as the third
quarter of 2002.  Average selling prices could decline by 2% -
3% for the quarter given the restarting of several competitors'
idled facilities affecting overall steel supply. Additionally,
the Company anticipates a seasonal decline in the automotive and
container markets, which will negatively affect product mix.
Several maintenance outages are scheduled for the fourth quarter
which are anticipated to negatively impact costs by $15 to $20
million as compared to the third quarter of 2002.  The
combination of these items is expected to result in a net loss
for the fourth quarter.

Borrowings under the DIP facility are expected to increase
during the fourth quarter primarily as a result of the planned
maintenance outages, increases in capital spending and the
normal seasonal build-up of raw materials inventories.  It is
expected that availability under the DIP facility will be in
excess of $200 million at the end of the year providing strong
liquidity as the Company goes into 2003.

As a result of continuing declines in the financial markets,
which have negatively impacted the value of pension assets and
the utilization of a lower interest rate to measure pension
liabilities, the Company expects to increase its minimum pension
liability at December 31, 2002.  This will result in a non-cash
charge to other comprehensive income of approximately $450
million during the fourth quarter of 2002.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons.  National Steel Corporation employs approximately
8,200 employees.  Please visit the Company's Web site at
http://www.nationalsteel.comfor more information on the Company
and its products and facilities.

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at 39 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NORTEL: Revises Breakdown of Enterprise & Wireline Revenues
-----------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT.) announced a
revised breakdown of historical revenues for its Wireline
Networks and Enterprise Networks segments. As a result of a
change effected in the third quarter of 2002 in the structure of
its business, Nortel Networks first reported segment information
that included a breakdown of revenues between the Wireline
Networks and Enterprise Networks segments on October 17, 2002.
Prior to that time, these two segments had formed a single
segment in Nortel Networks financial statements. The breakdown
of revenues between these two segments appeared in Nortel
Networks Current Report on Form 8-K dated October 22, 2002.

The attached table includes a revised breakdown of historical
revenues between the Wireline Networks and Enterprise Networks
segments that reflects a reclassification for periods prior to
the third quarter of 2002 of certain amounts between Wireline
Networks and Enterprise Networks. Overall Nortel Networks
consolidated revenues and revenues for the Wireless Networks and
Optical Networks segments for the periods indicated were not
impacted.

After giving effect to this reclassification, and compared to
the second quarter of 2002, Enterprise Networks segment revenues
decreased 3 percent, and Wireline Networks segment revenue
decreased 18 percent, in the third quarter of 2002. Compared to
the same period last year, Enterprise Networks segment revenues
decreased 15 percent, and Wireline Networks segment revenues
decreased 46 percent, in the third quarter of 2002.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2) are
trading at 53 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


NOVA CDO: S&P Hatchets Notes' Ratings to Low-B and Junk Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C-1, C-2, D-1, and D-2 notes issued by NOVA CDO 2001 Ltd.,
an arbitrage CBO transaction originated in 2001, and removed
them from CreditWatch with negative implications, where they
were placed Oct. 16, 2002.

At the same time, the rating on the class B notes is affirmed
and removed from CreditWatch due to the level of
overcollateralization remaining to support them. Additionally,
the rating on the class A notes is affirmed based on a financial
guarantee insurance policy issued by Financial Security
Assurance Inc.

The lowered ratings on the class C and D notes reflect factors
that have negatively affected the credit enhancement available
to support the rated notes since the transaction was originated
in May 2001. These factors include par erosion of the collateral
pool securing the rated notes and deterioration in the credit
quality of the performing assets within the pool.

Standard & Poor's notes that $14.5 million (or approximately 5%)
of the assets currently in the collateral pool come from
obligors rated 'D' or 'SD'. As a result of asset defaults and
credit risk sales at distressed prices, the
overcollateralization ratio for the transaction has deteriorated
since the transaction was originated. As of the Oct. 16, 2002
trustee report, the class D overcollateralization ratio test was
failing, with a ratio of 99.7%, versus the minimum required
ratio of 100%.

The credit quality of the collateral pool has also deteriorated
slightly since the transaction was originated. Currently, $39.7
million (or approximately 14%) of the performing assets in the
collateral pool come from obligors whose ratings are on
CreditWatch negative. Of the performing assets in the pool, $10
million (or approximately 3.4%) come from obligors with ratings
in the triple-'C' range.

Standard & Poor's has reviewed current cash flow runs generated
for NOVA CDO 2001 Ltd., to determine the level of future
defaults the transaction can withstand under various stressed
default timing scenarios while still paying all of the rated
interest and principal due on the class C and D notes. After
comparing the results of these cash flow runs with the projected
default performance of the current collateral pool, Standard &
Poor's determined that the ratings assigned to the class C and D
notes were no longer consistent with the credit enhancement
available, resulting in the lowered ratings. Standard & Poor's
will continue to monitor the future performance of the
transaction to ensure that the ratings assigned to the notes
remains consistent with the credit enhancement available.

      Ratings Lowered and Removed from Creditwatch Negative

                       NOVA CDO 2001 Ltd.
               Fixed- and floating-rate notes

                   Rating                 Balance (Mil. $)
          Class   To     From            Original    Current
          C-1     B+     BB-/Watch Neg   3.5         3.5
          C-2     B+     BB-/Watch Neg   9.7         9.7
          D-1     CCC    B-/Watch Neg    9.4         9.4
          D-2     CCC    B-/Watch Neg    3.6         3.6

      Rating Affirmed and Removed from Creditwatch Negative

                       NOVA CDO 2001 Ltd.
               Fixed- and floating-rate notes

                   Rating                 Balance (Mil. $)
          Class   To     From            Original    Current
          B       BBB    BBB/Watch Neg   17.1        17.1

                         Rating Affirmed

                       NOVA CDO 2001 Ltd.
               Fixed- and floating-rate notes

                                     Balance (Mil. $)
          Class       Rating        Original    Current
          A           AAA           237         237


NRG ENERGY: Lenders Declare $1.1-Billion Debt Due and Payable
-------------------------------------------------------------
On November 6, lenders to NRG Energy, Inc., a wholly owned
subsidiary of Xcel Energy (NYSE:XEL), accelerated approximately
$1.1 billion of NRG's debt under a construction revolver
financing facility, rendering the debt immediately due and
payable. This action terminated the cash collateral call
extension letter in effect between NRG and its major lenders.
The extension letter was previously scheduled to expire November
15.

Based on discussions with the construction revolver lenders, it
is NRG's understanding that the administrative agent, Credit
Suisse First Boston, issued the acceleration notice to preserve
certain rights under the construction revolver financing
agreements. NRG believes that the administrative agent intends
to forbear in the immediate exercise of any rights and remedies
against the company.

"We do not believe that the construction revolver lenders'
action will affect the course of NRG's restructuring
discussions," said Richard C. Kelly, NRG president and chief
operating officer. "We do not believe that this action will
adversely impact NRG's ongoing restructuring efforts and we will
continue working with our lenders toward an overall
restructuring of NRG's debt."

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

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
United States. Company headquarters are located in Minneapolis.

NRG Energy Inc.'s 8.625% bonds due 2031 (XEL31USR1), DebtTraders
reports, are trading 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL31USR1for
real-time bond pricing.


NRG ENERGY: Denies Reports re Filing for Chapter 11 Protection
--------------------------------------------------------------
In response to an article in Friday's Wall Street Journal, NRG
Energy, Inc., a wholly owned subsidiary of Xcel Energy
(NYSE:XEL), stated NRG has not filed for Chapter 11 and has no
imminent plans to file for bankruptcy protection.

Acknowledging that the article accurately portrayed elements of
the restructuring proposal NRG presented to representatives of
its bank lenders and bondholders earlier this week, Richard C.
Kelly, NRG president and chief operating officer, said, "We have
begun the process of negotiating with our various bank and
bondholder constituencies regarding specific points in the
restructuring proposal. We anticipate that those negotiations
will take several weeks. Consistent with what we have said
previously, a Chapter 11 filing may ultimately be the means to
implement any restructuring proposal agreed to with our
creditors."

"Our customers and vendors should be reassured that NRG has
sufficient cash and liquidity to meet its current operating
obligations," Kelly continued. "Any Chapter 11 filing should
have little, if any, impact on employees and plant operations as
we would continue to run our businesses and plants in the same
manner as before and without interruption."

NRG Energy, a wholly owned and unregulated subsidiary of Xcel
Energy, develops and operates power generating facilities. NRG's
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
U.S. Company headquarters are located in Minneapolis.


ONLINE GAMING: Ahead Investments Discloses 81.7% Equity Stake
-------------------------------------------------------------
Ahead Investments, Ltd., beneficially owns 78,698,120 shares of
the common stock of Online Gaming Systems, Ltd., with sole
powers of voting and disposing of all stock held.  The total
amount of 78,698,120 shares represents 81.7% of the outstanding
common stock of Online Gaming.

Ahead Investments, Ltd, ia a South Africa corporation and a 100%
owned subsidiary of Hosken Consolidated Investments Ltd. HCI is
a South Africa-based investment holding company that focuses its
activities in telecommunications and information technology,
media and broadcasting, interactive gaming and entertainment and
financial services. HCI is a publicly traded company on the
Johannesburg Stock Exchange. The registered offices for HCI are
at 3rd Floor, M B House, 641 Ridge Road, Durban, 4001 South
Africa.

All of HCI's Directors are South African citizens. The Executive
Chairman (Golding) and Chief Executive Officer and Director
(Copelyn) of HCI are Directors of Online Gaming Systems, Ltd.,
and Copelyn is the Chief Executive Officer of Online Gaming
Systems, Ltd.

HCI has funded the operating shortfalls of Online Gaming
Systems, Ltd. via convertible notes issued by Ahead. Generally,
HCI issues equity on the Johannesburg Stock Exchange, and
provides funds to Online Gaming via loans from Ahead. During the
first quarter of 2002, HCI converted $3,600,000 of its
convertible debt into 60,000,000 shares of Online Gaming
Systems' common stock.

Prior to the conversion, Ahead owned 18,698,120 shares of Online
Gaming, or about 55 percent of the then outstanding shares.
These shares were purchased or converted at higher price levels
than during the first quarter of 2002. The conversion price was
set at $.06, the closing price of Online Gaming's common stock
on November 27, 2001 when it informed Online Gaming Systems Ltd.
of its intention on conversion of certain of its convertible
notes. Ahead has acquired the additional shares for investment
purposes, and may seek to acquire additional shares as it deems
appropriate.

Online Gaming Systems, Ltd., develops and markets Internet and
private network transaction based products that it only offers
to licensed gaming operators inregulated jurisdictions. These
products include Internet Casino Extension, a growing suite of
casino games, webSports, a sports wagering system, Lotto Magic a
lottery system for private, government and fund raising
purposes, and Bingo Blast a multi-player system for charity and
private organization use. The Company also offers wireless and
portable gaming devices through Excel Design.

At June 30, 2002, Online Gaming Systems' balance sheets show a
working capital deficit of about $1.2 million, and a total
shareholders' equity deficit of about $5.1 million.


OWENS CORNING: Wants to Restructure Chinese JV's Debts
------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to:

A. authorize and approve the Standstill and Amendment
   Agreement by and among Owens Corning, Owens-Corning
   (Guangzhou) Fiberglas Co. Ltd., Owens-Corning (Shanghai)
   Fiberglas Co., Ltd., and certain lenders consisting of
   Standard Chartered Bank, Societe Generale and KBC Bank NV;

B. authorize the consummation of the transactions and the
   execution of the agreements contemplated in the Standstill
   Agreement; and

C. grant the Lenders an allowed, prepetition general unsecured
   claim against the Debtors for $22,000,000, conditioned on the
   closing of the Standstill Agreement.

                        Chinese Joint Ventures

Maria Aprile Sawczuk, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that the Debtors currently hold an
indirect 100% common equity interest in Owens Corning (China)
Investment Company Ltd. through its wholly owned non-Debtor
subsidiary, Owens-Corning Cayman (China) Holdings.  The Debtors
also directly and indirectly controls 97.57% of the common
equity of OC Guangzhou and 90% of the common equity of OC
Shanghai.

Ms. Sawczuk explains that OC Guangzhou and OC Shanghai are
companies organized under the laws of China for the purpose of
manufacturing, marketing, distributing and selling fiberglass
insulation products used for residential and commercial
purposes. The two companies have plants that are environmentally
sound and are state-of-the art.  OC Guangzhou is currently
capable of producing 8,000 tons of glasswool products per year
while OC Shanghai is currently capable of producing 12,000 tons
of glasswool products per year.

                  Prospects for Chinese Businesses

Ms. Sawczuk relates that while the long-term outlook for OC
Guangzhou and OC Shanghai are positive, their financial
conditions have been negatively impacted by lower industry
demand, lower worldwide prices than initially anticipated and a
proliferation of competition.  These factors have resulted in OC
Guangzhou and OC Shanghai being unable to service their current
debt repayment schedule, prompting the need to restructure OC
Guangzhou's and OC Shanghai's financial obligations to prevent
them from being forced into liquidation proceedings in China.

Since the Petition Date, the Debtors have been engaged in
ongoing negotiations with Lenders to effectuate the continued
servicing of a revolving loan facility and to settle certain
setoff rights asserted by Standard Chartered Bank.  This is to
permit the Debtors to realize future value and profits from OC
Guangzhou and OC Shanghai.

                          Debt Structure

The financial obligations of OC Guangzhou and OC Shanghai stem
from:

A. The March 12, 1998 $45,000,000 Revolving Loan Facility:

   The Debtors are guarantors with respect to the Revolving Loan
   Facility.  As of the Petition Date, OC Guangzhou has a
   $15,000,000 outstanding principal balance while OC Shanghai
   has a $7,000,000 outstanding principal balance under the
   Revolving Loan Facility.  Since the Petition Date, the
   Lenders have consented to rollover the outstanding loans, but
   limited the maximum amount to the $22,000,000 outstanding
   principal balance.  OC Guangzhou and OC Shanghai have paid,
   and continue to pay, interest on a current basis.

   Under the Revolving Loan Facility, each borrowers' liability
   is several and limited to its share of the loan proceeds.
   The Debtors, as the guarantors, are jointly and severally
   liable for all amounts borrowed under the Revolving Loan
   Facility.  The Revolving Loan Facility includes a cross
   default provision, which provides that a default occurs under
   the Revolving Loan Facility if OC Guangzhou, OC Shanghai or
   the Debtors default under the agreement creating an
   obligation of OC Guangzhou, OC Shanghai or the Debtors for
   the payment of borrowed money, and the obligation was
   accelerated.

B. The Letter Agreement dated September 30, 1999:

   Pursuant to the Letter Agreement, Standard Chartered Bank
   agreed to issue $10,000,000 in letters of credit to Owens
   Corning (China) Investment, as Borrower, and OC Guangzhou, OC
   Shanghai, OC Nanjing, and OC Anshan, as co-borrowers, for the
   purpose of facilitating local Renminbi borrowing from local
   Chinese banks.

   The Debtors are the guarantors with respect to the Letter
   Agreement.  Owens Corning (China) Investment is liable for
   all amounts owed to Standard Chartered Bank in connection
   with the Letters of Credit issued on its behalf or on behalf
   of its co-borrowers.  The Letter Agreement was modified by a
   Letter Agreement dated as of June 23, 2000, which increased
   the amount available for letters of credit up to $20,000,000.

   Under the Letter Agreement, there remained:

    -- Letters of Credit for 19,000,000 RMB or $2,300,000 for OC
       Shanghai;

    -- Letter of Credit for 5,000,00 RMB or $600,000 for OC
       Guangzhou; and

    -- Letter of Credit for 5,000,000 RMB or $600,000 for OC
       Anshan.

Ms. Sawczuk relates that as of the Petition Date, Standard
Chartered Bank imposed an administrative freeze on $7,270,000 in
an account of Owens Corning (China) Investment and $500,000 in
an account of OC Nanjing.  On June 2001, Standard Chartered Bank
released the funds of OC Nanjing.  All of the Letters of Credit
outstanding, totaling $3,500,000 as of November 2001, were
presented by local Chinese banks for payment and were then paid
by Standard Chartered Bank.

According to Ms. Sawczuk, the presentment of the Letters of
Credit by the local Chinese banks was an event of default under
the Revolving Loan Facility.  The Chinese State Administration
of Foreign Exchange has authorized Owens Corning (China)
Investment to pay 50% of its obligations under the Letter of
Credit Facility.  Thus, Standard Chartered Bank has only been
able to draw $1,762,861 (50% of the $3,500,000) from Owens
Corning (China) Investment's account.  The balance remains
subject to an administrative freeze.

                      Debt Restructuring

Since the Petition Date, the Debtors, Owens Corning (China)
Investment, OC Guangzhou and OC Shanghai have been engaged in
ongoing negotiations with the Lenders to:

-- effectuate the continued servicing of the Revolving Loan
   Facility;

-- settle the set off rights asserted by Standard Chartered
   Bank;

-- restore OC Guangzhou and OC Shanghai's financial and
   operational viability; and

-- preserve equity value for Owens Corning.

OC Guangzhou and OC Shanghai are strategically important to the
Debtors' long-term business strategy in China.  OC Guangzhou and
OC Shanghai provide valuable production support to the Debtors'
global insulation business and improve the Debtors' ability to
meet the demand for insulation products both inside and outside
of China.

                    The Standstill Agreement

Ms. Sawczuk relates that after a series of meetings held in New
York and numerous conference calls, the Debtors, OC Guangzhou,
OC Shanghai and the Lenders agreed on the key terms of a
Standstill Agreement, which permit the servicing of the
Revolving Loan Facility and settlement of the setoff rights
being asserted by Standard Chartered Bank.

The key terms of the Standstill Agreement are:

A. The Lenders have agreed to extend the term of the Revolving
   Loan Facility from March 12, 2003 to December 31, 2005;

B. OC Guangzhou and OC Shanghai have agreed to pay interest on
   obligations owed to the Debtors and the outstanding principal
   owed to the Lenders at the rate of LIBOR plus 2.5%, pursuant
   to these terms:

   -- LIBOR plus 1% paid monthly in arrears on a current basis,
      provided that with respect to OC Guangzhou only, the
      maximum interest payable to the Lenders and the Debtors on
      a current basis is capped at $400,000 per year, and

   -- The remaining 1.5% will be accrued on a PIK basis until
      December 31, 2005, at which time the "PIKed" portion will
      become due and payable together with the outstanding
      principal;

C. OC Guangzhou and OC Shanghai have agreed to pay trade
   payables owing to the Debtors on a current ongoing basis;

D. The Debtors have agreed that obligations owed by OC Guangzhou
   and OC Shanghai as of the effective date, including principal
   and interest on inter-company loans and advances, royalties,
   and inter-company payables, will be deferred and paid on
   December 31, 2005.  This is provided that interest will be
   payable on all these obligations on a current ongoing basis;

E. The Debtors agree that royalties coming due and owing by OC
   Guangzhou after the effective date will be deferred and paid
   on December 31, 2005.  This is provided that interest will
   accrue and be payable on a current ongoing basis;

F. The Debtors agree that royalties coming due and owing by OC
   Shanghai after the effective date will be paid on a current
   ongoing basis;

G. Standard Chartered Bank has agreed to release the funds
   subjected to an administrative freeze to permit payment of
   the amounts owing under the Letter of Credit Facility and to
   release any balance to Owens Corning (China) Investment; and

H. In exchange for an allowed unsecured claim against the
   Debtors' estate on account of the $22,000,000 guarantee, the
   Lenders have agreed to:

   -- waive existing defaults under the Revolving Loan Facility,

   -- permanently reduce the principal balance outstanding under
      the Revolving Loan Facility dollar for dollar on a pro
      rata basis between OC Guangzhou and OC Shanghai based on
      the principal amounts outstanding at that time, and

   -- release OC from the guarantee.

The Debtors believe that it will realize substantial future
benefits from its proposed restructuring of OC Guangzhou and OC
Shanghai.  Ms. Sawczuk notes that OC Guangzhou and OC Shanghai
are low-cost, state-of-the-art production facilities situated in
a strategic location for cost-effective service to the Asia
Pacific region and are designed to permit efficient expansion of
capacity, as and when needed.  The proposed restructuring will
permit the Debtors to continue its ownership in OC Guangzhou and
OC Shanghai, which are key sources of insulation products in the
Debtors' manufacturing business, as well as sources of
significant upside value for the Debtors' estate.

On a present basis, the proposed restructuring provides for OC
Shanghai to pay the Debtors ongoing royalty payments of 3% of
net sales, plus certain other payments like technology
assistance fees.  Separately, the proposed restructuring will
eliminate the risk of litigation arising from the financial
condition of OC Guangzhou and OC Shanghai.

Finally, the proposed restructuring of OC Guangzhou and OC
Shanghai will help avoid potential OC Guangzhou and OC Shanghai
insolvency proceedings and the risk that OC Guangzhou and OC
Shanghai could be acquired by a competitor of the Debtors.
(Owens Corning Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Owens Corning's 7.70% bonds due 2008 (OWC08USR1), DebtTraders
reports, are trading at 30 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for
real-time bond pricing.


PORTLAND GENERAL: Fitch Maintains Watch on Low-B Ratings
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of Portland General
Electric's debt securities. The securities remain on Rating
Watch Negative, where they were placed on November 29, 2001.
Portland General's ratings are as follows: senior secured 'BB+';
senior unsecured 'BB-'; and, preferred 'B'.

The rating affirmation reflects the company's recently improved
near-term liquidity position but also the continuing uncertainty
pending resolution of Enron Corp.'s efforts to sell PGE. The
ratings also consider the negative overhang from the ENE
bankruptcy, contingent liability issues, and exposure to ongoing
investigations into the manipulation of western energy prices.
Favorable considerations include PGE's strong stand alone credit
profile, constructive regulatory relations, and certain ring-
fence provisions that insulate the company from involuntary
consolidation. In addition, the company has a 48% minimum common
equity requirement by the Oregon Public Utility Commission.

On October 10, 2002, PGE issued $150 million of 8-1/8% First
Mortgage Bonds, maturing in February 2010. The bonds were issued
in a private placement led by Lehman Bros. On October 28, 2002,
PGE issued $100 million of 5.6675% FMBs, maturing October 2012,
with an insurance guarantee. The insurance wrap will add 150
basis points to the annual interest costs. Proceeds from the
issuance will be used to repay short-term revolving bank debt
and current maturities of long term debt. The company currently
has cash of about $60 million and borrowing capacity of $190
million. Although PGE's liquidity appears adequate through May
2003, when $142 million of Pollution Control Revenue Bonds
become putable to the company, PGE's ability to refinance $222
million of secured revolving credit facilities, which mature in
June ($72 million one-year revolver) and July of 2003 ($150
million three-year revolver), and $40 million of FMBs, which
mature in August 2003, is a significant concern given the
bankruptcy overhang and a difficult industry financing
environment.

Fitch Ratings will continue to monitor ongoing efforts by Enron
to sell its ownership interest in PGE, along with eleven other
of its solvent businesses. The auction process is underway and
final offers are expected to be announced late this year or
early in 2003. If an agreement to sell PGE is negotiated,
regulatory approvals would be required from the Oregon Public
Utility Commission, FERC, the SEC, and others in order to
complete any proposed sale. If an agreement can be struck to
sell the company to a strong buyer or if the company's plan to
transfer PGE to a SPE insulated from the bankruptcy is approved
by the bankruptcy court and implemented timely, a change in
Rating Watch and/or an upgrade to investment grade
creditworthiness is possible. The potential economic impact of
the ongoing investigations into manipulation of western energy
markets remains a concern. Moreover, Enron-related contingent
liability issues stemming from pensions, health care, and taxes
may not be remedied by a sale or transfer to a SPE, reducing
traction for future upgrades.


RFS ECUSTA: Seeking Authority to Pay Critical Vendors' Claims
-------------------------------------------------------------
RFS Ecusta Inc., and RFS US Inc., ask for authority from the
U.S. Bankruptcy Court for the District of Delaware to pay the
prepetition claims of certain Critical Environmental Service
Providers that are necessary for maintenance of the Debtors'
business operations.  The total amount of pre-petition claims
for which the Debtors seek authority to pay is approximately
$222,000.

The Debtors tell the Court that they rely heavily on the
Critical Environmental Service Providers to provide services
that are vital to the preservation of the Debtors assets. The
Debtors believe that if they are unable to pay the pre-petition
claims of these Critical Environmental Service Providers, there
is a substantial risk that the services of these creditors would
be withheld, and the Debtors would be irrevocably harmed and
their reorganization efforts jeopardized.

It would be extremely difficult and extraordinarily costly, if
not impossible, to identify alternative sources of supply for
these key services if the Critical Environmental Service
Providers were to refuse future service, the Debtors contend.
Quite simply, if the Critical Environmental Service Providers
refuse future service, the Debtors' business operations will
cease.

The Debtors report that they must submit various environmental
and monitoring reports to the State of North Carolina to
maintain and renew certain business permits that are vital to
the continuing operation of the Debtors' business. The Debtors
utilize these Critical Environmental Service Providers to
prepare the documentation, studies, drawings, and general
information necessary to timely complete the Reports:

(A) Neo Corporation has prepared the information needed to
     submit notification of removal activity required to keep
     the Debtors' Permit NC 13020 active;

(B) Sevee & Maher Engineers, Inc. has begun preparing the
     engineering drawings and documentation necessary for the
     renewal of the Debtors' Ash Landfill Permit 88-01. The
     remaining work to be completed by SME includes completion
     of a operations manual and construction of a documentation
     report;

(C) Environmental Testing Solutions, LLC has prepared the
     information necessary for the Debtors to complete
     monitoring reports required under the Debtors' NPDES Permit
     N00000078 and the Ash Landfill Permit 88-01 and to assure
     compliance with November well testing requirements; and

(D) Kubal-Furr & Associates has also prepared information
     necessary for the Debtors to complete monitoring reports
     required under the Debtors' NPDES Permit N00000078 and the
     Ash Landfill Permit 88-01.

These Critical Environmental Service Providers refuse to release
the information required to complete the Reports without the
Debtors' payment of all outstanding prepetition amounts owed. If
the Debtors do not pay the claims of these Critical
Environmental Service Providers and obtain the information
gathered by each, the Debtors will be unable to prepare and
timely submit the Reports. Failure to timely submit the Reports
would jeopardize the Debtors' permits and the Debtors' ongoing
business operations, as well as possibly result in permit
violations, fines as high as $100,000 per day, and permit
expirations.

RFS Ecusta Inc., and RFS US Inc., were leading manufacturers of
high quality premium paper products for the tobacco and
specialty and printing paper products.  The Company filed for
chapter 11 protection on October 23, 2002.  Christopher A. Ward,
Esq., at The Bayard Firm and Joel H. Levitin, Esq., at Dechert
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
estimated debts and assets of more than $10 million each.


SALIENT 3 COMMS: Reports Decrease in 3rd Quarter Net Asset Value
----------------------------------------------------------------
Salient 3 Communications, Inc., (OTC Bulletin Board: STCIA)
announced that as of the end of its third fiscal quarter, ended
September 27, 2002, its estimated net assets in liquidation per
outstanding share were $1.34.  This value represents a decrease
of $0.18 per share from the estimated net assets in liquidation
of $1.52 as of June 28, 2002, reported in the Company's Form
10-Q as filed with the Securities and Exchange Commission for
the second quarter.

The third quarter decrease in net assets in liquidation per
share primarily results from a reduction in the estimated
realizable value of the building in Aurora, CO that the Company
has been attempting to sell since mid 2000.  Due to the
unfavorable real estate market, the offering price was reduced
and the Company has signed a letter of intent to sell the
building at the reduced valuation.  The reduction in the
building's valuation, less the related tax and other
adjustments, caused a decrease in net assets in liquidation of
$1,148,000, or $.18 per share.  The Company expects to close the
sale transaction in December 2002.

The Company cautioned that under liquidation basis accounting,
all values of realizable assets and settlement amounts of
liabilities are estimates, subject to continual reassessment
based on changing circumstances.  Therefore, it is not presently
determinable whether the amounts realizable from the remaining
assets or the amounts due in settlement of obligations will
differ materially from the amounts shown on the statement of net
assets in liquidation as of September 27, 2002.

The Company expects to make further distributions as specific
events provide available cash at a level where the Board of
Directors can properly authorize a distribution, consistent with
its obligations under Delaware rules and regulations governing
companies in liquidation.

In accordance with SEC Regulation FD (Fair Disclosure), Salient
3 will not respond to individual investor inquiries regarding
the timing, process or ultimate outcome of its liquidation
process.  The Company will, however, issue announcements
whenever material events occur in its liquidation process that
could have a potential impact on its net assets in liquidation.


SIERRA PACIFIC: Schedules Q3 Earnings Webcast for Thursday
----------------------------------------------------------
Senior management of Sierra Pacific Resources (NYSE: SRP) will
discuss the company's third quarter financial results during a
live webcast on Thursday, Nov. 14, at 7 a.m. Pacific Standard
Time.  Interested parties can access the webcast at:

http://www.on24.com/clients/default/audioevent.html?eventid=1150&key=9EA659B
49 7FA7FFC1A20BF1E067976B5

or on the company's Web site at:

     http://www.sierrapacificresources.com/investors/news/

An archived version will remain on the Sierra Pacific Resources'
web site for approximately one month following the live webcast.
Those who would rather listen to the recording by telephone
should call 1-888-211-2648.  Use conference ID number 2620485 to
access the recording.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power, the
electric utility for most of southern Nevada, and Sierra Pacific
Power, the electric utility for most of northern Nevada and the
Lake Tahoe area of California.  Sierra Pacific Power also
distributes natural gas in the Reno-Sparks area of northern
Nevada.  A third subsidiary, the Tuscarora Gas Pipeline Company,
owns a 50 percent interest in an interstate natural gas
transmission partnership.

                         *    *    *

As reported in Troubled Company Reporter's October 14, 2002
edition, Standard & Poor's Ratings Services reaffirmed its
single-'B'-plus corporate credit ratings on Sierra Pacific
Resources and its utility subsidiaries Nevada Power Co., and
Sierra Pacific Power Co.  Standard & Poor's also affirmed the
double-'B' ratings on the senior secured debt at the two
utilities. All ratings remain on CreditWatch with negative
implications.


TANDYCRAFTS: Has Until Jan. 10 to Make Lease-Related Decisions
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Tandycrafts, Inc., and its debtor-affiliates obtained
a fifth extension of their lease decision period.  The Court
gives the Debtors until the earlier of:

  (a) January 10, 2003; or

  (b) the effective date of any plan of reorganization of the
      Debtors;

to determine whether to assume, assume and assign, or reject
their unexpired leases.

Tandycrafts, a leading manufacturer and marketer of picture
frames, mirrors and other wall decor products, filed for chapter
11 protection on May 15, 2001.  Mark E. Felger, Esq., at Cozen
and O'Connor, represents the Debtors in their restructuring
efforts. Michael L. Vild, Esq., at The Bayard Firm and Jeffrey
D. Prol, Esq., at Lowenstein Sandler PC serve as counsel to the
Official Unsecured Creditors Committee. When the Company filed
for protection from its creditors, it listed assets of
$64,559,000 and debts of $56,370,000.


TELETOUCH COMMS: Shareholders Okay Debt Restructuring Proposals
---------------------------------------------------------------
Teletouch Communications, Inc., (Amex: TLL) announced that
stockholders overwhelmingly approved the proposals in the
Company's proxy statement that change the capital structure,
Certificate of Incorporation and increased the number of common
shares authorized at the Annual Meeting.

"Shareholder approval of the proxy proposals marks a significant
step forward in the restructuring of Teletouch that will benefit
all shareholders," stated Robert M. McMurrey, Chairman of the
Board of Teletouch.  "The approval to issue the new Class C
Preferred Stock will reduce dramatically the potential share
dilution while eliminating significant complexities in the
overall corporate structure."

In May 2002, Teletouch announced a major restructuring of debt
facilities culminating in a significant reduction in debt.  The
transactions eliminated approximately $57.3 million in principal
and $2.7 million in accrued interest related to the Company's
senior debt facility.  In addition, junior subordinated debt was
forgiven in the amount of $25.3 million.  Subsequent to the
completion of the transactions, Teletouch's debt was reduced to
approximately $7.2 million and was approximately $4.0 million at
August 31, 2002.  As a result of these transactions, Teletouch's
stockholders' equity was increased by approximately $70 million.

"The net result for Teletouch stockholders is a stronger balance
sheet and improved cash flow," continued Mr. McMurrey.  "We have
positive cash flow from operations and believe our strengthened
financial condition will be an important part in funding
additional growth opportunities in wireless communication
services."

Teletouch shareholders approved the following proposals at the
Company's Annual Meeting Friday:

     1) Elected two Class II Directors for a three-year term

        J. Kernan Crotty - President of Teletouch

        Marshall G. Webb - President of Polaris Group, a
                           privately held company

     2) Ratified the selection of Ernst & Young LLP as the
        Company's independent auditors;

     3) Approved the amendment of the Company's Certificate of
        Incorporation providing for an increase in the
        authorized shares of common stock to 70 million shares;

     4) Approved the issuance of 1 million shares of Series C
        Preferred Stock and warrants to purchase 6 million
        shares of the Company's common stock to certain
        affiliates of the Company;

     5) Approved the restatement of the Company's Certificate of
        Incorporation; and

     6) Adopted and ratified the Company's 2002 Stock Option and
        Appreciation Rights Plan.

Teletouch Communications provides wireless messaging, cellular
and two-way radio communications services in Alabama, Arkansas,
Florida, Louisiana, Mississippi, Missouri, Oklahoma, Texas and
Tennessee.  The Company focuses on smaller metropolitan markets
where it believes there is less competition and more opportunity
for internal growth than in larger metropolitan areas.
Teletouch's common stock is traded on the American Stock
Exchange under the stock symbol TLL.

Additional financial information on Teletouch is available at
the Internet Web address: http://www.irinfo.com/tll

Teletouch Paging services are available at:
http://www.teletouch.com


TELSCAPE INT'L: Trustee Has Until January 15 to Decide on Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Chapter 11 Trustee of Telscape International and its debtor-
affiliates' bankruptcy estates, more time to decide what to do
with the company's unexpired nonresidential real property
leases.  The Trustee has until January 15, 2003, to determine
whether to assume, assume and assign, or reject the unexpired
leases.

Telscape International is a leading integrated communications
provider serving the Hispanic markets in the United States,
Mexico and Central America, offering local and long distance
telephone, internet and pre-paid calling card services. The
Company filed for Chapter 11 petition on April 27, 2001 in the
District of Delaware. Brendan Linehan Shannon, Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts and Victoria W. Counihan, Esq., and Scott
D. Cousins, Esq., at Greenberg Traurug, LLP represent the
Chapter 11 Trustee.


TENDER LOVING CARE: Files for Chapter 11 Protection in E.D.N.Y.
---------------------------------------------------------------
Med Diversified, Inc., (PINK SHEETS: MDDV), a provider of home
and alternate site health care services, announced its
subsidiary Tender Loving Care Health Care Services, Inc., has
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code with the U.S. Bankruptcy Court of the
Eastern District of New York.

Chapter 11 allows a company to continue operations while it
develops a reorganization plan to maximize recovery for the
company's stakeholders.

Med Diversified believes this filing was caused by the collapse
of National Century Financial Enterprises, TLCS' primary lender,
and the inaction of the trustees (J.P. Morgan Chase & Co. and
Bank One Corporation) of NCFE's special purpose organizations,
as recently reported in The Wall Street Journal, The Washington
Post and Forbes.

Med Diversified's other operations, including Chartwell
Diversified Services, Inc., are not included in the filing and
will continue to operate normally.

Med Diversified operates companies in various segments within
the health care industry, including pharmacy, home infusion,
multi-media, management, clinical respiratory services, home
medical equipment, home health services and other functions. For
more information, see http://www.meddiversified.com


TREND TECHNOLOGIES: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------------
Trend Technologies Inc., sought chapter 11 bankruptcy protection
from creditors on Thursday, Nov. 7, 2002, with the U.S.
Bankruptcy Court in Wilmington, Delaware, Dow Jones reported.

The San Jose, California-based company listed assets and
liabilities of more than $100 million in its chapter 11
petition. Listed in the petition as its largest unsecured
creditor was Deutsche Bank Trust Co., as agent for the company's
secured lenders, with a $206 million claim. Also filing for
chapter 11 petitions are company affiliates Trend Holdings Inc.,
Trend Plasco Inc., Trend L.P. New Ventures Inc., Cam Fran Tool
Inc., Trend Technologies Texas L.P., Cowden Metal Finishing Inc.
and Hitek Product Finishing Inc. According to court papers,
Trend Technologies has hired Crossroads LLC as its chief
restructuring officer.

Trend Technologies largely processes plastics, stamps metal and
performs electromechanical assembly of electronic enclosures in
facilities around the world. The companies are represented by
Laura Davis Jones, Esq., at the Wilmington office of Pachulski
Stang Ziehl Young & Jones P.C. (ABI World, Nov. 8)


TREND HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Trend Holdings, Inc.
             4626 Eucalyptus Avenue
             Chino, California 91707

Bankruptcy Case No.: 02-13283

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                     Case No.
    ------                                     --------
    Trend Technologies, Inc.                   02-13285
    Trend L.P. New Ventures, Inc.              02-13286
    Trend Plasco, Inc.                         02-13287
    Trend Technologies Texas, L.P.             02-13288
    Cam Fran Tool Co., Inc.                    02-13291
    Hitek Product Finishing, Inc.              02-13293
    Cowden Metal Finishing, Inc.               02-13294

Type of Business: Processes plastics, stamps metal and performs
                  electromechanical assembly of electronic
                  enclosures in facilities around the world.

Chapter 11 Petition Date: November 7, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Laura Davis Jones, Esq.
                  Christopher James Lhulier, Esq.
                  Pachulski Stang Ziehl Young & Jones PC
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899
                  Tel: 302-778-6405
                  Fax : 302-652-4400

                            Estimated Assets:  Estimated Debts:
                            -----------------  ----------------
Holdings, Inc.              More than $100MM   $50 to $100 Mil.
Trend Technologies, Inc.    More than $100MM   More than $100MM
L.P. New Ventures           $1 to $50 Mill.    $0 to $50K
Trend Technologies Texas    $1 to $50 Mill.    More than $100MM
Cam Fran Tool               $1 to $50 Mill.    $1 to $50 Mill.
Hitek Product               $100 to $500K      $500K to $1 Mil.
Cowden Metal                $1 to $50 Mill.    $1 to $50 Mill.

Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Agent for Secured Lenders:  Term and Revolving    $206,000,000
Deutsche Bank Trust Co.     Loans dated March 6,
Americas                   2000
130 Liberty Street
New York, NY 10006
Attn: M. Sutton
Tel: (212) 260-3505
Attn: Stephen H. Warren
O'Melveny & Myers LLP

G.E. Polymerland, S.A.     Trade Claim              $3,510,200
De C.V.
Calz Juan Gil Perciado
Zapopan, JA 45132
Mexico

   -and-

G.E. Polymerland
Corporate Headquarters
9930 Kincy Avenue
Huntersville, NC 28078

Attn: Narenda Mansharami,
Corp. Credit Manager
Tel: 704-992-4943

Delta Electronics          Trade Claim              $3,447,231
Yao Chow, CFO
4405 Cushing Parkway
Freemont, CA 94538
Tel: 510-668-5101
Fax: 510-668-0681

Hipro Electronics, Inc.    Trade Claim              $2,874,357
2024 Centimeter Circle
Austin, TX 78758
Tel: 512-833-6600
Fax: 512-833-6886

Sanmina Corp./SCI Corp.    Trade Claim              $1,476,983
Rick Ackel, CFO
2700 N. First Street
San Jose, CA 78758
Tel: 408-964-3500
Fax: 408-964-

DET Logistics Corp.        Trade Claim              $1,376,542
Attn: Yao Chow, CFO
4405 Cushing Parkway
Freemont, CA 94538
Tel: 510-668-5101
Fax: 510-668-0681

SCI Systems (Kunshan)      Trade Claim              $1,347,223
Co., Ltd.
Angeles rey
312 Qing Yang Road
Kunshan, JIA Ngshu
215300 China
Tel: 011-86-512-5771-4449
Fax: 011-86-512-5771-4404

Serviacero Planos          Trade Claim              $1,325,371
Benjamin Zemeno
Blvd. Hermanos Aldama 4002
Ciudad Industrial, c.p.
37490
Leon, Gto., Mexico
Tel: 011-52-477-763-5312
Fax: 011-52-477-763-5317

NMB Technologies Corp.     Trade Claim              $1,273,624
9700 Independence Avenue
Chatsworth, CA 91311
Tel: 818-341-3355
Fax: 818-341-8207

Northrop Grumman/Litton    Trade Claim              $1,225,180
Interconnect
4811 Westkearney Street
Springfield, MO 65803
Tel: 417-829-5300
Fax: 417-829-5675

Delta Products Corp.       Trade Claim              $1,111,806
Yao Chow, CFO
4405 Cushing Parkway
Freemont, CA 94538
Tel: 510-668-5101
Fax: 510-668-0681

GE Polymerland             Trade Claim                $935,382
Narenda Mansharamani
9930 Kincy Avenue
Huntersville, NC 28078
Tel: 800-752-7849
Fax: 704-992-4923

SCI Systems De Mexico      Trade Claim                $917,140
Sa. De. Cv.
Thajomulco de Zuniga Plant
Carretera Guadalajara
Chapala
Km 15.8, No. 45
Thajomulco de Zuniga
Guadalajara 45640 Mexico

LNP Engineering            Trade Claim                $779,320
Plastics, Inc.
475 Kreamery Way
Exton, PA 19341
Tel: 800-854-8774
Fax: 610-363-4798

Flectronics Int'l.,        Trade Claim                $664,399
Ltd.
1431 FM 1101
New Braunfels, TX 78130
Tel: 830-608-1200
Fax: 830-608-0611

Amphenol Assembletech      Trade Claim                $662,700
Kevin Vigneaux, Controller
12620 West Airport Blvd.
Suite 100
Sugar Land, TX 77478
Tel: 281-340-6500
Fax: 281-340-6501

Bayer Corporation          Trade Claim                $580,291
100 Bayer Road, Bldg. 16
Pittsburgh, PA 15205-9741

   -and-

Bayer De Mexico, S.A.
De C.V.
Credit Dept.
M. Cerrantes Saadvedra 259
D.F.D.I. 11520 Mexico
Tel: 011-523-555-788-3146
Fax: 011-523-555-728-3007

Steel Technologies Sa.     Trade Claim                $513,192
De. Cv.
Federalismo 204
Frace. Industrial La Silla
Guadalupe, N.L.
Mexico 66070

Premier Resource Group,    Trade Claim                $510,082
LLC
Mike Noble
930 West 175th Street
Homewood, IL 60430
Tel: 708-647-8033
Fax: 708-647-8131

Hon Hai USA (Foxconn)      Trade Claim                $485,638
500 Center Ridge Drive
Austin, Texas 78753

   -and-

Foxconn
6122 Katella Avenue
Cypress, CA 90630


Lite-On, Inc.              Trade Claim                $347,416
Ron Tokiwa
720 S. Hillview Drive
Milpitas, CA 95035

   -and-

Lite-On, Inc.
2120-F West Braker Lane
Austin, TX 78758

Laird Technologies         Trade Claim                $425,255
Shielding Way
Delaware Water Gap, PA
18327

   -and-

Laird Technologies
Tom Reese, Corp. Controller
Tel: 314-344-9348
Fax: 314-344-9333

Diversified Diemakers      Trade Claim                $424,369
Dba Internet
801 Second Street
Monroe City, MO 63456
Tel: 573-735-4578
Fax: 573-406-6090

Corestaff Services         Trade Claim                $347,129
Corporate Headquarters
1775 St. James Place
Suite 300
Houston, TX 77056
Tel: 713-438-1400
Fax: 713-438-1763

Tyco (Amp Division)        Trade Claim                $346,009
2800 Fulling Mill Road
Middletown, PA 17057
Tel: 800-468-2023
Fax: 717-986-3611

Flextronics Metal          Trade Claim                $304,982
Specialties
Lightning Manufacturing
Solutions Texas LLC
4146 Collections Center
Drive
Chicago, IL 60693

   -and-

Flextronics Metal
Specialties
Lightning Manufacturing
Solutions Texas LLC
1431 FM 1101
New Braunfels, TX 78130

Viking Materials           Trade Claim                $300,566
3225 Como Avenue
Minneapolis, MN 55414
Tel: 612-617-5800
Fax: 612-623-9070

GE Capital Corporation     Trade Claim                $300,461
Ann Cumberton
Commercial Equipment Finance
44 Old Ridgebury Road
Danbury, CT 06810
Tel: 203-796-2387
     203-796-1000
Fax: 720-293-7829

Motorola, Inc.             Trade Claim                $289,459
Computer Group
1900 S. Diablo Way
Tempe, AZ 85282
Tel: 602-438-3717
Fax: 602-437-6273

Power One, Inc.            Trade Claim                $273,000
740 Kalle Palmo
Camarillo, CA 93012
Tel: 805-987-8741
Fax: 805-388-0904


UNITED AIRLINES: Sees Need to Furlough Flight Attendants by Jan.
----------------------------------------------------------------
United Airlines (NYSE:UAL) announced that because of its
decreased flight schedule for next year, the airline will need
to reduce its flight attendant employment levels by an
additional 2,700 beginning Jan. 31, 2003. This will bring the
total number of flight attendants on furlough to approximately
4,800.

"United sincerely regrets the necessity of making this decision
because of the impact it will have on our employees, their
families and their communities," said Larry De Shon, United's
senior vice president-Onboard Service. "As part of our recovery
plan, United has previously announced it will reduce capacity
and that unfortunately means we will need fewer flight
attendants."

"Our goal is to be as helpful as we can be during this extremely
difficult process for everyone," he said, "and under terms of
its contract with the Association of Flight Attendants, United
will first offer voluntary furlough options to offset imposing
involuntary furloughs."

In addition, United's Human Resource Division will support all
flight attendants to assist them with career transitions. United
currently has about 23,800 flight attendants around the world.
At this time it is not known which domiciles will be affected by
this announcement.

United late last month announced cost savings measures that will
result in the furlough of roughly 1,500 maintenance, customer
service and reservations employees.

Other information about United Airlines can be found at the
company's Web site at http://www.united.com


UNITED AIRLINES: Reaches Tentative Agreement with AFL-CIO
---------------------------------------------------------
Representatives of the United Airlines Master Executive Council
of the Association of Flight Attendants, AFL-CIO, and United
Airlines management have reached a tentative agreement on
changes to the Flight Attendant Contract that will provide
United with $412 million in savings over the next 5-1/2 years.
This tentative agreement achieves the airline's goal of getting
the cost savings it needs from the Flight Attendants to obtain
approval of the Air Transportation Stabilization Board for a
loan guarantee, gain access to capital markets, and keep the
airline out of bankruptcy.

The Recovery Plan tentative agreement, reached early Saturday
morning, Nov. 9, was presented to the members of the AFA United
MEC on Saturday and Sunday.  The MEC voted unanimously Sunday to
endorse the Recovery Plan tentative agreement.  It is being sent
to the Flight Attendants for ratification by November 30, 2002.

"These Flight Attendant sacrifices will enable our airline to
obtain the ATSB loan guarantee, avoid bankruptcy, and return our
airline to premier status in airline industry," said AFA United
MEC President Greg Davidowitch. "The Recovery Plan tentative
also provides the Flight Attendants with a return on our
investment in United in the form of profit-sharing and stock
options."

Details will not be released until the Flight Attendants get a
chance to review the tentative agreement.

More than 50,000 Flight Attendants, including the 26,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union. Visit its Web site at
http://www.unitedafa.org


US AIRWAYS: Institutional Creditors File Claim Intention Notices
----------------------------------------------------------------
Eight parties have filed documents with the Court outlining
their claimholder status or their claims intentions against the
Estate of US Airways Group Inc., and its debtor-affiliates:

1) Property Management Inc., as agents for Colonital Building
   Associates, is a Substantial Claimholder of the Debtors.
   James P. Stephens, Jr., CPM President, tells the Court that
   his firm has claims in the aggregate principal amount of
   $1,396.58 against the Debtors.

2) Phoenix Life Insurance Company notifies the Court that it is
   a Substantial Claimholder.  Michael E. Haylon, Phoenix
   Executive Vice President, relates that his firm beneficially
   owns claims in the aggregate amount of $62,903,915.58, plus
   undetermined amounts for arrears and other fees.

3) Several disparate parties filed an anti-trust lawsuit against
   several major airlines of the U.S.  The District Court,
   Eastern District of Michigan, on May 16, 2002, certified the
   Plaintiffs' motion to allow the case to proceed as a class
   action.  The Anti-trust Classes may have become a Substantial
   Claimholder against US Airways Group.  From May 18, 1995 to
   the present, the Anti-trust Classes became the beneficial
   owner of claims against the Debtors exceeding $950,000,000.
   This amount reflects claims for damages that are continuing
   to accrue and may be trebled by law.

   Geoffrey L. Silverman, Esq., at Shefferly, Silverman &
   Morris, relates that the identity of all the class members
   and the dates and amounts of damages incurred are not yet
   ascertained, but are within the Debtors' knowledge and
   control.  The amount of the claim has been ascertained and
   testified to by experts in the consolidated proceedings of
   the Anti-trust Litigation.

4) Kreditanstalt fr Wiederaufbau informs Judge Mitchell that it
   beneficially owns claims in the aggregate principal amount of
   at least $368,030,940.14 against the Debtors.  KfW is
   represented by Wilbur F. Foster, Esq., at Milbank, Tweed,
   Hadley & McCloy.

5) Wachovia Bank, formerly known as First Union, solely as
   Trustee and not in its individual capacity, is a Substantial
   Claimholder.  As Trustee, Wachovia holds claims in the
   principal amount of $135,532,472 against Debtors.  Richard M.
   Kremen, Esq., at Piper Rudnick, is providing legal advice to
   Wachovia.

6) Wachovia Bank, as Owner Trustee and not in its individual
   capacity, owns claims against the Debtors in the principal
   amount of $298,759,477.  The claims are the result of 29
   lease agreements.

7) Wachovia Bank, as Equipment Trust Trustee or Indenture
   Trustee and not in its individual capacity, beneficially owns
   claims against the Debtors for $598,028,826.  The claims
   result from 41 Lease Agreements entered into between 1987 and
   1991.

8) AT&T Comcast Corporation, which will be the result of the
   merger between AT&T Broadband and Comcast, notifies the Court
   that it currently owns no claims against US Airways Group.
   AT&T Comcast proposes to purchase, acquire of otherwise
   accumulate claims against the Debtors for $174,772,859. (US
   Airways Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)


US AIRWAYS: Gets OK to Continue Mesa Regional Jet Codeshare Pact
----------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA), announced that the United
States Bankruptcy Court has approved a motion filed by US
Airways to continue the existing regional jet codeshare
agreement with Mesa.  The approval will also allow Mesa to add
20 50-seat regional jets to its existing US Airways Express
fleet.  All 20 additional regional jets are expected to be
integrated into the US Airways Express network in 2003.

"We are pleased that the court recognized the importance of
regional jets to US Airways' future," said Jonathan Ornstein,
Mesa's Chairman and Chief Executive Officer.  "We appreciate the
opportunity to further strengthen our partnership with US
Airways."

Mesa currently operates 126 aircraft with 919 daily system
departures to 147 cities, 36 states, Canada and Mexico.  It
operates in the West and Midwest as America West Express, the
Midwest and East as US Airways Express, in Denver as Frontier
JetExpress, in Kansas City with Midwest Express Airlines and in
New Mexico as Mesa Airlines.  The Company, which was founded in
New Mexico in 1982, has approximately 3,300 employees.  Mesa is
a member of Regional Aviation Partners.

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2) are trading
at 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for
real-time bond pricing.


USG CORP: Court Approves Leydig Voit as Debtor's Patent Counsel
---------------------------------------------------------------
USG Corporation and its debtor-affiliates obtained permission
from the Court to retain and employ Leydig, Voit & Mayer, Ltd.,
as Special Patent Counsel in these Chapter 11 cases,
specifically to:

     1) defend USG Interiors in patent infringement litigation
        initiated by Worthington Armstrong Venture in the
        United States District Court for the Eastern District
        of Pennsylvania; and

     2) provide other intellectual property counseling,
        and prosecution services.

     3) provide analysis, advice, and litigation regarding
        patent and other intellectual property matters,
        including, but not limited to, infringement issues.

LVM intends to charge for its legal services on an hourly basis
in accordance with its ordinary and customary rates and seek
reimbursement for actual and necessary out-of-pocket expenses,
while maintaining detailed and contemporaneous time and actual
expense records. (USG Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


US WIRELESS: Maintains Exclusive Right to File Plan until Dec. 2
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, U.S. Wireless Corporation and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gave the Debtors, until December 2, 2002, the exclusive right to
file their plan of reorganization, and until February 3, 2003,
to solicit acceptances of that Plan from their creditors.

U.S. Wireless Corporation is a research and development of
wireless location technologies, designs and implements wireless
location networks using proprietary "location pattern matching"
technology. The Company filed for chapter 11 protection on
August 29, 2001 in the U.S. Bankruptcy Court for the District of
Delaware. David M. Fournier, Esq., at Pepper Hamilton LLP
represents the Debtor in their restructuring effort. When the
Company filed for protection from its creditors, it listed
$17,688,708 in assets and $22,239,832 in liabilities.


WARNACO: Silver Sands Asks Court to Modify Store Closing Order
--------------------------------------------------------------
Silver Sands Joint Venture Partners asks the Court overseeing
the chapter 11 cases involving The Warnaco Group, Inc., and its
debtor-affiliates to reconsider its Store Closing Sale Order
with respect to the Sale Guidelines.

Patrick E. Mears, Esq., at Dickinson Wright PLLC, in Grand
Rapids, Michigan, relates that Silver Sands is the owner of a
shopping center in Destin, Florida known as the Silver Sands
Factory Stores Outlet.  The Debtors leased a space in the
Shopping Center dated as of August 1, 1994.  The Lease has
expired.

In the Store Closing Sale Order, one of the Sale Guidelines
permits the use of exterior banners to advertise these sales.
In addition, the Order prohibits the Debtor from distributing
"handbills, leaflets or other written materials consistent with
the other provisions herein to customers within three-yard area
outside the front of the Store."

However, Mr. Mears reports, the Debtors placed a large exterior
banner announcing the store closing sale on the exterior of the
Destin store.  This banner projects out over the sidewalk at the
Shopping Center and constitutes a potential safety risk to
pedestrians.  Mr. Mears points out that Section 13.02.05.02 of
the Walton County, Florida Land Development Code prohibits the
use of exterior banners like the one being used by the Debtors
in the Shopping Center.

The Debtors and its agent, Hilco Merchant Services LLC, have
employed individuals who have carried signs and handbills beyond
the three-yard limit.

Thus, Silver Sand asks the Court to modify the Store Closing
Sale Order to require the Debtors to comply with the Walton
County, Florida Land Development Code and remove the exterior
banner on the Destin store and direct the Debtors and its agents
to comply with the terms of the Store Closings Sale Order.
(Warnaco Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WESTAR ENERGY: Applauds Kansas Regulator's Order re Workout
-----------------------------------------------------------
Westar Energy, Inc. (NYSE:WR) -- whose BB+ corporate credit
rating has been placed by Standard & Poor's on CreditWatch
Negative -- is reviewing the Kansas Corporation Commission order
regarding restructuring of the company released late last week.

Upon initial review, the order appears consistent with the
commission's discussion during an administrative meeting Sept.
26, where commissioners expressed the desire to split the
regulated and unregulated assets of the company.

At this critical juncture, the commission appears to concur with
Westar Energy, Inc., that it is in the best interests of
customers, employees and shareholders for all parties to work
together to reduce the company's debt.

The commission's intent is clear. However, Westar Energy, Inc.,
will need the KCC's support and flexibility in achieving the
commission's goals. It is encouraging to us that in the order,
the commission recognizes that the company has a variety of
options to pay down debt and that each requires careful
consideration.

Westar Energy management and employees remain dedicated to and
focused on providing outstanding customer service and reliable
electric service to Kansas homes and businesses.

The Westar Energy, Inc., Board of Directors continues to give
its full and prompt attention to naming an acting chief
executive officer and president. David C. Wittig is on
administrative leave without pay from his posts as chairman,
president and CEO of the company and all director and officer
positions of affiliates of the company.

Westar Energy, Inc., (NYSE:WR) is a consumer services company
with interests in monitored services and energy. The company has
total assets of approximately $7 billion, including security
company holdings through ownership of Protection One, Inc.
(NYSE:POI) and Protection One Europe, which have approximately
1.2 million security customers. Westar Energy is the largest
electric utility in Kansas, providing service to about 647,000
customers in the state. Westar Energy has nearly 6,000 megawatts
of electric generation capacity and operates and coordinates
more than 34,700 miles of electric distribution and transmission
lines. Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa,
Okla.-based natural gas company, Westar Energy has a 44.7
percent interest in one of the largest natural gas distribution
companies in the nation, serving more than 1.4 million
customers.

For more information about Westar Energy, visit
http://www.wr.com


WHEELING-PITTSBURGH: Court Okays FTI Consulting as Fin'l Advisor
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates
sought and obtained the Court's authority to employ FTI
Consulting, Inc., the successor-in-interest to the Business
Recovery Services practice of PricewaterhouseCoopers LLP, to
continue to provide financial advisory and reorganization
consulting services to the Debtors in lieu of PwC, nunc pro tunc
to September 1, 2002.

As authorized by Judge Bodoh, PwC has been providing financial
advisory and reorganization consulting services to the Debtors
through professionals of its Business Recovery Services
practice, a product line that specializes in providing services
to parties in distressed corporate situations.

On July 24, 2002, FTI publicly announced that it had entered
into a definitive agreement to purchase the BRS Practice from
PwC and related assets and receivables.  This transaction closed
formally on August 30, 2002.  Upon the Closing, Scott H. King,
the primary PwC partner providing the Advisory Services, as well
as substantially all of the other members of the BRS Practice
team, became FTI employees.  With the Court's approval of this
Application, PwC will no longer be providing the Advisory
Services to the Debtors.

The Debtors will employ FTI under the same terms and conditions
set out in the first two previously approved PwC Application.
The current fee structure is a flat rate for all hours charged
by PwC professionals. This hourly rate was set at $350 per hour
in the Second PwC Application, with adjustments to that rate to
be made annually.  The current hourly rate is $370 per hour.

The accounting and tax services authorized in the Original
Application to be provided by PwC are unaffected by this
Application and will continue to be performed by PwC.

Scott H. King, a partner in FTI, assures Judge Bodoh that FTI is
a "disinterested person" as that term is defined in the
Bankruptcy Code. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WISER OIL COMPANY: Will Hold Q3 2002 Conference Call Tomorrow
-------------------------------------------------------------
The Wiser Oil Company (NYSE:WZR) -- whose June 30, 2002 balance
sheets show a working capital deficit of about $14 million --
will hold a conference call to discuss the Company's third
quarter 2002 results tomorrow, Nov. 13, 2002, at 10:00 a.m.
Central Standard Time (11:00 a.m. Eastern Standard Time). The
third quarter 2002 results will be announced today, Nov. 12,
2002.

To participate in the conference call, dial 800/446-1671,
passcode: 6457391 or host: Mr. Hickox, call title: Third Quarter
2002 Results, 5 to 10 minutes prior to scheduled start time. If
you are unable to participate, a replay of the call will be
available one hour after the conference has concluded on
Wednesday, Nov. 13, 2002 through Friday, Nov. 22, 2002 by
dialing 888/843-8996, passcode: 6457391.

The call will be simultaneously broadcast live over the Internet
on vcall.com at http://www.vcall.com A replay of the webcast
will be available on vcall through Friday, Nov. 29, 2002.


WORLDCOM INC: Verestar Gets Stay Relief to Setoff Obligations
-------------------------------------------------------------
Verestar, Inc., sought and obtained relief from the automatic
stay to effect a setoff with respect to mutual prepetition debts
with Worldcom Inc., and its debtor-affiliates.  The Debtors are
indebted to Verestar prepetition for $816,921.75 while Verestar
is indebted to the Debtors prepetition for $595,858.87.  Thus,
after giving effect to the setoff, the Debtors will have a
$221,062.88 prepetition liability to Verestar.

The Court also authorizes Verestar to effect a setoff of mutual
postpetition liabilities pursuant to Section 553 of the
Bankruptcy Code.  As of September 20, 2002, Debtors owed
Verestar $1,928,524.94, for postpetition services, while
Verestar also owed Debtors $651,113.23 for postpetition
services.  After giving effect to the setoff of postpetition
liabilities, the Debtors are indebted to Verestar for
$1,277,411.71, which the Court orders will be considered as an
allowed administrative expense against the Debtors' estate.

Steven A. Soulios, Esq., at Ruta & Soulios LLP, in New York,
informs the Court that Verestar is in the business of providing
and selling digital, satellite telecommunications services,
including satellite uplinking, downlinking, terrestrial fibre
and loops, long distance telephone and Internet connectivity or
bandwidth.  In connection with its business operations, Verestar
similarly purchases circuits and bandwidth and other
telecommunications services from other telecommunications
providers and resellers that facilitate voice and data
communications services.

Prior to the Petition Date, Verestar and the Debtors provided to
each other, on a reciprocal and mutually beneficial basis,
certain services.  The course of dealings established by the
parties with respect to the reciprocal relationships was
conducted on negotiated terms as memorialized in various
contracts by and between Verestar and its affiliates and
subsidiaries.

On February 28, 2002, Verestar and MCI WorldCom Communications,
Inc. executed a Digital Master Service Agreement, which only
addressed that aspect of the relationship in which Verestar
purchases services from Debtors.  Pursuant to the Master
Agreement, Verestar agreed to purchase from Debtors circuits,
which enabled long distance voice and data communications,
including Internet connectivity services.  The Master Agreement
has a three-year term.  The Master Agreement was intended to be
a forward-looking agreement that recognized the prior
arrangement under which the various subsidiaries and affiliates
of Verestar did business with Debtors, and henceforth
centralized the relationship in light of Verestar's
consolidating ownership.

The Court recognizes that the postpetition services provided by
Verestar are necessary and beneficial to the administration and
rehabilitation of Debtors' estate.

Judge Gonzalez directs the Debtors to pay to Verestar without
further delay $1,277,411.71 in satisfaction of the
administrative expense.  The Court also orders the Debtors to
assume or reject the Verestar Agreements no later than October
31, 2002. (Worldcom Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports, Worldcom Inc.'s 11.25% bonds due 2007
(WCOM07USR4) are trading at 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


XCEL ENERGY: Receives Temporary Equity Ratio Waiver from SEC
------------------------------------------------------------
Xcel Energy (NYSE:XEL) received a temporary waiver from the
Securities and Exchange Commission requirement that the
company's common equity be at least 30 percent of its total
consolidated capitalization, including short-term debt.

The SEC waiver reduces the requirement to 24 percent through
March 2003.

"This waiver gives us the financial flexibility we wanted as we
approach the expiration of our $400 million credit line," said
Dick Kelly, Xcel Energy's chief financial officer. "We now have
the option to complete renegotiation of our existing credit line
or execute alternative plans."

Under the Public Utility Holding Company Act of 1935, compliance
with the 30 percent common equity test is a condition to engage
in financing transactions by Xcel Energy at the parent company
level. On June 30, 2002, the ratio stood at 31 percent.

NRG Energy, Xcel Energy's wholly owned subsidiary, will take
write-downs on various projects that will reduce Xcel Energy's
equity ratio to below 30 percent during the third quarter.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
provides a comprehensive portfolio of energy-related products
and services to 3.2 million electricity customers and 1.7
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis. More
information is available at http://www.xcelenergy.com

NRG Energy, a wholly owned and unregulated subsidiary of Xcel
Energy, develops and operates power generating facilities. NRG's
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.


XCEL ENERGY: Pays Down $400-Million Bank Line Due Nov. 8, 2002
--------------------------------------------------------------
Xcel Energy has paid down a $400 million, 364-day bank line that
came due Friday last week. Funds to pay down the line came from
cash at the Xcel Energy holding company plus funds from a new
financing.

"We would have preferred to renegotiate our existing bank line,
but we're in a difficult market for bank financing because a
number of banks are facing losses on loans to the independent
power sector," said Dick Kelly, Xcel Energy chief financial
officer. "Consequently, several weeks ago we began to develop
contingency plans."

Kelly said one of the bank lenders has a relatively large
exposure to subsidiary NRG Energy but was a small participant in
Xcel Energy's $400 million bank line.

"This bank tried to leverage its position in the Xcel Energy
facility, demanding among other things that Xcel Energy make
various financial commitments to NRG in exchange for approval of
a renegotiated bank line," Kelly said. He added that the other
banks were willing to accept reasonable terms.

When Xcel Energy reached an impasse in negotiations it elected
to switch to one of its contingency plans. "The new financing
gives us a lot of flexibility at an attractive interest rate,"
said Kelly. "We will describe specific terms of the new
financing in an 8K we intend to file on November 12."

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
provides a comprehensive portfolio of energy-related products
and services to 3.2 million electricity customers and 1.7
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis. More
information is available at http://www.xcelenergy.com


XCEL ENERGY: Fitch Places Ratings on Watch Negative
---------------------------------------------------
Fitch Ratings has placed the ratings of Xcel Energy Inc., and
its subsidiaries Northern States Power MN, Northern States Power
WI, Southwestern Public Service Co., and Public Service Co., of
Colorado on Rating Watch Negative.

The Rating Outlook for Xcel had previously been Negative as of
July 30, 2002. At that time Fitch had lowered the ratings of
Xcel to reflect concerns over the impact of severe credit
challenges at subsidiary NRG Energy Inc., (not rated by Fitch)
and liquidity concerns at the parent level. The Rating Watch
Negative assigned relates to further concerns over Xcel's short-
term liquidity, following the maturity of its $400 million bank
revolving credit line on November 8, 2002. Fitch notes that Xcel
continues to have several avenues available to increase
liquidity, and benefits from its ownership of subsidiaries with
a strong regulated utility base, but will monitor the parent's
ability to attract funding to replace the depletion of available
liquidity. The $400 million committed facility at the parent
level, due to expire Friday [last week], was paid down and has
not been renewed. As Xcel maintained c. $340 million in cash
balances prior to the expiry of this facility, Xcel has been
obliged to seek alternative sources of funding to repay the
balance beyond cash held on drawings under the facility. The
ability of Xcel to fund this portion and generate additional
liquidity at the parent level was thus dependent upon receipt of
additional funding. Xcel's ability to access additional funding
has been hampered by the need for a waiver from the Securities
and Exchange Commission for the requirement to maintain an
equity ratio of 30%. Xcel received this waiver on November 7,
2002, and, in addition, is taking steps with regard to its
interest in NRG Energy Inc. which are likely to restore Xcel's
equity ratio in the near-term. Fitch does not regard the equity
ratio as a significant credit indicator in itself, but
acknowledges the significance of the waiver requirement for
Xcel's ability to raise capital.

Following receipt of this waiver, Xcel has negotiated a
financing with a private investor group. Xcel intends to
describe the financing in an 8K, which it intends to issue on
November 11. The proceeds of the offering, , have been disbursed
this afternoon, allowing Xcel to meet the repayment of the
syndicated bank facility. Liquidity at the parent level now
amounts to c. $40 million. Alternative sources of funding for
the holding company include (1) receipt of additional funding
from the facility, which is agreed but subject to satisfaction
of certain further conditions; (2) funds from a pipeline
disposal, amounting to $112 million (plus $50 million in assumed
debt); (3) a new bank facility, which in current market
conditions, Fitch considers is unlikely to have a maturity
beyond one-year and/or (4) receipt of quarterly dividends
upstreamed from utility subsidiaries.

The Viking pipeline disposal has already been agreed with
acquirer Northern Border Partners, L.P. (senior unsecured debt
rated 'BBB+' by Fitch), and receipt of funds is anticipated by
year-end 2002. The upstreaming of a reasonable level of
dividends from the utility subsidiaries, while facing no
significant legal or regulatory obstacles, does face practical
obstacles in addressing regulatory and investor concern over the
stand-alone health of the regulated utilities. The utility
subsidiaries currently have combined cash balances of c. $1.5
billion, and are projected to generate material free cash flow
of over $400 million during 2003, although c. $1.1 billion of
committed facilities at the subsidiary level will expire through
February, June and August 2003. Extension of additional bank
facilities to the holding company, most likely shorter-term,
from the bank community may require further negotiation, during
which time Xcel's liquidity will remain under pressure.

Xcel have indicated that liquidity needs over the next month are
modest, primarily a $25 million interest payment due in early
December 2002. Xcel has stated that it does not see significant
additional near-term liquidity needs in collateral for its own
trading business or as a result of the guarantee extended to
coal and gas purchase arrangements at troubled subsidiary NRG
Energy. The settlement of a restructuring of NRG Energy Inc.
may, however, involve an injection of up to $300 million by Xcel
as part of the settlement with creditors. While any such
payment, were it to be made, would likely fall in 2003, the
overhang of this potential obligation will continue to pressure
liquidity at the holding company, not least as Xcel seeks to
access new sources of capital.

Should Xcel successfully negotiate additional committed
facilities at the parent level or manage alternative additional
liquidity , the ratings are likely to be removed from Rating
Watch and return to a Negative Outlook.

           Ratings affected by the rating action are:

                      Xcel Energy Inc.

      -- Senior unsecured debt 'BB+';

             Northern States Power Company-MN

      -- First mortgage bonds and secured pollution control
         revenue bonds 'BBB+';

      -- Senior unsecured debt and unsecured pollution control
         revenue bonds 'BBB';

      -- Trust preferred stock 'BBB-';

      -- Commercial paper 'F2';

            Northern States Power Company-WI

      -- First mortgage bonds 'BBB+';

      -- Senior unsecured debt and unsecured shelf ratings
         'BBB';

          Southwestern Public Service Company

      -- First mortgage bonds 'BBB+';

      -- Senior unsecured debt 'BBB';

      -- Commercial paper 'F2';

         Southwestern Public Service Capital I

      -- Trust preferred stock 'BBB-';

         Public Service Company of Colorado

      -- First mortgage bonds 'BBB+';

      -- Senior unsecured notes 'BBB';

      -- Preferred stock 'BBB-';

      -- Commercial paper rating 'F2';

All entities have been placed on Rating Watch Negative.

Xcel Energy Inc., is the holding company for six electric
utility companies that serve electric and natural gas customers
in 12 states, together with two transmission companies and two
natural gas pipelines. Xcel also owns a number of non-regulated
businesses, the largest of which is NRG Energy, Inc.


XCEL ENERGY: Selling Viking Gas Assets to Focus on Core Ops.
------------------------------------------------------------
An agreement reached by Xcel Energy (NYSE:XEL) to sell
subsidiary Viking Gas Transmission Company and Viking's one-
third interest in Guardian Pipeline to Northern Border Partners,
L.P., (NYSE:NBP) reflects Xcel Energy's continuing focus on its
core utility business, according to Dick Kelly, the company's
chief financial officer.

"We've been pleased with Viking's financial performance and the
contributions of its employees to make it a successful company,"
Kelly said. "However, we do not have enough scale in the gas
transmission business to realize the full potential of Viking.
This sale is consistent with our intent to focus on our core
electric and gas distribution businesses."

Northern Border Partners would purchase all of the common stock
of Viking from Xcel Energy for approximately $152 million,
including the assumption of outstanding debt. The purchase is
expected to close by year-end 2002, subject to receipt of all
necessary approvals. Xcel Energy was advised by Credit Suisse
First Boston.

The Viking system is a 671-mile interstate natural gas pipeline
extending from Emerson, Manitoba, to Marshfield, Wis. Guardian
Pipeline is a 141-mile interstate natural gas pipeline system
with a scheduled in-service date of December 2002. It will
transport gas from Joliet, Ill., to a point west of Milwaukee,
Wis.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
provides a comprehensive portfolio of energy-related products
and services to 3.2 million electricity customers and 1.7
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis. More
information is available at http://www.xcelenergy.com

DebtTraders says that Xcel Energy Inc.'s 7.0% bonds due 2010
(XEL10USR1) are trading at 76 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for
real-time bond pricing.

                          *********

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.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2002.  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 $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***