TCR_Public/021114.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 14, 2002, Vol. 6, No. 226    

                          Headlines

360NETWORKS: Emerges from Chapter 11 and CCAA Protection
360NETWORKS: Court Approves POP Site Sale Bidding Procedures
AGRILINK FOODS: First Quarter 2003 Results Show Improvement
AMERIGON INC: Reports Improved Performance for Third Quarter
AMES DEPARTMENT: Gets Okay to Pay $1.4 Mill. Shaw's Break-Up Fee

ANC RENTAL: Court Fixes January 14, 2003 as Claims Bar Date
ARMSTRONG HOLDINGS: Overview of AWI's Proposed Chapter 11 Plan
BANYAN STRATEGIC: Net Assets in Liquidation Narrows to $9 Mill.
BCE INC: Plans to Complete Bell Canada Purchase Early Next Month
BETHLEHEM STEEL: Wants to Restructure Columbus Coating's Loan

CABLETEL COMMS: Gross Profit Climbs on Lower Sales in Q3 2002
CARECENTRIC INC: Net Capital Deficit Widens to $16MM at Sept. 30
CHAMPLAIN: Run-Off Status Prompts S&P to Lower & Withdraw Rating
CHARMING SHOPPES: Will Publish Third Quarter Results on Nov. 21
CJF HOLDINGS: Chapter 7 Trustee Gets Nod to Hire Young Conaway

COLONIAL ADVISORY: S&P Junks Class B Notes Rating
CONDOR TECHNOLOGY: Board Adopts Plan of Complete Liquidation
CRUSADER INSURANCE: S&P Slashes Financial Strength Rating to Bpi
DIGEX INC: September 30 Balance Sheet Upside-Down by $2.5 Mill.
DVI INC: S&P Changes Outlook to Negative over Refinancing Issues  

ENRON CORP: UBS AG Sues ENA to Recover $7-Million Transfer
FERTINITRO: Fitch Junks Rating on $250-Million Secured Bonds
GENERAL CHEMICAL: Reports Marked Improvement in Q3 2002 Results
GENTEK INC: U.S. Trustee Appoints Unsecured Creditors' Committee
GLOBAL CROSSING: Proposes Uniform Contract Assumption Procedures

GRAHAM PACKAGING: Adjusted EBITDA Climbs 16% in Third Quarter
HAYES LEMMERZ: Seeks Nod to Renew AFCO Insurance Financing Deal
IN STORE MEDIA: Files for Chapter 11 Reorganization in Colorado
INTEGRATED HEALTH: Court Approves IHS Replacement DIP Facility
INTEREP NAT'L: S&P Affirms CCC+ Rating & Revises Outlook to Pos.

IT GROUP: Maintains Plan Filing Exclusivity Until January 23
J.C. PENNEY: Will Open Two More Eckerd Stores in Georgia
KAISER ALUMINUM: Third Quarter 2002 Net Loss Reaches $83 Million
KMART CORP: Has Until February 25 to Remove Prepetition Actions
KNOLOGY INC: Closes $39M Equity Investment and Debt Workout Deal

LA QUINTA: Signs-Up Rufus Schriber to Lead Marketing Initiatives
LERNOUT & HAUSPIE: Plan's Classification and Treatment of Claims
LEVI STRAUSS: S&P Downgrades L-T Corporate Credit Rating to BB-
METALS USA: Gets Court Nod to Estimate Unliquidated Foam Claims
MILACRON INC: Consolidating 2 Plastics Technologies Businesses

MONARCH DENTAL: Continues Talks with Lenders re Proposed Merger
NASH FINCH: Fitch Places Low-B Ratings on Watch Negative
NATIONAL STEEL: Wants to Sell Indiana Port Assets for $4.5 Mill.
NETWORK COMMERCE: Mark Terbeek Resigns from Board of Directors
NORTEL NETWORKS: Wins $65-Mill. Supply Agreement with Cox Comms.

NORTEL NETWORKS: Declares Series 8 Preferred Fixed Dividend Rate
NOVO NETWORKS: Entry of Final Decree Delayed through June 1
NTELOS INC: S&P Junks Corp Credit Rating & Puts it on Watch Neg.
OWENS CORNING: Seeks Approval to Expand Ernst & Young Engagement
PG&E NATIONAL: Lenders to Fund La Paloma Construction Project

PHILIP SERVICES: Narrows Operating Loss to $1.2M in Sept Quarter
PHYAMERICA: Intends to Restructure Debt with National Century
PRECISION SPECIALTY: US Trustee Pushes for Chapter 7 Liquidation
PRIMUS TELECOMMS: Acquires Windsor Ontario Business ISP WINCOM
RELIANCE GROUP: Plan Filing Exclusive Period Moved Until March 4

R.H. DONNELLEY: S&P Assigns BB Sr. Sec. Rating to $1.5B Facility
ROBECO CBO: S&P Hatchets Class D & E Ratings to Lower-B Level
RURAL CELLULAR: Narrows Net Capital Deficit to $34MM at Sept. 30
RUSH ENTERPRISES: Plans to Divest D&D & John Deere Dealerships
SBA COMMS: S&P Junks Corp. Credit Rating over Covenant Concerns

SIMULA: Pursuing Balance Sheet Refinancing Talks with Bankers
SINCLAIR BROADCAST: Will Make Distributions on 11-5/8% HYTOPS
SL INDUSTRIES: Applauds Decision in Case against Eaton Aerospace
SMARTSALES INC: Perry Krieger Appointed as Bankruptcy Trustee
SPARKLING SPRING WATER: S&P Places B Ratings on Watch Positive

STOCKGROUP INFO.: Reports Improved Results for Third Quarter
TANDYCRAFTS INC: Court Fixes December 4 Admin. Claims Bar Date
TELESYSTEM: Woos Lenders to Extend Credit Facility Beyond Dec 15
TELIGENT: Court Fixes November 15 Gen. & Admin. Claims Bar Date
TENDER LOVING CARE: Voluntary Chapter 11 Case Summary

TRIMAS CORP: Third Quarter Net Loss Slides-Up to $4.2 Million
UNION ACCEPTANCE: Hosts Reorg. Plan Update Conference Call Today
US AIRWAYS: Seeks Nod to Assume and Enter Indemnification Pacts
USA BIOMASS: Court Confirms Reorganization Plan
VISKASE COMPANIES: Files for Prepack. Chapter 11 Reorganization

VISKASE COMPANIES: Voluntary Chapter 11 Case Summary
WASTE SYSTEMS: Wants More Time to File Final Report Until May 14
WISER OIL: Working Capital Deficit Tops $11 Million at Sept. 30
WORLD HEART: September Balance Sheet Upside Down by C$35.4 Mill.
WORLDPORT: Continues Review of Options Including Liquidation

WYNDHAM INT'L: Sells Ramada Nashville Assets for $8.4 Million

* Lindenwood Offers Financing Solutions to Underperforming Firms

* William Peters Joins O'Melveny & Myers LLP as Partner

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: Emerges from Chapter 11 and CCAA Protection
--------------------------------------------------------
360networks Corporation announced that its plan of
reorganization has become effective and it has successfully
emerged from Chapter 11 protection in the US and CCAA protection
in Canada.

During its restructuring, 360networks completed the lighting of
its US and Canadian footprint, successfully grew its monthly
recurring revenue from lit services, including wavelengths and
private lines, and dramatically reduced its monthly recurring
expenses. 360networks will emerge with more than US$100 million
of cash and US$215 million of bank debt (reduced from the
Company's pre-filing debt level of approximately US$2.7
billion). Given its strong liquidity position, the Company's
business plan does not anticipate requiring additional capital
prior to its debt maturing in five years.

"We are excited to move past the restructuring phase and focus
on delivering our advanced service offerings to our customers,"
said Greg Maffei, 360networks' chief executive officer. "We are
well funded, optimistic about our position, and are anxious to
take part in the on-going reshaping of the telecommunications
industry."

With emergence, Greg Maffei will become chairman and CEO and
Jimmy Byrd will become president. The Company's new board of
directors will consist of:

     - S. Dennis Belcher - former executive vice president,
       credit and risk management of The Bank of Nova Scotia

     - William T. Brock - former deputy chairman of TD Bank
       Financial Group

     - Michael W. Brown - former CFO of Microsoft Corporation            
       and former chairman of the Nasdaq Stock Market

     - George T. Haymaker, Jr. - non-executive chairman of
       Kaiser Aluminum and Safelite Glass

     - Gregory B. Maffei - chairman and CEO, 360networks
       Corporation

     - Wilbur L. Ross, Jr. - founder and chairman of WL Ross &
       Co.

     - David R. Van Valkenburg - chairman of Balfour Associates
       and former executive vice president, MediaOne and CEO of
       Telewest

360networks previously announced that WL Ross & Co. LLC, a
leading private equity firm, had purchased debt securities of
360networks that represent approximately 10% of the new equity
and 13% of the new bank debt, and that 360networks and WL Ross &
Co. are partnering to consider acquisitions in the
telecommunications industry.

The Company's equity will be held by 360networks' pre-filing
secured lenders and unsecured trade creditors and by the
Company's employees. 360networks expects to list its common
stock on the Nasdaq and the TSE upon the completion of a
registration statement in early 2003.

360networks offers telecommunications services and network
infrastructure in North America to telecommunications and data
communications companies. The Company's optical mesh fiber
network is one of the largest and most advanced on the
continent, spanning approximately 25,000 miles (40,000
kilometers) and connecting 48 major cities in Canada and the
United States.


360NETWORKS: Court Approves POP Site Sale Bidding Procedures
------------------------------------------------------------
Judge Gropper approves the Bidding Procedure to govern the Sale
of 360networks inc., and its debtor-affiliates' Dallas POP Site.  
Moreover, the Court rules that:

    (a) the Sale Hearing will be held on December 3, 2002 at
        11:00
        a.m.;

    (b) the Debtors are authorized and directed to pay the
        Expense Reimbursement to Highgate Holdings, Inc., when
        payable;

    (c) the Debtors are directed to serve a notice to all
        parties-in-interest regarding the December 9, 2002
        Telecom Administrative Bar Date by not later than
        November 13, 2002;

    (d) any creditor, except professionals retained in these
        cases, asserting an administrative expense claim against
        Telecom must file a proof of claim by December 9, 2002.
        Otherwise, the claimant will be forever barred, estopped
        and enjoined from asserting a claim against Telecom; and

    (e) objections to the Sale Motion must be filed with
        the Court by November 27, 2002.

As proposed, Bidding Procedures are:

1. Any party wishing to submit a competing bid for the Purchased
   Assets must submit the offer, in writing, to:

   (a) Shelley C. Chapman, Esq., Willkie Farr & Gallagher, in
       New York;

   (b) Barry Gilbert, 2401 4th Avenue, Suite 1100, Seattle,
       Washington 98121; and

   (c) Highgate Holdings, Inc. 545 E. John Carpenter Freeway,
       Irving, Texas.

   The bid will be submitted no later than 12:00 noon, Eastern
   Standard Time, on the date that is the first business day 10
   days after the service of notice of the proposed sale under
   the Procedures Order;

2. To be considered as a "Qualified Bidder" the party must
   accompany the written offer with:

   (a) the identity of the potential bidder an of an officer or
       authorized agent who will appeal on behalf of the bidder;
       and

   (b) evidence, satisfactory to the Debtors, of the bidder's
       financial and operational ability to complete the
       transaction or transactions contemplated by the offer and
       satisfy the requirements of the Bankruptcy Code with
       respect to proposed transaction or transactions.  In
       addition, unless the Debtors, in their sole discretion,
       agree otherwise, the party must bring to the Auction a
       certified check payable to the Debtors in the amount
       equal to 10% of their bid to be held by counsel to the
       Debtors without interest.  The sum will be credited to
       the purchase price if the bidder is a successful bidder
       or, if not, returned to the potential bidder.  In the
       event that the successful bidder does not close, this
       earnest money deposit will be retained as liquidated
       damages and the Debtors will seek to close with the next
       highest bidder;

3. In the event that an offer is received from a Qualified
   Bidder, the Debtors will provide notice to:

    (a) counsel to the Creditors' Committee;

    (b) counsel to the Prepetition Agent;

    (c) the Office of the United States Trustee for the Southern
        District of New York;

    (d) Highgate; and

    (e) all Qualified Bidders submitting a bid,

   of the time and place an auction will be conducted to
   consider any and all bids.  Any Qualified Bidder may appeal
   and bid for the Property;

4. Subject to further Court order, these requirements apply to
   all competing offers:

    (a) all bidders must agree to be bound by the terms of the
        Purchase Agreement, including the purchase of the
        Purchase Assets;

    (b) all bidders must provide adequate assurance of their
        ability to perform under all portion of the Purchase
        Agreement, both from a financial and operating point of
        view;

    (c) all competing bidders must submit an opening bid
        providing for an initial increase from the Proposed
        Purchase Price set for the agreement of a minimum of
        $6,600,000 with successive bids by any party thereafter
        increasing the bid over previous bids by $50,000
        increments;

    (d) competing bids will not be conditioned on the outcome of
        unperformed due diligence by the bidder or any financing
        contingency; and

    (e) Highgate will be permitted to bid and submit a higher
        offer.

   Consistent with the Purchase Agreement, bidders may elect to
   purchase either the Property directly or the Debtors'
   interests in Telecom;

5. Subject to further Court order, all bidders must deliver with
   their bid a marked copy of the Purchase Agreement containing
   only conforming changes and in form ready for execution by
   the Debtors;

6. Each offer made or deemed to be made, including the offer set
   forth in the Purchase Agreement, will remain open and
   irrevocable until the earliest to occur of:

    (a) 30 days after the entry of the Sale Order and the
        dissolution of any stays of the order;

    (b) 48 hours after the withdrawal of the Property for sale;
        or

    (c) 48 hours after consummation of a transaction involving
        any other bidder.

   All bids will expressly acknowledge and agree to this
   provision;

7. The Debtors reserve the right to:

   (a) determine at their discretion which offer, if any, is the
       highest and best offer; and

   (b) reject at any time prior to entry of a Court order
       approving the offer, any offer that the Debtors, in
       their sole discretion and without liability deem to be:

        -- inadequate or insufficient;

        -- not in conformity with the requirements of the
           Bankruptcy Code, the Bankruptcy Rules, the Local
           Bankruptcy Rules or the terms and conditions of the
           Purchase Agreement or the procedures set forth
           therein or herein; or

        -- contrary to the best interests of the Debtors and
            their estates.

   The Debtors will have no obligation to accept or submit for
   Court approval any offer presented at the Auction and the
   Debtors reserve the right, in their sole discretion, to
   withdraw this Motion if they determine that a sale of
   the Property other than pursuant to this Motion is in the
   best interests of their estates; and

8. If no offer is received from a Qualified Bidder, no Auction
   will be conducted and the Debtors will sell the Property to
   the Highgate Entities pursuant to the Sale Order. (360
   Bankruptcy News, Issue No. 37 & 38; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)    


AGRILINK FOODS: First Quarter 2003 Results Show Improvement
-----------------------------------------------------------
Agrilink Foods, whose corporate credit rating is affirmed by
Standard & Poor's at B+, reported its first quarter results.

Operating earnings from continuing operations increased 24
percent, or $3.3 million, to $17.6 million from $14.3 million in
the prior year.  Agrilink Foods' results were positively
impacted by actions taken throughout the last year to improve
margins and lower fixed costs and by the carryover effects of a
more favorable harvest in calendar 2001 versus 2000.

Net sales for the first quarter of fiscal 2003 were
approximately $208.1 million, which represented a decline of
$35.5 million or 15 percent. Virtually all of this decline can
be attributed to the vegetable segment where non-branded and
branded net sales declined $20.6 million and $13.0 million,
respectively.  The non-branded decline largely is a result of
the company's prior decision to exit two non-branded co-pack
agreements.  The branded decline was a result of category
declines, increased competitive pressures in the skillet meal
segment and slotting costs associated with the launch of the
Company's new frozen soup offering, Birds Eye Hearty Spoonfuls.

Agrilink's interest expense for the first fiscal quarter of 2003
was approximately $4.6 million lower than the prior year,
reflecting the $140 million reduction in net debt from Vestar
Capital Partners' August 19, 2002, equity investment, reduced
working capital borrowings and a lower overall interest rate
environment.

"We are very pleased with the results and activities of our
first quarter," said Agrilink Foods chairman, president and CEO
Dennis M. Mullen. "This has been an important period for
Agrilink.  Not only did we receive an equity infusion from
Vestar, allowing us to significantly reduce debt, but we
successfully launched our newest product innovation, Birds Eye
Hearty Spoonfuls frozen soup.  And, as our financial results
clearly indicate, we've continued to show improvements in our
operating margins.  Going forward, we are confident that the
combination of these significant factors solidly position us for
long term growth."

Rochester-based Agrilink Foods, with sales of approximately $1.0
billion annually, processes fruits and vegetables in 30
facilities across the country. Familiar brands in the frozen
aisle include Birds Eye, Birds Eye Voila!, Birds Eye Simply
Grillin,' Birds Eye Hearty Spoonfuls, Freshlike and McKenzie's.
Other processed foods marketed by Agrilink Foods include canned
vegetables (Freshlike and Veg-All); pie fillings (Comstock and
Wilderness); chili and chili ingredients (Nalley and Brooks);
salad dressings (Bernstein's and Nalley) and snacks (Tim's,
Snyder of Berlin and Husman's).  Agrilink Foods also produces
many of these products for the private label, food service and
industrial markets.


AMERIGON INC: Reports Improved Performance for Third Quarter
------------------------------------------------------------
Amerigon Incorporated (Nasdaq: ARGN) announced its third quarter
and nine-month results for the period ended September 30, 2002,
with revenues almost tripling in this year's third quarter from
the year-earlier period and up more than 78 percent from the
first nine months of last year.  According to CEO Oscar (Bud)
Marx, the increase in revenues for both periods was due to
continued strong demand for the Company's proprietary Climate
Control Seat(TM) system in current vehicle programs and the
commencement of shipments of CCS for use as an option in four
additional vehicles -- the 2003 Infiniti Q45 and M45 luxury
vehicles, the 2003 Lincoln Aviator mid-size luxury Sports
Utility Vehicle and the 2003 Ford Expedition Eddie Bauer Edition
full-size SUV.

Revenues for the 2002 third quarter increased to $4.5 million
from revenues in the year-earlier period of $1.5 million.  The
net loss for the third quarter of this year declined to $1.4
million from the net loss of $1.8 million for the third quarter
of 2001.  This year's third quarter revenues rose 59 percent
from the $2.8 million reported in the second quarter of 2002.

Marx commented, "During the third quarter and throughout this
year we have made significant progress in increasing the number
of vehicles that offer CCS and in starting new programs with
additional automobile and seat manufacturers.  Our progress can
be measured by new vehicle introductions from Ford and Lincoln
and by the announcement of our relationship with Nissan's
Infiniti Group earlier this year and the introduction of CCS on
two of its top-of-the-line luxury vehicles, the Q45 and M45.  
And, just last week we announced that CCS will be offered in two
new vehicles; one from General Motors and one from Lincoln.

"Establishing a relationship with General Motors is an important
breakthrough for us," Marx added.  "We kicked off our first
program with them with the announcement that Cadillac has
selected CCS to be included as a standard feature in its new
2004 Cadillac XLR, which will be in dealer showrooms in the
spring of 2003.  The second vehicle we announced last week is
the 2003 Lincoln LS luxury sedan, which is expected to be in
dealer showrooms by the end of this year.  We now have four
major automobile manufacturers that have made commitments to CCS
and with last week's announcements, the total number of
announced vehicles with CCS has risen to nine."

Through the first nine months of 2002, the Company shipped more
than 131,000 units of its CCS system compared to 76,000 units
for the same period last year.

"We remain on track to more than double our revenues this year
compared to 2001 and are committed to attaining a profitable run
rate in 2003," Marx added.  "We believe there are a number of
additional new vehicles that will commit to offering CCS in
2003, and we expect to be well positioned to generate sufficient
volume to achieve breakeven results and subsequent profitability
on an on-going basis by the second half of next year."

For the nine months ended September 30, 2002, revenues rose to
$8.8 million, with a net loss of $5.2 million, compared to
revenues of $5.0 million, with a net loss of $5.4 million for
the year-earlier period.  Gross margins for the 2002 third
quarter and first nine months were 23.3 percent and 22.3
percent, respectively, up from 15.0 percent and 15.6 percent,
respectively, for the year-earlier periods.

Vehicles currently being shipped that offer CCS include the
Lincoln Navigator SUV, Ford Expedition Eddie Bauer SUV, Lincoln
Aviator mid-size luxury SUV, Lexus LS 430 and Toyota Celsior and
the Infiniti Q45 and M45 luxury automobiles.  Amerigon is
continuing to market CCS to virtually every major vehicle
manufacturer and seat supplier worldwide and currently has
active development programs on more than 20 additional vehicle
platforms.

Research and development expenses for the third quarter and nine
month period ended September 30, 2002, increased 3 percent and 7
percent, respectively, over year earlier periods due primarily
to an increase in the pace of the thermoelectric technology
development efforts at the Company's subsidiary, BSST, LLC, and
prototype costs associated with the Company's next generation
CCS design.  BSST is engaged in a program to improve the
efficiency of thermoelectric devices and develop products based
on this new technology.

Selling, general and administrative expenses for the third
quarter and nine month period ended September 30, 2002,
increased 38 percent and 17 percent, respectively, over year
earlier periods due primarily to costs associated with the
outsourcing of manufacturing for the Company's North American
customers to an assembly plant in Mexico and the relocation of
the corporate office from California to Dearborn, Michigan.

In September, the Company secured a $1 million 60-day bridge
loan from Detroit-based Big Beaver Investments LLC, one of the
Company's principal shareholders.

As of September 30, 2002, the Company had cash and cash
equivalents of $602,000 and net working capital of approximately
$2 million.  Based on the Company's current operating plan,
management believes cash at September 30, 2002 along with
proceeds from future revenues and borrowings from an anticipated
accounts receivable-based financing, which is expected to be
finalized in the near future, will be sufficient to meet
operating needs through 2003.

The Company is aware of Nasdaq's recent implementation of a
requirement that Nasdaq listed companies maintain a minimum of
$2.5 million in stockholders' equity to remain compliant with
its listing standards.  Based on the Company's current operating
plan, management believes stockholders' equity at December 31,
2002 may fall below this minimum.  The Company will be
developing plans to deal with this possibility in the coming
months.

The number of shares used to calculate basic and diluted net
loss per share in the 2002 third quarter and nine months was
10.8 million and 9.6 million, respectively, compared to 4.7
million and 4.6 million, respectively, for the prior year
periods.  The year-to-year increase in shares resulted primarily
from the sale of approximately 4.3 million shares of the
Company's common stock and warrants to purchase 2.2 million
shares of the Company's common stock in a private placement,
valued at approximately $6.5 million, to selected institutional
and other accredited investors.  In addition, a bridge loan and
accrued interest of $2.6 million were exchanged on the same
terms by Big Beaver Investments LLC for 1.7 million shares of
common stock and warrants to purchase 860,000 shares of common
stock.

Amerigon, headquartered in Irwindale, CA, develops, manufactures
and markets proprietary high technology products for automotive
original equipment manufacturers.  The Company's Climate Control
Seat(TM) significantly enhances individual driver and passenger
comfort in virtually all climatic conditions by providing
cooling and heating to seat occupants, as desired, through an
active, thermoelectric-based temperature management system.  
Amerigon maintains sales and technical support centers in Los
Angeles, Detroit, Japan and Germany.

                          *    *    *

At September 30, 2002, the Company's balance sheet shows
positive shareholders' equity of about $2.6 million, up from a
deficit of about $460,000 at December 31, 2001.

As reported in Troubled Company Reporter's August 15, 2002
edition, the Company said it funded its financial needs from
inception through net proceeds received through its initial
public offering as well as other equity and debt financing.  At
June 30, 2002, the Company had cash and cash equivalents of $1.3
million.  Based on the Company's current operating plan, it
believes cash at June 30, 2002 along with proceeds from future
revenues and borrowings from an anticipated accounts receivable-
based financing will be sufficient to meet operating needs
through the end of 2002.  The Company also needs to comply with
the November 2002 Nasdaq requirement of minimum shareholders'
equity of $2.5 million.  The outcome from the Company's efforts
to obtain additional debt financing and compliance with the
Nasdaq requirement cannot be assured.


AMES DEPARTMENT: Gets Okay to Pay $1.4 Mill. Shaw's Break-Up Fee
----------------------------------------------------------------
In conjunction with the sale, Ames Department Stores, Inc., and
its debtor-affiliates sought and obtained the Court's authority
to pay a $1,455,000 Break-Up Fee for Shaw's Supermarket, Inc. in
the event they consummate the sale of the Designation Rights
with another bidder.  Any Break-Up Fee will only be paid from
the proceeds actually received by the estates from the closing
of an alternative transaction identified at the Auction.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP,
contends that the Break-Up Fee is beneficial to the Debtors'
estates and creditors since the Fee provides the incentive
required to induce a potential bidder to submit or increase its
bid prior to the Auction.  Mr. Bienenstock explains that even if
Shaw's is not the successful bidder, the Debtors and their
estates will have benefited from the higher floor established by
the improved bid.

Mr. Bienenstock maintains that the Break-Up Fee was negotiated
at arm's length by the parties.  Mr. Bienenstock adds that:

    -- the amount is reasonable in relation to the size of the
       proposed sale.  The Break-Up fee will not be greater than
       3% of the Purchase Price;

    -- the Fee does not hamper any other party from offering a
       higher and better bid; and

    -- extensive work was undertaken by Shaw's in investigating,
       negotiating, and drafting the Designation Rights
       Agreement and related documents.  The Fee serves to
       compensate for Shaw's efforts. (AMES Bankruptcy News,
       Issue No. 28; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ANC RENTAL: Court Fixes January 14, 2003 as Claims Bar Date
-----------------------------------------------------------
At ANC Rental Corporation's behest -- with the consent of
Congress Financial, Lehman Brothers, Liberty Mutual, the
Official Committee of Unsecured Creditors and the U.S. Trustee
-- Judge Walrath fixes January 14, 2003 at 4:30 p.m. (EST) as
the deadline for ANC's creditors to file proofs of claim.

Parties-in-interest may deliver their proofs of claim to:

           Donlin, Recano & Company, Inc.
           Agent for the U.S. Bankruptcy Court
           Re: ANC Rental Corporation, et al.
           P.O. Box 2017, Murray Hill Station
           New York, New York 10156

These entities are not required to file a proof of claim on or
before the Bar Date:

A. The Internal Revenue Service;

B. Any person or entity that has already properly filed a proof
   of claim with Donlin Recano or the Clerk of the Court for the
   United States Bankruptcy Court for the District of Delaware;

C. Any person or entity whose claim is listed on the Debtors'
   Schedules of Assets and Liabilities, or Schedules of
   Executory Contracts and Unexpired Leases, whose claim is not
   Described as "disputed," "contingent," or "unliquidated," and
   who does not dispute the amount or nature of their claim in
   the Debtors' Schedules;

D. Any person or entity whose claim is an administrative expense
   in the Debtors' chapter 11 cases, under Section 507(a) of the
   Bankruptcy Code;

E. Any Debtor having a claim against another Debtor;

F. Any direct or indirect non-debtor subsidiary of a Debtor
   having a claim against a Debtor; and

G. Any person or entity whose claim against the Debtors has been
   allowed by an order of the Court entered on or before the Bar
   Date. (ANC Rental Bankruptcy News, Issue No. 22; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: Overview of AWI's Proposed Chapter 11 Plan
--------------------------------------------------------------
Armstrong World Industries, Inc.'s Senior Vice President,
Secretary and General Counsel, John N. Rigas, tells the Court
that Armstrong's Plan proposes, in the roughest terms, to:

      A.  wipe-out existing equity interests;

      B.  cash-out all prepetition unsecured claims of less
          than $10,000 -- or voluntarily reduced to $10,000
          -- for 75 cents-on-the-dollar;

      C.  compromise all non-asbestos related prepetition
          unsecured claims in exchange for approximately:

               * $100,000,000 in cash;

               * $260,000,000 in New Notes; and

               * a one-third equity interest in Reorganized
                 Armstrong;

      D.  shuffle all asbestos-related personal injury claims to
          a Trust funded with:

               * $200,000,000 in cash;

               * $515,000,000 in New Notes; and

               * a two-thirds equity interest in Reorganized
                 Armstrong.

      E.  shuffle all asbestos-related property damage claims to      
          a trust to be funded by $5,000,000 of insurance
          proceeds;

      F.  reinstate all secured debts and pay all
          administrative expenses and unsecured priority
          claims in full in cash.

                          The Asbestos Trust

The Asbestos Trust established to satisfy personal injury claims
will be Reorganized Armstrong's new majority owner.  The Trust
will be established pursuant to 11 U.S.C. Sec. 524(g) and is
intended, for tax purposes, to be a "qualified settlement fund"
within the meaning of 26 U.S.C. Sec. 468B.  The Trust will:

    (a) direct the processing, liquidation, and payment of
        all Asbestos Personal Injury Claims in accordance
        with the Plan, the Asbestos PI Trust Distribution
        Procedures, and the Confirmation Order; and

    (b) preserve, hold, manage, and maximize the assets of
        the Asbestos PI Trust for use in paying and
        satisfying Asbestos Personal Injury Claims.

The Trust will be managed by individuals selected jointly by the
Asbestos Personal Injury Claimants' Committee and the Future
Claimants' Representative, after consultation with AWI.

                               New Directors

The AWI officers immediately prior to the Effective Date will
serve as the officers of Reorganized AWI in accordance with the
terms of any employment agreements pursuant to Section 8.8 of
the Plan and the requirements of applicable non-bankruptcy law.

On the Effective Date, Mr. Rigas relates, Armstrong's Board of
Directors will consist of at least three individuals who at that
time qualify under New York Stock Exchange rules and applicable
laws as independent, outside directors, and are eligible to
serve on the audit committee of the Board of Directors, as an
SEC-reporting public company, and at least three individuals who
qualify as independent directors under Section 162(m) of the
Internal Revenue Code eligible to serve on the committee of the
Board of Directors of Reorganized AWI responsible for matters of
executive compensation.  Each of the members of the Board of
Directors will serve in accordance with the Amended and Restated
Articles of Incorporation, the Amended and Restated By-Laws,
and any agreement Reorganized AWI may enter into with the
Asbestos PI Trust.

                        Equity Wipe-Out

The Debtors intend to ask Armstrong Holdings' shareholders to
vote to dissolve and liquidate the holding company.  If existing
public shareholders go along with the plan, they will receive
warrants to purchase up to 5% of the new shares at a to-be-
determined strike price. If they don't agree to the dissolution,
they take nothing under the Plan.

Mr. Rigas discloses that the Articles of Incorporation will be
amended and restated as of the Effective Date, inter alia:

    (a) to prohibit the issuance of nonvoting equity securities
        as required by Section 1123(a)(6) of the Bankruptcy
        Code, subject to further amendment of the Amended and
        Restated Articles of Incorporation as permitted by
        applicable law, and

    (b) to authorize 215,000,000 shares of capital stock of
        which:

           (i) 200,000,000 shares will be shares of common
               stock:

               (A) of which 60,000,000 to 70,000,000 shares
                   will be New Common Stock issued under the
                   Plan,

               (B) a portion of which will be reserved for
                   issuance on exercise of the New Warrants,
                   and

               (C) the remainder of which will be reserved
                   for future issuance; and

          (ii) 15,000,000 shares will be preferred stock of
               Reorganized AWI, with the rights, preferences
               and privileges as may be determined by the
               Board of Directors.

As soon as practicable after the Effective Date, Reorganized AWI
will apply for listing on the New York Stock Exchange, and AWI
will use its best efforts to obtain and maintain the listing.

                          The New Notes

According to Mr. Rigas, unsecured notes will be issued pursuant
to a new note indenture:

    (a) in the aggregate principal amount of the higher of:

           (i) $1.125 billion less the amount of Available Cash,
               and

          (ii) $775 million,

    (b) bearing a fixed interest rate based upon U.S. Treasury
        Notes with like maturities plus a spread determined to
        be the average corporate spread over the Treasury Notes
        for outstanding issues of comparable maturity and
        comparably rated U.S. industrial companies over the
        30-day period ending on the last day of the month
        immediately preceding the Effective Date, and

    (c) which will have a maturity, as selected by AWI, of not
        less than five years, but not more than ten years.

                            The New Warrants

Mr. Rigas adds that AWI will also issue new warrants to purchase
the New Common Stock pursuant to a warrant agreement on terms
and conditions determined in a manner agreed to by Lazard and
the financial consultants for the Asbestos PI Claimants'
Committee, the Future Claimants' Representative, and the
Unsecured Creditors' Committee; provided, however, that that New
Warrants:

    (a) will comprise 5% of the New Common Stock on a fully
        diluted basis determined as of the Effective Date,

    (b) will have an exercise price equal to 125% of the
        Equity Value, and

    (c) will have a term of 7 years from the Effective Date.
        (Armstrong Bankruptcy News, Issue No. 31; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)   

Armstrong Holdings Inc.'s 9.0% bonds due 2004 (ACK04USR1),
DebtTraders says, are trading at 58 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for  
real-time bond pricing.


BANYAN STRATEGIC: Net Assets in Liquidation Narrows to $9 Mill.
---------------------------------------------------------------
Banyan Strategic Realty Trust (OTC Bulletin Board: BSRTS)
announced that for the nine months ended September 30, 2002, the
Trust's Net Assets in Liquidation decreased by approximately
$9.0 million, from approximately $12.4 million at December 31,
2001, to approximately $3.4 million at September 30, 2002.  The
decrease was due primarily to distributions that were paid to
shareholders during the nine months in the amount of
approximately $7.7 million and an operating loss of
approximately $1.7 million, which was offset by a net gain on
the disposition of investment in real estate held for sale of
approximately $0.2 million and approximately $0.2 million of
interest income on cash and cash equivalents.

For the nine months ended September 30, 2001, the Trust's Net
Assets in Liquidation decreased by approximately $49.9 million,
from approximately $64.2 million at December 31, 2000 to
approximately $14.3 million at September 30, 2001.  The decrease
was primarily the result of distributions paid and payable to
shareholders of approximately $77.3 million.  Offsetting this
decrease were: gains on the sale of 24 of the Trust's 27
properties on May 17, 2001 (net of minority interests of
approximately $6.4 million) of approximately $25.8 million;
operating income in the amount of approximately $3.1 million;
recovery of losses on loans, notes and interest receivable of
approximately $0.9 million and $0.6 million of interest income
on cash and cash equivalents, which was reduced by depreciation
expense of approximately $2.9 million.  These results are not
comparable to the results for the nine months ended September
30, 2002.

For the quarter ended September 30, 2002, the Trust's Net Assets
in Liquidation decreased by approximately $0.6 million, from
approximately $4.0 million at June 30, 2002, to approximately
$3.4 million at September 30, 2002.  The decrease was primarily
due to an operating loss of approximately $0.6 million.

For the three months ended September 30, 2001, the Trust
reported that its Net Assets in Liquidation decreased by
approximately $3.8 million, from approximately $18.1 million at
June 30, 2001 to approximately $14.3 million at September 30,
2001.  The decrease was primarily attributable to the
distribution of $0.20 per share, amounting to approximately $3.1
million that was payable to shareholders of record on September
24, 2001 and paid on October 24, 2001.  Also contributing to the
decrease in Net Assets in Liquidation was an operating loss of
approximately $0.3 million, depreciation expense of
approximately $0.3 million and minority interest of $0.2
million, offset by approximately $0.2 million of interest income
on cash and cash equivalents.  These results are not comparable
to the results for the quarter ended September 30, 2002.

               Transfer of Assets to Liquidating Trust

As previously announced, on August 30, 2002, the Trust submitted
a written request for "no-action" relief to the Securities and
Exchange Commission in connection with the Trust's intention to
transfer all of its remaining assets and liabilities into a
liquidating trust and to cease business operations on December
31, 2002.  The Trust requested relief from, among other things,
the following: (i) registration of the issuance of the
beneficial interests of the liquidating trust under the
Securities Act of 1933, as amended; and (ii) the requirement of
the liquidating trust to file current reports and audited
financial statements under the Securities Exchange Act of 1934,
as amended.  If Banyan is granted the no-action relief it has
sought, it is poised and ready to dissolve on December 31, 2002,
and, unless the pending litigation involving suspended president
Leonard G. Levine is resolved by that time, to accomplish the
dissolution by transferring all remaining liabilities and assets
into a liquidating trust on that date.  If the Levine litigation
has been resolved by December 31, 2002, the liquidating trust
may not be necessary.

Banyan emphasized that once it transfers all of its assets and
liabilities into a liquidating trust, which is expected to occur
on December 31, 2002, there will be no further trading in
Banyan's shares of beneficial interest. In order to fund the
litigation and other operations of the liquidating trust and to
maintain adequate reserves, Banyan indicated that there would be
no distribution to shareholders prior to December 31, 2002.  
Instead, at the completion of the litigation and conclusion of
the liquidating trust, all funds remaining at that time will be
distributed to shareholders.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.  The
remaining properties were sold on April 1, 2002 and May 1, 2002
and October 16, 2002.  Since adopting the Plan of Termination
and Liquidation, Banyan has made liquidating distributions
totaling $5.45 per share.  As of this date, the Trust has
15,496,806 shares of beneficial interest outstanding.

See Banyan's Web site at http://www.banyanreit.comfor more  
information on the Company.


BCE INC: Plans to Complete Bell Canada Purchase Early Next Month
----------------------------------------------------------------
BCE Inc. (NYSE, TSX: BCE) has given notice to an affiliate of
SBC Communications Inc., of San Antonio, Texas, to exercise its
right to purchase the remaining interest of approximately 16 per
cent in Bell Canada that it does not currently own, for C$4.99
billion. The transaction is expected to close by early December,
2002.

BCE intends to proceed with the payment of C$4.99 billion as
follows:

    -    From the C$2 billion net proceeds of a common equity
         issue completed on August 12, 2002;

    -    From the C$1.98 billion net proceeds of a public
         debt issuance completed on October 30, 2002;

    -    Partial proceeds from the C$3.0 billion sale of Bell
         Canada's directories business, which is anticipated to
         close the end of this month; and

    -    A C$250 million issuance of BCE common stock to SBC,
         to be issued upon the closing of the transaction.

With the completion of this transaction, BCE will have fully
acquired SBC's 20% minority interest in Bell Canada.

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail, the
leading Canadian daily national newspaper and Sympatico.ca, a
leading Canadian Internet portal. As well, BCE has extensive e-
commerce capabilities provided under the BCE Emergis brand. BCE
shares are listed in Canada, the United States and Europe.


BETHLEHEM STEEL: Wants to Restructure Columbus Coating's Loan
-------------------------------------------------------------
Bethlehem Steel subsidiary, Columbus Coatings Company, has been
in default with its Modernization Loan and Security Agreement
with Columbus Steel Facility.  Columbus Coatings owes Columbus
Steel $71,000,000 under the Modernization Loan.

The Agreement allows Columbus Steel to foreclose on Columbus
Coatings' assets at any time.  Although Columbus Steel is not
presently geared towards that action, Jeffrey L. Tanenbaum,
Esq., at Weil, Gotshal & Manges LLP, tells the Court that, given
the Columbus Coatings' default, the lender might do so any time.
Currently, Columbus Coatings is making $1,600,000 debt service
payments every month.

In addition to the probability of foreclosure, Mr. Tanenbaum
alleges that a significant competitor of the Debtors has made
proposals of purchasing the Modernization Loan from Columbus
Steel.

In view of that, the Debtors now face two alternatives:

    (a) seek to refinance or restructure the Loan; or

    (b) allow Columbus Coatings to commence a Chapter 11 case
        upon the initiation of foreclosure actions by the
        Columbus Steel, or by the competitor, which might
        purchase the Loan.

The Debtors believe that refinancing or restructuring the
Modernization Loan will more likely preserve the value of
Columbus Coatings to the Debtors' estates.  Accordingly, the
Debtors seek the Court's consent to initiate steps to
restructure the Modernization Loan.

Mr. Tanenbaum explains that a Chapter 11 filing would endanger
Columbus Coatings' relationships with its key customers and
suppliers.  This would result to a deleterious effect on the
Debtors' ability to continue servicing key customers.  A Chapter
11 filing by Columbus Coatings might also cause customer
defections and the tightening of supplier credit terms at the
Debtors' principal operations, negatively affecting the Debtors'
liquidity.

Mr. Tanenbaum notes that, if the Modernization Loan gets in the
hands of the Debtors' competitor, a Chapter 11 case could result
in the competitors' control, or worse -- probable ownership of
Columbus Coatings.  This would definitely spell disaster for the
Debtors.  Aside from losing much of their high value automotive
business, one of their competitors would be significantly
strengthened.

Even if the Loan is not acquired by a competitor, Mr. Tanenbaum
contends that a Chapter 11 filing by Columbus Coatings would
increase the complexity of the Debtors' creditor constituency
and possibly delay the reorganization of all of the Debtors.
(Bethlehem Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BS03USR1),
DebtTraders says, are trading at 7 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


CABLETEL COMMS: Gross Profit Climbs on Lower Sales in Q3 2002
-------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television
and telecommunications industries, announced results for the
third quarter and nine month periods ended September 30, 2002.

Greg Walling, President and CEO of Cabletel, stated, "The
slowdown in the cable industry has definitely affected our
business, however, through strong management of our resources
and the continued success of our Manufacturing segment, Cabletel
is showing leadership in challenging economic times. We believe
our efforts of 2002 have built a strong foundation as our
customers' capital expenditures return to normal. As previously
announced, we are pleased that we have restructured our Allied
Investment and as a result Cabletel has restructured the payment
terms of Allied's obligations to us, while at the same time we
have acquired a right to purchase Allied's business. We believe
that the Allied business provides an excellent strategic fit
with Cabletel's business and is consistent with our growth and
expansion plans."

Third Quarter Highlights:

     - Third quarter gross profit was C$3.2 million, up C$1.4
       million over the same quarter last year on lower revenues
       and up C$524,000 over the second quarter of this year.

     - Third quarter gross margin percentage was 23.3% vs. 11.7%
       for the same quarter last year and up over 17.5% achieved
       in the second quarter of this year.

     - Third quarter selling, general and administrative
       expenses were C$2.9 million, down 5.0% as compared to the
       same quarter last year.

     - Third quarter income before amortization, special charges
       and interest of C$308,000 reflected a positive turnaround
       of C$1.6 million when compared to the C$1.3 million loss
       before amortization, special charges and interest in the
       comparable quarter last year.

     - Diluted loss per share for the third quarter was 2 cents
       per share vs. a loss of 39 cents per share for the same
       quarter last year.

               Management's Discussion and Analysis
                    Of Results Of Operations

Consolidated Results

For the three months ended September 30, 2002, the Company
incurred a net loss of C$113,412 compared to a net loss of
C$2,816,942 for the three months ended September 30, 2001.
Inclusive of certain second quarter write-offs previously
reported, for the nine months ended September 30, 2002, net loss
was C$726,615 compared to a net loss of C$3,123,762 for the nine
months ended September 30, 2001.

Consolidated net sales for the three months ended September 30,
2002 decreased by C$1,391,619 or 9% to C$13,650,216 as compared
to consolidated net sales of C$15,041,835 for the three months
ended September 30, 2001. Consolidated net sales of C$41,794,281
for the nine months ended September 30, 2002 decreased by
C$1,550,430 or 4% as compared to consolidated net sales of
C$43,344,711 for the nine months ended September 30, 2001. The
primary reason for the decrease for the three and nine month
periods ending September 30, 2002, is attributable to the
Company's Distribution and Technology segments where financial
and market conditions that impacted growth in the cable,
technology and satellite industry resulted in reduced capital
spending within the industry during the year. The Distribution
segment however continued to supply product to Canadian cable
operators, primarily for a major project in Eastern Canada. This
was supplemented by increased sales in the Manufacturing segment
where sales increased by 132% for the quarter and were slightly
higher for the nine month period ending September 30, 2002 when
compared to the prior year periods. Virtually all of the
Manufacturing segment sales were exported to the United States.

Gross profit for the three months ended September 30, 2002 of
C$3,186,651 increased $1,421,465 or 80% compared to gross profit
of C$1,765,186 for the three months ended September 30, 2001.
Gross margin for the three months ended September 30, 2002 was
23.3% as compared to 11.7% for the three months ended September
30, 2001. Gross profit for the nine months ended September 30,
2002 of C$8,297,657 increased C$1,459,715 or 21% compared to
gross profit of C$6,837,942 for the nine months ended September
30, 2001. Gross margin for the nine months ended September 30,
2002 was 19.9% as compared to 15.8% for the nine months ended
September 30, 2001. The reason for the increase in gross margin
for the three and nine month periods ended September 30, 2002
results mainly from better efficiencies achieved in the
Company's Manufacturing segment This segment is now
concentrating on manufacturing only one style of connector in-
house more cost effectively while having the balance of the
Company's requirements produced at a lower cost in the Far East.
Demand for the Manufacturing segment's products has enabled
production to ramp up to a level where higher volumes produced
equates to better efficiencies and a higher gross margin. In
addition, the Manufacturing segment comprises a higher
percentage of sales for the three and nine months ended
September 30, 2002, which generate a higher gross margin when
blended with the results of the Company's other segments. For
the three and nine months ended September 30, 2001, the
comparable prior period, the manufacturing segment experienced
unfavorable manufacturing cost variances as production levels
declined resulting from manufacturing costs being spread over a
lower volume of units.

Selling, general and administrative expenses for the three
months ended September 30, 2002 decreased C$143,259 or 5% to
$2,878,464 when compared to C$3,021,723 for the three months
ended September 30, 2001. As a percentage of sales, selling,
general and administrative expenses for the three months ended
September 30, 2002 were 21% compared to 20% for the three months
ended September 30, 2001. Selling, general and administrative
expenses for the nine months ended September 30, 2002 decreased
C$778,264 or 10% to C$7,274,515 when compared to C$8,052,779 for
the nine months ended September 30, 2001. As a percentage of
sales, selling, general and administrative expenses for the nine
months ended September 30, 2002 were 17.4% compared to 18.6% for
the nine months ended September 30, 2001. The Company has made a
conscious effort to reduce certain costs which have contributed
in returning the Company to operating profitability. Such cost
cutting measures included reductions in the Company's labor
force as well as reductions in international marketing costs.
Included in selling, general and administrative expenses for the
three months ended September 30, 2002 are international
marketing costs of approximately $89,000 and for the nine month
period ending September 30, 2002, a write-off of accounts
receivable amounting to C$99,273 related to the Company's second
quarter decision not to pursue the acquisition of Allied Wire
and Cable Ltd.

Interest expense increased C$121,752 to C$329,247 for the three
months ended September 30, 2002 compared to C$207,495 for the
three months ended September 30, 2001. Interest expense on bank
indebtedness for the three months ended September 31, 2002
increased by C$41,780 due to higher borrowings under the
Company's new credit facility, and interest expense on long-term
debt increased by C$79,972. For the nine months ended September
30, 2002, interest expense increased by C$46,266 to C$750,291
compared to C$704,025 for the nine months ended September 30,
2001. Interest on bank indebtedness decreased by C$80,397, and
interest on long-term debt increased by C$126,663. The decrease
in interest expense on bank indebtedness reflects lower interest
rates on lower levels of borrowings of the Company's line of
credit during the first six months of the year while interest
expense on long-term debt was incurred on a long-term note from
the renegotiation of credit terms with a major supplier during
the second quarter of 2002 and is not comparable to the same
period in the prior year.

For the nine months ended September 30, 2002, the Company wrote
off of other assets in the amount of C$615,850 related to an
amount owed to the Company by Allied Wire and Cable Ltd. For a
number of months, Cabletel and Allied had been in negotiations
about restructuring their previously announced transaction on
terms that would have applied this amount to the net purchase
price that would have been paid by Cabletel for Allied's
business. During the second quarter of 2002, the Company had
determined that it was not in its best interest to continue to
pursue the acquisition and as a result wrote off the amounts
owed by Allied to the Company. Subsequently the Company and
Allied have reached a mutual agreement pursuant to Cabletel
being granted an option to acquire all of the capital stock of
Allied. As part of the new transaction, announced November 1,
2002, Allied and the Company have agreed upon repayment terms of
the previously written off amount by the Company.

For the nine months ended September 30, 2002, the Company
recorded a non-cash item amounting to C$164,000 related to the
issuance of warrants in connection with a settlement of debt
with a major supplier. In connection with the debt settlement
the Company issued to the supplier a Warrant to acquire up to
200,000 shares of the Company's common stock at an exercise
price of C$1.64 per share up to and including May 31, 2007.

Distribution Segment

Net sales of C$10,454,523 in the Distribution segment for the
three months ended September 30, 2002 reflects a decrease of
C$2,496,734 or 19% compared to C$12,951,257 for the three months
ended September 30, 2001. Net sales of C$34,298,626 in the
Distribution segment for the nine months ended September 30,
2002 reflects a decrease of C$42,090 or 0.1% compared to
C$34,256,536 for the nine months ended September 30, 2001. The
primary reason for the decrease for the three and nine month
periods ending September 30, 2002 in the Distribution segment is
attributable to financial and market conditions that impacted
growth in the cable, technology and satellite industry resulting
in reduced capital spending within the industry during the year.

Manufacturing Segment

Net sales in the Manufacturing segment of C$2,820,681 for the
three months ended September 30, 2002, reflects an increase of
C$1,605,129 or 132% when compared to C$1,215,552 for the three
months ended September 30, 2001. Net sales in the Manufacturing
segment of C$6,223,171 for the nine months ended September 30,
2002 reflects an increase of C$84,046 or 1.4% when compared to
C$6,139,125 for the nine months ended September 30, 2001. The
increase is mainly due to an increase in sales to the United
States. For the three months ended September 30, 2002 sales to
foreign countries were C$2,587,235 compared to C$849,626 for the
three months ended September 30, 2001. Sales to foreign
countries for the nine months ended September 30, 2002 were
C$5,637,338 compared to C$5,590,904 for the nine months ended
September 30, 2001. The Company had taken aggressive action in
an attempt to increase sales to the U.S., by establishing
offices and warehousing facilities in Indiana to facilitate
distribution of products. In addition, through the acquisition
of NRG business, the Company established sales forces throughout
the U.S. to better service customers.

Technology Segment

Net sales of C$608,458 in the Technology segment for the three
months ended September 30, 2002 reflects a decrease of C$632,494
or 51% when compared to C$1,240,952 for the three months ended
September 30, 2001. Net sales of $1,858,317 in the Technology
segment for the nine months ended September 30, 2002 reflects a
decrease of C$1,638,594 or 47% when compared to C$3,497,271 for
the nine months ended September 30, 2001. The decrease is
primarily due to continued project postponements in the
networking industry due to the financial environment within the
Technology sector. The Company has formed a strategic alliance
with Allied Wire and Cable, a Western Canada Company, to promote
increase presence within the Technology market.

Bank Facility Covenants

In May, 2002 the Company entered into a new revolving credit
facility with its main bank lender. The new C$15 million
facility, which replaced Cabletel's previous working capital
line, has a three-year term and provides for up to a $3 million
increase over the maximum availability under Cabletel's prior
facility. The new facility contains certain customary covenants,
including, among others, certain debt servicing ratios. The
Company estimates that as of September 30, 2002, as a result of
a minor variation from the required debt service ratio, the
Company had a technical violation of an applicable covenant. The
Company is working with its lender to resolve the matter and
expects to resolve the matter shortly.


CARECENTRIC INC: Net Capital Deficit Widens to $16MM at Sept. 30
----------------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, reports its financial results for the calendar
quarter ended September 30, 2002. CareCentric reported an 11.8%
increase in Revenues from Continuing Operations in the three
months ended September 30, 2002, to $5.6 million against
Revenues of $5.1 million for the three months ended September
30, 2001.  Results from Continuing Operations improved $2.2
million for the 3rd Quarter with a profit of $0.4 million in
2002 compared to a loss of $1.9 million in 2001.  Earnings
before Interest, Taxes, Depreciation, and Amortization improved
$7.7 million for the nine months ended September 30, with a
reported profit of $1.4 million in 2002 compared to loss of $6.3
million in 2001.

"Our operating results in the 3rd quarter of 2002 continued to
show strong improvement from our results in 2001 and increased
profitability over the 2nd quarter of this year," stated John R.
Festa, President and CEO of CareCentric. "We are excited about
our financial results, and while we expect cyclical variations
in our quarterly results, we consider this quarter to be the
start of a new growth era for the Company.  We are particularly
pleased with the 11.8% growth in revenues and $7.7 million
improvement in EBITDA."

Mr. Festa added, "Our more than 20 years of experience in the
home health market provides the basis for our efforts to enhance
and integrate our existing products with already developed
modular solutions to our customer needs.  We released regulatory
updates to our products on schedule with initial HIPAA
deadlines.  Our improved cash flow will be used to advance the
development of new generation product platforms.  Our focused
effort to grow our revenues through new product offerings and
improved service levels makes our view of the home health
market's future bright."

"The Board of Directors recognizes the third quarter results as
a major change in the fiscal performance of the Company.  A
Company's competitive advantage lies in its products and
management's ability to deliver those products with superior
service.  We remain committed to CareCentric and its continuing
success and support management in its efforts to further improve
the Company's performance in the future," stated John E. Reed,
Chairman of the Board.

CareCentric provides information technology systems and services
to over 1,500 customers.  CareCentric provides freestanding,
hospital-based and multi- office home health care providers
(including skilled nursing, private duty, home medical equipment
and supplies, IV pharmacy and hospice) complete information
solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and
clinical information.  With offices nationwide, CareCentric is
headquartered in Atlanta, Georgia.

CareCentric's September 30, 2002 balance sheets show a total
shareholders' equity deficit of close to $16 million.


CHAMPLAIN: Run-Off Status Prompts S&P to Lower & Withdraw Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial
strength rating on Champlain Casualty Co., of Vermont to 'BBpi'
from 'BBBpi' and withdrew the rating, based on the company's
run-off status.

"The downgrade is based on the company's reinsurance agreement
with Vermont Mutual Insurance Co. (Vermont Mutual; financial
strength rating'BBpi'), under which Vermont Mutual assumed 100%
of Champlain Casualty's business," explained Standard & Poor's
credit analyst Polina Chernyak.

Effective January 1, 2000, the Montpelier, Vt.-based company,
which began business in 1988, ceased writing new insurance
business and ceased renewing old business on the renewal date.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings with
a 'pi' subscript are reviewed annually based on a new year's
financial statements, but may be reviewed on an interim basis if
a major event that may affect the insurer's financial security
occurs. Ratings with a 'pi' subscript are not subject to
potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


CHARMING SHOPPES: Will Publish Third Quarter Results on Nov. 21
---------------------------------------------------------------
Charming Shoppes, Inc., (Nasdaq: CHRS), whose $130 million
Senior Unsecured Notes are currently rated by Standard & Poor's
at 'BB-', will host its Third Quarter Fiscal 2003 earnings
conference call on Thursday, November 21, 2002, at 9:15 a.m.
(EST).  Third quarter earnings results will be released over the
newswires prior to 9:15 a.m. (EST).

Dorrit J. Bern, Chairman, CEO and President, Eric M. Specter,
CFO and EVP, and Gayle M. Coolick, Director of Investor
Relations, will comment on Third Quarter and an outlook for
Fiscal 2003.  Prepared remarks will be followed by a question
and answer period.

To listen to the conference call, please dial 1-800-816-3032
followed by the passcode 2594# approximately 10 minutes prior to
the scheduled event.  The conference call will also be simulcast
at www.companyboardroom.com and can be accessed by going to the
ticker symbol and clicking on the speaker icon in the "listen"
column.  The general public is invited to listen to the
conference call via the webcast or the dial-in telephone number.

A transcript of prepared remarks and an audio replay of the
conference call will be accessible at
http://www.charmingshoppes.comstarting at approximately 2:00  
p.m. (EST) on Thursday, November 21, 2002.  An audio replay of
this call will also be accessible at
http://www.companyboardroom.comby going to the ticker symbol  
(CHRS) and clicking on the speaker icon in the "listen" column.  
The replay will remain available for approximately 1 week.

The conference call will be recorded on behalf of Charming
Shoppes, Inc., and consists of copyrighted material.  It may not
be re-recorded, reproduced, transmitted or rebroadcast, in whole
or in part, without the Company's expressed written permission.  
Accessing this call or the rebroadcast represents consent to
these terms and conditions.  Participation in this call serves
as consent to having any comments or statements made appear on
any transcript, broadcast or rebroadcast of this call.

Charming Shoppes, Inc., operates 2,340 stores in 48 states under
the names LANE BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R),
CATHERINE'S PLUS SIZES(R), MONSOON and ACCESSORIZE.  Monsoon and
Accessorize are registered trademarks of Monsoon Accessorize
Ltd.  Please visit http://www.charmingshoppes.comfor additional  
information about Charming Shoppes, Inc.


CJF HOLDINGS: Chapter 7 Trustee Gets Nod to Hire Young Conaway
--------------------------------------------------------------
Michael B. Joseph, the chapter 7 trustee overseeing the
liquidation of CJF Holdings, Inc., and its debtor-affiliates,
sought and obtained Court authority to employ Young, Conaway,
Stargatt & Taylor, LLP, as his special counsel, nunc pro tunc to
October 1, 2002.

The Chapter 7 Trustee tells the U.S. Bankruptcy Court for the
District of Delaware that he needs to retain YCST as his special
counsel in connection with the termination and wind-up of the
Debtors' 401(K) plan.

Young Conaway assures the Chapter 7 Trustee and the Court that
it does not hold an adverse interest in connection with the
Debtors' cases and is a "disinterested person" as that phrase is
defined in the Bankruptcy Court.

As special counsel, Young Conaway will review the Employee Plan
and take any actions necessary, including:

     i) terminating the Employee Plan, in light of the
        circumstances of these chapter 7 cases;

    ii) distributing assets from the Employee Plan;

   iii) liquidating assets in the Employee Plan, as necessary;

    iv) filing any reports, statements, or schedules required to
        be filed in connection with the Employee Plan; and

     v) performing any other tasks necessary in connection with
        the Employee Plan.

CJF Holdings, Inc., filed for voluntary chapter 11 protection on
November 28, 2001 and received Court approval to convert its
case to a chapter 7 liquidation proceeding on February 8, 2002.
Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnell
represents the Debtor.  When the company filed for protection
from its creditors, it listed an estimated assets and debts of
$10 million to $50 million.


COLONIAL ADVISORY: S&P Junks Class B Notes Rating
-------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class B notes issued by Colonial Advisory Services CBO I Ltd.

At the same time, the 'AA-' rating on the class A notes is
affirmed. The rating on the class B notes had been lowered twice
before -- the last time being March 5, 2002.

The lowered rating reflects factors that have negatively
impacted the credit enhancement available to support the class B
notes since the previous rating action. These factors include a
continuing par erosion of the collateral pool securing the notes
and a downward migration in the credit quality of the assets in
the pool.

The affirmation reflects the existence of an adequate level of
credit enhancement to support the class A notes. As a result of
asset defaults and the sale of credit risk assets, the class B
overcollateralization ratio has dropped significantly, and now
stands at 103%, below its minimum required of 118%. Standard &
Poor's noted that the class B notes had deferred the payment of
interest for the last three payment dates.

Including defaulted securities, $20.4 million (or approximately
8.2% of the collateral pool's par value) come from obligors now
rated in the 'CCC' range or lower, and $23.5 million (or about
8.8% of the performing assets in the pool) correspond to
obligors with ratings that are currently on CreditWatch with
negative implications.

The weighted average coupon, which had been slowly trending down
since mid-1999, accelerated its decline in late 2001, and
subsequently dipped below its minimum requirement of 9.55%. It
reached its lowest point (9.09%) in August of this year, and has
remained there for three months running.

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

Standard & Poor's will continue monitoring the performance of
the transaction to ensure that the ratings assigned to the rated
notes continue to reflect the enhancement levels available to
support the new ratings.

                         Rating Lowered

              Colonial Advisory Services CBO I Ltd.

                       Rating               Balance (Mil. $)
          Class     To        From        Original       Current
          B         CCC-      B-          64.0           70.88

                         Rating Affirmed

             Colonial Advisory Services CBO I Ltd.

                                            Balance (Mil. $)
          Class     Rating                Original       Current
          A         AA-                   325.0           229.16


CONDOR TECHNOLOGY: Board Adopts Plan of Complete Liquidation
------------------------------------------------------------
Condor Technology Solutions, Inc., by action of its Board of
Directors at a meeting held on October 7, 2002, approved the
adoption of a Plan of Complete Liquidation and Dissolution,
subject to the approval of a majority of the stockholders of the
Company. Effective October 30, 2002, stockholders representing
approximately 59% of the total outstanding common stock of
Condor Technology Solutions, par value $.01 per share, approved
the Plan of Liquidation.  In accordance with the Plan of
Liquidation, the Company intends to prepare and send to all
stockholders, as soon as practicable, an Information Statement
describing the Plan of Liquidation and its adoption by the
Company.

The Company is preparing for the potential sale of its remaining
business operations, consisting of the Infrastructure Services
Division, located primarily in Langhorne, Pennsylvania, and the
Enterprise Resource Software Reseller Division, located in
Iselin, New Jersey, as going concerns.  The Company is otherwise
not engaged in any business activities except to the extent
necessary to preserve the value of its assets, wind up its
business affairs, and distribute its assets in accordance with
the Plan of Liquidation.  After substantially all of its assets
and going businesses have been sold, Condor will file a
Certificate of Dissolution with the State of Delaware. In light
of the size of the Company's outstanding debt obligations and
the amount expected from the sale of its remaining business
units, if and when such units are sold, no funds generated by
the liquidation of its remaining assets will be available for
distribution to the stockholders.

Condor Technology Solutions is a technology and communications
company specializing in the organization, analysis and creative
distribution of business information. The company's business
practices include Web development, business intelligence,
contact center services, infrastructure support and marketing
communications. Condor Technology Solutions was founded in 1998.


CRUSADER INSURANCE: S&P Slashes Financial Strength Rating to Bpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial
strength rating on Crusader Insurance Co., to 'Bpi' from 'BBBpi'
based on poor operating performance, a decline in overall
capitalization, and its product and geographic concentration.

"Crusader is facing major underwriting issues, as incurred
losses more than doubled in 2001 compared with 2000," said
Standard & Poor's credit analyst Polina Chernyak. "As of June
30, 2002, the company has incurred losses of $14.4 million and a
loss ratio of 118.4%," Chernyak added.

Based in Woodland Hills, Calif., Crusader mostly writes main
street commercial package policies. All of the company's
outstanding stock is owned by Unico American Corp.  Crusader,
which began business in 1985, is licensed in Arizona,
California, Colorado, Idaho, Montana, Nevada, Ohio, Oregon, and
Washington, and markets its products primarily through
independent general agents. The company is rated on a standalone
basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings with
a 'pi' subscript are reviewed annually based on a new year's
financial statements, but may be reviewed on an interim basis if
a major event that may affect the insurer's financial security
occurs. Ratings with a 'pi' subscript are not subject to
potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


DIGEX INC: September 30 Balance Sheet Upside-Down by $2.5 Mill.
---------------------------------------------------------------
Digex, Incorporated (Nasdaq: DIGX), a leading provider of
managed Web and application hosting services, announced its
third quarter results for the period ended September 30, 2002.  
Revenue totaled $43.2 million for the quarter (which excludes
approximately $3.6 million of pre-petition invoiced revenue from
the WorldCom re-seller channel from July), compared with $48.7
million in 2Q02 and $52.3 million a year ago.  Managed servers
totaled 3,758 with average monthly revenue per server of $4,022.  
EBITDA totaled $4.5 million in the quarter while net loss
available to common stockholders totaled $37.7 million, or $0.58
per share.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $29 million, and a total
shareholders' equity deficit of about $2.5 million.

"We are pleased with our progress toward financial independence
as reflected in this quarter's results," said George Kerns,
president and CEO of Digex. "Despite the $3.6 million in
billings for the first three weeks of July that we were unable
to recognize this quarter as a result of WorldCom's bankruptcy
petition, we posted improving gross margins, positive EBITDA*
and improving net losses."

New customers added this quarter include:  American Management
Association, BestQuote, Castrol Heavy Duty Lubricants, CLEARCUBE
Co.,Ltd., Fort Knox National Company, Global Reports, HIT
Entertainment, International Fellowships Fund, International
Institute for Learning, Inc., National Kidney Foundation,
Photonica, The Mechanics Bank, University of Southern California
Institute for Creative Technology and Weyerhaeuser Company.  A
number of customers also upgraded or renewed their services
including: American Eagle Systems, American Homeowners
Association, Edmunds.com, Elogex, National Association of Home
Builders, Readers Digest and Slim-Fast Foods Company.

"We ended the quarter with $16.0 million cash and equivalents on
hand, up from $4.8 million last quarter.  Our cash borrowings
this quarter totaled $15.0 million, which increased from $9
million last quarter due to the pre- petition receivables that
WorldCom owes Digex," said Scott Zimmerman, chief financial
officer of Digex.  "Had WorldCom been in a position to pay those
re- seller receivables Digex would not have required any
borrowings in the quarter."

Financial highlights for Digex include:

     -- Capital investments for the quarter totaled $5.2
        million, down about 85% from the year-ago level;

     -- Quota-carrying salespeople totaled 52 for the quarter
        compared with 114 last quarter and 157 in the year-ago
        period; and

     -- Total employees ending September 30, 2002 was 818,
        compared with 1,182 last quarter and 1,404 in the year-
        ago period.

Additional quarterly highlights for Digex include:

     -- Improved the structure, efficiency and quality of the
Digex team through workforce and management changes - This
quarter Digex announced a rightsizing effort to realign
proportionate staffing ratios with current revenue streams and
client base. Digex also announced several executive appointments
and the forming of a new organization to spearhead the
development and management of solutions and services, a key step
in executing a solutions-based market approach. In September,
Digex announced the appoints of three independent board members,
Howard Frank, Max Hopper and Paul Kozlowski, who bring years of
leadership, technology and business expertise to the management
of Digex.

     -- Enhanced Interactive Client Portal with ClientCentral
3.0 - Initially launched in late 2000, the award-winning
ClientCentral is an innovative, interactive, self-service
customer portal that delivers the tools and technologies
enterprises need to rapidly deploy and view Internet operations
around-the-clock. ClientCentral is built around an XML
framework, which allows Digex clients to "plug in" to Digex,
permitting real-time interaction with the data in Digex's
monitoring, server performance management, billing and trouble
ticketing systems. The interface offers a variety of convenient
online options for customers, including, service administration,
case management, online billing, user administration, and a
reference for Digex products and services. The standard
ClientCentral portal is available to Digex customers at no
additional cost.

     -- Demonstrated its commitment to bringing well-engineered
platforms to the development of client solutions by successfully
certifying every Digex Solution Consultant in either Microsoft
Certified Systems Engineer or Solaris Certified Systems
Administrator. Digex Solution Consultants advise clients on
their IT solutions and corresponding technical architectures
during the proposal process. Digex has consistently placed a
great deal of emphasis in training customer support and service
delivery teams, and have the opportunity to extend the same
"economies of knowledge" in a pre-sales client engagement. In
this way, clients are assured of the right IT solution prior to
signing on with Digex.

     -- Received CIO-100 Award for Technology and Process
Integration from IDG's CIO magazine - Digex won the award based
on its successful implementation of CRM, sourcing, supply chain,
and knowledge management initiatives targeted at revamping
internal and client facing processes. By completing these
company wide projects and integrating them with the industry-
leading ClientCentral customer portal, Digex is able to achieve
higher levels of customer and employee satisfaction and better
operating margins. In addition, these improvements allow Digex
to more efficiently deliver services for fault isolation and
problem avoidance.

     -- Implemented a backup network provider - Digex's
infrastructure, including global networking, is designed for
high availability.  As part of this commitment, Digex has
selected and implemented a secondary Internet service network
provider, Level 3 Communications, Inc., for fail over
connectivity for all U.S. data centers.  Digex will continue to
utilize WorldCom's facilities-based UUNET global IP network as
its primary network provider.

     -- Achieved the British Standard 7799 Security
Certification - This seal of approval from the British Standards
Institution.  The BS 7799 certification encompasses physical and
logical aspects of IT security, to provide Digex customers with
robust security methodologies and protection. To receive this
certification, Digex had to undergo rigorous evaluations in ten
key areas. This certificate is inclusive of Digex's security
policies, the security of the organization, asset classification
and personnel security, physical and environmental security,
systems and network security, access controls, systems
development and maintenance, business continuity planning and
compliance, escalation processes and procedures.

Digex expects to continue recognizing revenue from WorldCom only
upon collection, which could have a material impact on future,
reported revenue. As of June 30, 2002 pre-petition receivables
totaled $17.7 million with an additional $3.6 million invoiced
for the period July 1 through July 21, 2002.

Digex is a leading provider of managed Web and application
hosting services. Digex customers, from mainstream enterprise
corporations to Internet-based businesses, leverage Digex's
services to deploy secure, scaleable, high performance e-
Enablement, Commerce and Enterprise IT business solutions.
Additional information on Digex is available at
http://www.digex.com  


DVI INC: S&P Changes Outlook to Negative over Refinancing Issues  
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Jamison, Pennsylvania-based DVI Inc., to negative from stable.
In addition, the single-'B' long-term counterparty and senior
unsecured credit ratings on the company were affirmed.

The outlook change reflects Standard & Poor's ongoing concerns
regarding the company's ability to refinance its maturing debt
and the company's large Latin American exposure. DVI, a finance
company with $1.7 billion in assets concentrated in the health
care industry, finances MRI and other medical equipment for
outpatient facilities and provides related financing.

The ratings affirmation reflects DVI's much-improved first-
quarter fiscal 2003 performance. The company has recently
announced a net income of $5.1 million, which is on the heels of
a loss of $4.1 million for fiscal 2002. DVI's fiscal 2002
results were negatively affected by several charges, which are
largely nonrecurring in nature, such as charges associated with
the company's operations in Argentina and impairment loss on two
available-for-sale investment securities.

"DVI's core business, namely its equipment financing business,
continues to perform relatively well. Asset quality remains
acceptable, although delinquencies have been trending slightly
upward in the recent past," said credit analyst Steven
Picarillo. Additionally, the company continues to trend toward
higher leverage.

Although DVI's core business appears to be performing well,
Standard & Poor's believes that any additional weakened
performance in the company's Latin American business, namely its
$123 million Brazilian portfolio, may affect its ability to
service its maturing debt.


ENRON CORP: UBS AG Sues ENA to Recover $7-Million Transfer
----------------------------------------------------------
UBS AG files a complaint against Enron North America Corp.
seeking:

  (a) the imposition of a constructive trust on $7,083,000
      erroneously transferred by UBS to ENA shortly before
      ENA's bankruptcy filing and which ENA had agreed to
      return to UBS two days prior to bankruptcy; and

  (b) the turnover of $7,083,000 erroneously paid to ENA on the
      grounds that the sum is subject to a constructive trust
      in favor of UBS and is not property of ENA's bankruptcy
      estate.

Alan E. Marder, Esq., at Scarcella Rosen & Slome LLP, in Garden
City, New York, relates that prior to ENA's bankruptcy filing,
ENA and UBS regularly engaged in foreign currency swap
transactions pursuant to an ISDA Master Agreement dated as of
May 31, 1993.  In order to accomplish FX Transactions, UBS and
ENA would wire transfer funds into each other's bank accounts
dedicated for the receipt of funds paid in connection with the
FX Transactions.

On November 19, 2001, Mr. Marder continues, UBS and ENA entered
into a FX Transaction pursuant to which UBS agreed to transfer
$7,080,000 to ENA and ENA agreed to transfer GBP5,000,000 to UBS
-- the Trade.  However, UBS made a mistake by making two
confirmations of the transfer, doubling the payment.  On the
other hand, ENA did not make additional payment in exchange for
the Duplicate Payment.

Accordingly, on November 28, 2001, UBS notified ENA that the
Duplicate Payment was made in error and demanded its return.  
ENA thus agreed the next day to return the Duplicate Payment by
wire transfer.

Due to ENA's imminent bankruptcy filing, ENA cancelled the
scheduled wire transfer of the Duplicate Payment to UBS.  From
Petition Date until January 7, 2002, ENA assured UBS that it
would seek Bankruptcy Court authorization for the return of the
Duplicate Payment.  But, Mr. Marder says, ENA never did.

With ENA's failure to return the Duplicate Payment, Mr. Marder
points out that it would be inequitable and unjust to UBS for
ENA to retain the Duplicate Payment.  Moreover, Mr. Marder adds,
ENA and its creditors will be unjustly enriched since the
Duplicate Payment is not the property of ENA's bankruptcy
estate. (Enron Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


FERTINITRO: Fitch Junks Rating on $250-Million Secured Bonds
------------------------------------------------------------
Fitch Ratings lowered the rating of FertiNitro Finance Inc.'s
US$250 million 8.29% secured bonds due 2020 to 'CCC' from 'B-'.
The rating remains on Rating Watch Negative.

The rating action reflects FertiNitro's escalating financial
deterioration, resulting in heightened dependence on external
liquidity sources to address the project's immediate cash needs.
The combination of lower-than-expected production levels,
weaker-than-projected fertilizer prices, and a higher level of
senior debt has contributed to FertiNitro's distressed liquidity
position and limited debt service capacity. While the project
has been generating sufficient cashflow to cover fixed operating
expenses on a monthly basis, FertiNitro will require external
liquidity to fully cover its US$44 million debt service payment
in April 2003, funds of up to US$10 million to finance capital
expenditures related to critical repairs, and up to an
additional US$15 million to cover costs associated with the
extended outage for the repairs. FertiNitro views these critical
repairs to be necessary to enhance the plant's ability to
operate at production levels closer to its nameplate capacity on
an ongoing basis. Furthermore, management believes that the
costs related to the critical repairs should be covered under
the EPC Contractor's warranty obligations. Currently, the
warranty-related capital costs are under dispute with the EPC
Contractor and, if negotiations are unsuccessful, could result
in arbitration.

While FertiNitro achieved completion earlier this year, due to
subsequent problems, the plant has not yet demonstrated its
ability to consistently perform at steady-state production
levels close to nameplate capacity. From January through October
2002, ammonia and urea production averaged 73% and 59%,
respectively, of base case projections. It is uncertain whether
FertiNitro will be able to sustain more normal production levels
absent the critical repairs that are needed by early 2003.

Fitch believes FertiNitro's ability to obtain external funds in
the next several weeks to address its distressed liquidity
position is crucial. Although FertiNitro made its October debt
service as scheduled, the project has now exhausted most of its
presently committed available funds. These liquidity sources
include the debt service reserve account that was used earlier
this year for the April 2002 debt service, and the US$20 million
contractual sponsor equity support facility, which was recently
used for the October 2002 debt service payment. Although the
US$60 million debt service reserve facility is still available,
Fitch believes this source is not a viable alternative to
FertiNitro's current liquidity needs, given its upcoming
expiration at the end of April 2003. As a result, FertiNitro's
ability to obtain additional external liquidity will dictate the
likelihood of the project's ability to avoid default on its debt
obligations. Both the sponsors and lenders are currently
evaluating FertiNitro's situation to determine the feasibility
of providing additional capital injections.

The Rating Watch Negative status reflects the uncertainty of
FertiNitro's ability to formally resolve its immediate liquidity
needs over the coming weeks either through additional sponsor
financial support or negotiations with the lenders to address
FertiNitro's immediate short-term liquidity needs.

Fertilizantes Nitrogenados de Venezuela, FertiNitro, C.E.C. (the
Project) is a US$1.1 billion fertilizer plant with projected
annual production capacity of 1.3 million mt of ammonia and 1.5
million mt of urea. Timely debt repayment to lenders and
bondholders relies on FertiNitro's ability to generate revenues
from producing ammonia and urea products for export into the
international markets. While the project has long-term offtake
contracts with an affiliate of Koch Nitrogen Company and
ISPL/Pequiven for the plant's production volumes, bondholders
are fully exposed to the volatility of international fertilizer
prices.

FertiNitro is owned 35% by a Koch Industries, Inc. subsidiary,
35% by Petroquimica de Venezuela, S.A. (Pequiven), a wholly
owned subsidiary of Petroleos de Venezuela S.A. (PDVSA), 20% by
a Snamprogetti S.p.A. subsidiary, and 10% by a Cerveceria Polar,
C.A. (Polar) subsidiary.


GENERAL CHEMICAL: Reports Marked Improvement in Q3 2002 Results
---------------------------------------------------------------
The General Chemical Group Inc., (OTC Bulletin Board: GNMP)
reported third-quarter results, posting a net profit of $0.8
million on sales of $71.3 million for the three-month period
ended Sept. 30, 2002.  For the corresponding period of 2001, the
company recorded a net loss of $2.0 million on sales of $73.2
million.

Earnings before interest and taxes totaled $4.4 million for the
third quarter compared with $1.7 million for the same period of
2001.  Earnings for the period were positively affected by lower
energy costs and depreciation expense, and earlier completion of
the annual trona mine maintenance outage in the second quarter
rather than the third quarter as has historically been the case.
The positive effects on earnings were partially offset by higher
calcium-chloride feedstock costs.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) were $7.2 million for the third quarter of 2002
compared with $5.4 million in the prior year's quarter.
Excluding depreciation and amortization attributable to the 49
percent minority interest in General Chemical (Soda Ash)
Partners, adjusted EBITDA was $6.1 million for the third quarter
of 2002 compared with $3.8 million in the prior year's quarter.

For the first nine months of 2002, General Chemical's net income
was $0.2 million on sales of $202.5 million.  For the
corresponding period in 2001, the company's net loss was $9.5
million excluding an after-tax restructuring charge of
$1.7 million in the second quarter, on sales of $217.9 million.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $95.6 million.

General Chemical Group is a leading producer of soda ash and
calcium chloride, serving worldwide markets. Additional
information about the company is available online at
http://www.genchem.com  


GENTEK INC: U.S. Trustee Appoints Unsecured Creditors' Committee
----------------------------------------------------------------
Donald F. Walton, Acting United States Trustee for Region 3,
appoints six unsecured claimants to the Official Committee of
Unsecured Creditors for GenTek's Chapter 11 cases:

              Prudential Investment Management, Inc.
              Gateway Center Four
              100 Mulberry Street
              7th Floor
              Newark, New Jersey 07102
              Attn: Paul H. Procyk
              Tel: 973-367-3279, Fax: 973-802-2333

              Muzinich & Co.
              450 Park Avenue
              18th Floor
              New York, New York 10022
              Attn: Brian Clapp
              Tel: 212-888-1580, Fax: 212-888-0368

              Ingalls & Snyder Value Partners, L.P.
              61 Broadway
              New York, New York 10006
              Attn: Thomas G. Boucher, Jr.
              Tel: 212-269-7897, Fax: 212-269-4177

              Ralph M. Passino
              15 Jonathan Smith Road
              Morristown, New Jersey 07960
              Tel: 973-886-9190

              Alcoa, Inc.
              8550 West Bryn Mawr
              10th Floor
              Chicago, Illinois 60631
              Attn: Leonard L. Rettinger, Jr.
              Tel: 773-380-7077, Fax: 773-380-7081

              Universal Bearings, Inc.
              431 North Birkey Drive
              Bremen, Indiana 46506
              Attn: David C. Ketcham
              Tel: 574-546-2261, Ext: 204, Fax: 574-546-5085

David L. Buchbinder, Esq., is the trial attorney assigned to
GenTek's Chapter 11 cases. (GenTek Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Proposes Uniform Contract Assumption Procedures
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates sought and
obtained Court approval establishing procedures for assumption
of executory contracts and unexpired leases of nonresidential
real property and fixing of cure costs associated with the
assumption.

According to Paul M. Basta, Esq., at Weil Gotshal & Manges LLP,
in New York, the Debtors are party to over 320,000 contracts and
unexpired leases.  Because of the sheer number of contracts and
unexpired leases and the cost of sending personalized notices to
each counterparty, the Debtors will implement certain procedures
in connection with their assumption of certain contracts and
unexpired leases to more efficiently provide notice to
counterparties.

                          The Database

The Debtors, with BSI's assistance, will create an online
database at http://www.bsillc.com/that will list:

-- each contract and unexpired lease that the Debtors request
   authority to assume; and

-- the Debtors' determination as to any cure costs required to  
   be satisfied in accordance with Section 365(b)(1)(A) of the
   Bankruptcy Code.

Starting November 22, 2002, every party to an executory contract
or unexpired lease of nonresidential property with the Debtors
will be advised to consult the Database.  Mr. Basta explains
that the Database will be a "searchable" database, so that any
party will be able to enter its name, the name of a Contract or
the Debtor counterparty to the Contract, and generate a response
listing each matching entry on the Database.  The Database will
"go live" and be accessible no later than November 22, 2002.  
The parties will be able to access the Database 23-1/2 hours a
day and seven days a week.  Each Contract listed on the Database
will be assumed by the Debtors upon Court approval and the
occurrence of the effective date under the Plan.  A schedule of
the Contracts and Cure Costs listed on the Database will also be
filed with the Court on or before November 22, 2002.

Mr. Basta tells the Court that the Debtors will rely on the
Notice and the Database to inform the counterparties of their
intent to assume a Contract.  If a counterparty receives the
Notice and does not have access to the Internet and cannot
access the Database, the Notice will provide a telephone number
for BSI where the counterparty can receive information related
to the Debtors' assumption of the Contracts.

Without the Database, the Debtors would be forced to print, mail
and serve over 320,000 personalized assumption notices, along
with voluminous cure schedules at a total cost exceeding
$350,000.  The Database provides a more efficient and effective
method for implementing the assumption of the Contracts.  It
also substantially reduces the costs and the time required for
additional preparation of notices and relieves the Debtors of
the associated administrative burden.  The cost of the creation
and maintenance of the Database will be $55,000, which far below
the traditional charges for printing, mailing, and service.  The
process will save the Debtors over $290,000.

                           The Notice

The Debtors will serve a Notice on all counterparties to
executory contracts or unexpired leases of nonresidential real
property.  The Notice will advise all counterparties of entry of
the Procedures Order and instruct the counterparties to consult
the Database to view a list of the Contracts the Debtors are
seeking to assume and the Debtors' determination of Cure Costs
associated with the assumption.  The Notice will explain the
procedures for objecting to the Debtors' assumption of a
Contract or their determination of Cure Costs.  The Debtors will
serve the Notice, by first class mail on:

-- each counterparty to an executory contract or unexpired lease
   of nonresidential real property as to which the Debtors are
   party to;

-- the U.S. Trustee;

-- the attorneys for the Debtors' prepetition secured lenders;

-- the JPLs and their attorneys;

-- the Creditors' Committee; and

-- parties entitled to notice pursuant to this Court's order
   dated January 28, 2002 establishing certain notice procedures
   in these Chapter 11 cases.

             Objections to Assumption and Cure Costs

Any objections to the proposed assumption of a Contract and the
Cure Cost listed on the Database must:

-- be in writing;

-- set forth all legal and factual basis for the objection;

-- include any and all documentation relied upon by the objector
   in support of its determination of Cure Costs; and

-- be filed with the Court no later than December 6, 2002 at
   4:00 p.m. prevailing Eastern Time and actually received by
   these parties:

     * Weil, Gotshal & Manges LLP
       767 Fifth Avenue, New York, New York 10153
       Attn: Paul M. Basta

     * Milbank, Tweed, Hadley & McCloy,
       One Chase Manhattan Plaza, New York, New York 10005
       Attn: Allan S. Brilliant

     * Shearman and Sterling
       599 Lexington Avenue, New York, New York 10022
       Attn: James L. Garrity, Jr.

     * Brown Rudnick Berlack Israels LLP
       120 West 45th Street, New York, New York 10036
       Attn: Edward S. Weisfelner

     * Latham & Watkins
       885 Third Avenue, New York, New York 10022
       Attn: Martin Flics

     * Paul, Weiss, Rifkind, Wharton & Garrison
       1285 Avenue of the Americas, New York, New York 10019
       Attn: Stephen Shimshak

     * Global Crossing Ltd.
       7 Giralda Farms, Madison, New Jersey 07940
       Attn: Jon Fisse

     * Huron Consulting Group
       550 West Van Buren Street, Chicago, Illinois 60606
       Attn: Steve Burns

If a timely objection is not received in accordance with the
Notice, the Debtors will be authorized to assume the Contract
and the Cure Costs listed on the Database will be binding for
all purposes in these Chapter 11 cases and will constitute a
final determination of total cure amounts required to be paid by
the Debtors in connection with the assumption of each Contract.

If a proper and timely objection to the assumption of any
Contract or the amount of any Cure Costs is filed, the hearing
to consider the objections will be held before Judge Gerber in
Room 613 of the United States Bankruptcy Court, Alexander
Hamilton Custom House, One Bowling Green, New York, New York,
10004, on December 12, 2002 at 9:45 a.m. prevailing Eastern
Time.

A counterparty to a contract that is not listed on the Database
and therefore not slated for assumption, may request that the
Debtors assume the contract by sending written request for
assumption to the Debtors, which will include a waiver of all
defaults and any right to cure payment under the contract.

                   Confidentiality Provisions

Mr. Basta informs the Court that some of the Contracts contain
confidentiality provisions that prohibit the disclosure of the
terms of the Contracts and, in some instances, of the existence
of the Contracts themselves.  The effective implementation of
the Assumption Procedures is contingent on a determination by
this Court that the listing of the Contracts on the Database,
including any identifying information, does not violate the
confidentiality provisions contained in these Contracts.

The Debtors assert that the limited information provided on the
Database does not violate the confidentiality provisions in the
Contracts.  A strict interpretation of these provisions would
prohibit the Debtors from successfully implementing the
Assumption Procedures and would force them to incur significant
costs.

Pursuant to Section 105(a) of the Bankruptcy Code, the Court
rules that, by implementing the Assumption Procedures and
operating the Database, the Debtors are not violating any
confidentiality provisions contained in any part of the
Contracts. (Global Crossing Bankruptcy News, Issue No. 26;
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


GRAHAM PACKAGING: Adjusted EBITDA Climbs 16% in Third Quarter
-------------------------------------------------------------
Graham Packaging Holdings Company, parent company of Graham
Packaging Company, L.P., said its third-quarter adjusted
earnings before interest, taxes, depreciation and amortization
were up 16 percent, compared to the same quarter last year.

"We're extremely pleased with our continued earnings growth,
especially in light of the difficult economic conditions," Chief
Financial Officer John Hamilton said.  "Our earnings have
continued to improve while debt has remained essentially
constant, which has continued to lower the leverage of the
company," he noted.  "The company is in full compliance with all
covenants at the end of the third quarter applicable to its
indebtedness.  In addition, we ended the third quarter with
approximately $100 million of availability on our lines of
credit."

The increase in adjusted EBITDA (earnings before interest,
taxes, depreciation and amortization) was achieved on a 6.4
percent increase in unit sales during the quarter, reflecting
the company's continuing global growth across a range of single-
serve beverages.  Sales in dollars declined compared to the same
period last year, primarily due to the company's restructuring
process in Europe, which involves the sale or closure of six
locations.  The restructuring is focusing the company on key
strategic customers in Europe utilizing the most competitive
technology.

Sales for the quarter were $227.1 million, 1.8 percent below the
third quarter of 2001.  Excluding locations impacted by the
European restructuring, sales in the third quarter of 2002 would
have increased approximately 3 percent, as compared to the same
period of 2001, and unit volume would have grown approximately
12 percent.

Year-to-date sales were $695 million, 2.6 percent below the same
period in 2001, while unit sales increased by 7 percent.  The
decrease in sales year-to- date was primarily due to decreases
in the market prices of resin, combined with the European
restructuring.  Year-to-date adjusted EBITDA was 17.8 percent
above the same period in 2001.

Year-to-date net income through September 29 totaled $16.1
million, compared to a loss of $7.6 million for the same period
last year.  This is despite a third quarter $12.2 million
unusual charge, primarily for plant restructurings of which $4.0
million is reflected in depreciation and amortization in the
table below, causing a $1.1 million net loss for the quarter.  
Net loss for the third quarter 2001 was $0.3 million, including
unusual charges of $2.1 million.

Graham has also added three new locations during the quarter.  
"We're in the start-up phase at several locations around the
world," Chief Executive Officer Phillip R. Yates said.  "The
positive impact from these plants won't be seen until 2003."

Based in York, Graham Packaging designs and makes customized
blow-molded plastic containers for branded food and beverage
products, household and personal care products, and automotive
lubricants.  The company currently operates 57 plants and
employs approximately 4,000 people throughout North America,
Europe, and Latin America.  It produced more than eight billion
containers and reported total worldwide sales of approximately
$923 million in 2001.

Graham's majority owner is Blackstone Capital Partners of New
York. Blackstone recently raised the world's largest private
equity fund - $6.5 billion for its BCP IV fund.

As reported in Troubled Company Reporter's June 19, 2002,
edition, Standard & Poor's assigned a B rating to Graham
Packaging's $700 million credit facility.


HAYES LEMMERZ: Seeks Nod to Renew AFCO Insurance Financing Deal
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
seek the Court's authority to enter into two insurance premium
financing agreements with AFCO Credit Corp.

Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, relates that in the normal course
of operating their businesses, the Debtors maintain various
types of insurance, including policies for property, general
liability, crime, and umbrella liability.  To defray the high
cost of premiums for the insurance policies, the Debtors have
negotiated two proposed insurance premium financing agreements
with AFCO Credit Corp.  Pursuant to the Finance Agreements, AFCO
will finance the premiums for the Insurance Policies.

Early in these cases, the Debtors entered into two insurance
premium financing agreements with AFCO to finance premiums for
necessary insurance coverage.  The Court authorized the Debtors
to enter into the Initial Finance Agreements on December 7,
2001. Essentially, the insurance coverage to be financed through
the Finance Agreements would replace the coverage that the
Debtors financed through the Initial Finance Agreements.

Mr. Yurkewicz contends that the maintenance of the insurance
coverage provided by the Insurance Policies is essential to the
Debtors' continued operations.  The terms of the Insurance
Policies are characteristic of those of insurance policies
typically maintained by corporate entities that are similar in
size and nature to the Debtors.  Specifically, the Insurance
Policies provide coverage for the Debtors' property, general
liability, crime and umbrella liability coverage liabilities
that the Debtors may incur during the operation of their
business. The premiums payable under the Insurance Policies is
$5,740,465.

Pursuant to the Finance Agreements, AFCO will pay the premiums
for the Insurance Policies in full.  In return, pursuant to the
terms of the Finance Agreements, the Debtors are required to pay
to AFCO a $1,919,878 down payment and eight monthly installments
of $483,638.  The Finance Agreements provide for an interest
rate of 3.375% with respect to the amounts financed.

As was the case with the Initial Finance Agreements, Mr.
Yurkewicz contends that the Debtors were unable to obtain
unsecured credit with respect to insurance premium financing.
Accordingly, the Finance Agreements provide that the amount
financed would be secured by all unearned and returned premiums
resulting from reduction or cancellation of the coverage under
the Insurance Policies.  In addition, pursuant to the Finance
Agreements, the Debtors would be required to grant AFCO a power
of attorney to effect cancellation of the Insurance Policies and
collect the unearned premiums should the Debtors default under
the terms of the Finance Agreements.  However, AFCO will not be
able to exercise this power of attorney until:

-- it has provided the Debtors the notice and cure period
   required by applicable state statute; and

-- the Debtors have failed to cure any default within the
   period.

According to Mr. Yurkewicz, the Insurance Policies will provide
the Debtors with coverage are typically carried by corporations
and are necessary to avoid unexpected losses that may disrupt a
company's cash flows.  Thus, obtaining this coverage is critical
to the Debtors' continued operation and essential for the
Debtors' reorganization efforts.

In addition, the cost of funds under the Finance Agreements is
lower than under the Debtors' postpetition financing arrangement
with their postpetition lenders.  Accordingly, it is more
beneficial for the Debtors to finance the Insurance Policies
through AFCO than to borrow under the DIP Agreement to purchase
the Insurance Policies.  Although the DIP Agreement restricts
the creation and existence of any liens on the Debtors'
property, the Debtors have provided counsel for the lenders
under the DIP Agreement with a copy of the Finance Agreements
and believe the lenders will consent to this motion.  Financing
the premiums to be paid under the Insurance Policies enables the
Debtors to maintain critical insurance coverage while preserving
their available cash.

The Debtors also ask the Court to consider interim approval of
the motion today, November 14, 2002.  If no objection is filed
by November 25, 2002, the Interim Order would automatically
become a final order.  In the event an objection is filed, a
final hearing on the Motion and any objections would be
scheduled on December 4, 2002.

Mr. Yurkewicz tells the Court that the events of September 11,
2001, the downturn of the stock market and other current issues
have had a significant negative impact on the global insurance
markets both in terms of rates and capacities.  Accordingly,
placement of insurance for large businesses like the Debtors has
become very difficult.  Moreover, the Debtors efforts have been
further complicated by their status as Chapter 11 debtors and
debtor-in-possession.  As a result, the Debtors' negotiations
for insurance coverage, which commenced early in 2002, for the
policy year from November 1, 2002 through October 31, 2003, were
not completed until the close of business on October 31, 2002.
Moreover, the Debtors were not able to reach terms with AFCO
until late in the day on November 1, 2002.

Although the Debtors have obtained binders under the Insurance
Policies subject to the Finance Agreements, the companies
providing insurance have stated that the binders and the
Insurance Policies will be terminated if the premiums are not
advanced before the end of November 2002.  Moreover, AFCO will
not advance the premiums under the Insurance Policy until the
Debtors obtain at least interim approval of the Motion and entry
of the Proposed Order.  Accordingly, because the Debtors will
suffer immediate and irreparable harm if the Insurance Policies
are terminated, the Debtors believe ample cause exists for the
Court to grant interim approval of the Motion and enter the
Proposed order. (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 says, are trading at 45 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


IN STORE MEDIA: Files for Chapter 11 Reorganization in Colorado
---------------------------------------------------------------
In Store Media Systems, Inc. (OTC Bulletin Board: ISMS), has
filed a petition under Chapter 11 of the Bankruptcy Code in
United States Bankruptcy Court for the District of Colorado. The
Company has petitioned to continue operations as Debtor in
Possession and will file a Plan of Reorganization that will
propose to pay all undisputed creditor claims in full. In Store
Media Systems will also file an adversary action against Let's
Go Shopping, Inc., to determine whether or not the Company can
implement its Plan of Reorganization.

This action by ISMS was precipitated by the unilateral
cancellation by Let's Go Shopping, Inc., of the Patent and
License Agreement between ISMS and LGS, which was announced by
ISMS on October 10, 2002. As a result of the action by LGS, ISMS
has been deprived of previously arranged equity capital and
denied the benefit of coupon booklet revenues from continuing
operation at Piggly Wiggly Carolina Co, Inc., supermarkets.
These actions have damaged ISMS and its ability to proceed with
its current business plan.

In Store Media Systems has retained counsel to represent the
Company and is confident that it will prevail in this dispute.

Mike Mozer, President/CEO of ISMS said, "We believe this
reorganization filing is the best and fastest way for ISMS to
resolve the legal issue, pay ISMS creditors in full and preserve
value for its shareholders."

In Store Media Systems, Inc., is a public (OTC Bulletin
Board:ISMS) company that specializes in retail grocery coupon
distribution and coupon processing technologies, associated data
management and data marketing services. In Store Media Systems
owns four patents and has one patent pending. The Company's
proprietary systems will be developed and operated by ISMS to
greatly reduce costs and substantially increase sales for
coupon-issuing manufacturers and coupon-redeeming retailers.


INTEGRATED HEALTH: Court Approves IHS Replacement DIP Facility
--------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained Court approval authorizing, pursuant to Sections 105,
363 and 364 of the Bankruptcy Code:

A. an Amendment to the DIP Credit Agreement, by and among IHS,
   as borrower, and The CIT Group/Business Credit, Inc., as
   Administrative Agent and Lender, CapitalSource Finance LLC,
   as Collateral Agent and Lender, and the DIP Lenders; and

B. the payment of a $50,000 amendment fee.

The Amendment will defer the requirement for a cash collateral
increase from September 30, 2002, to December 31, 2002, because
certain sale transactions and the filing of a plan of
reorganization have not occurred as contemplated.

Among other things, the Amendment provides for a modification of
the definition of Cash Collateral Balance to mean:

A. from the Closing Date through December 30, 2002, $25,000,000
   plus any amount required to be deposited into the CITBC Cash
   Collateral Account, and

B. from the earlier of the date of the closing of the Symphony
   sale or December 31, 2002, $40,000,000 plus any amount
   required to be deposited into the CITBC Cash Collateral
   Account.

In addition, the Amendment includes certain provisions that
clarify terms already set forth in the DIP Credit Agreement.

Finally, the Amendment requires that the Debtors pay to the
Administrative Agent a $50,000 fee and reimburse the DIP Lenders
for any out-of-pocket expenses incurred in connection with
obtaining Court approval of the Amendment. (Integrated Health
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INTEREP NAT'L: S&P Affirms CCC+ Rating & Revises Outlook to Pos.
----------------------------------------------------------------
Standard & Poor's Nov. 12

Standard & Poor's Ratings Services revised its outlook on
Interep National Radio Sales Inc., to positive from negative
following its private placement of $10 million in 8.125% senior
secured notes due 2007.

At the same time, Standard & Poor's affirmed its triple-'C'-plus
corporate credit rating on the company. New York-based Interep
is the leading independent radio advertising sales epresentation
firm, with about 50% of the national spot radio market.
Inclusive of the new notes, Interep has $109 million in debt.

"The cash provided by the new notes relieves Interep's liquidity
pressures and will help it meet its near-term financial
obligations," according to Standard & Poor's credit analyst
Steve Wilkinson. He added, "In addition, Interep's profitability
has started to rebound as a result of currently positive trends
in national radio advertising demand and the company's cost-
reduction measures. A continuation of these trends and an
absence of additional contract buyouts could improve the
company's financial profile sufficiently to warrant an upgrade
in 2003. However, the sustainability of these trends is
uncertain given continued economic weakness and still limited
revenue visibility."

The ratings could be raised if continued improvements in
profitability and cash flow enable the company to restore its
financial profile and maintain adequate liquidity.


IT GROUP: Maintains Plan Filing Exclusivity Until January 23
------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates, with the support
of the Official Committee of Unsecured Creditors, obtained the
Court's approval for the third time extending their exclusive
periods to:

    -- file a plan of reorganization, through and including
       January 13, 2003; and

    -- solicit acceptances of that plan from creditors, through
       and including February 11, 2003.


J.C. PENNEY: Will Open Two More Eckerd Stores in Georgia
--------------------------------------------------------
F&D Reports, Nov. 11

The Eckerd Chain of JC Penney plans to expand in Columbus,
Georgia, said F&D Reports Nov. 11, 2002 edition. Eckerd will
open two more units, doubling its presence in the area. The
stores' scheduled openings are January and February of next
year.

The stores will help the company compete with the market leaders
CVS and Walgreen.

                         *   *   *

As previously reported, Fitch Ratings assigned a rating of 'BB+'
to J. C. Penney Co., Inc.'s new $1.5 billion secured bank
facility. At the same time, Fitch lowered its ratings on
Penney's senior unsecured notes to 'BB' from 'BB+' and
convertible subordinated notes to 'B+' from 'BB-', given their
subordinated position to the new bank facility.  The bank
facility is secured by Penney's department store and catalog
inventory, which totaled $2.9 billion as of year-end. In
addition, the 'B' commercial paper rating is withdrawn. The
Rating Outlook is revised to Stable from Negative, reflecting
the progress Penney has made in turning around its drugstore and
department store operations, and the expectation that the
company will continue to make gradual progress in improving
profitability from currently weak levels. Approximately $5.4
billion of debt is affected by the rating actions.


KAISER ALUMINUM: Third Quarter 2002 Net Loss Reaches $83 Million
----------------------------------------------------------------
Kaiser Aluminum reported a net loss of $83.4 million for the
third quarter of 2002, compared to net income of $68.4 million
for the year-ago quarter.

For the first nine months of 2002, Kaiser's net loss was $197.9
million, compared to net income of $123.9 million for the first
nine months of 2001.

Results for the third quarter and nine months of 2002, and for
the comparable periods of 2001, include a number of significant
non-recurring operating items.

Net sales in the third quarter and first nine months of 2002
were $348.0 million and $1,104.9 million, compared to $430.3
million and $1,357.4 million for the comparable periods of 2001.

Kaiser President and Chief Executive Officer Jack A. Hockema
said, "Our third-quarter operating results were less favorable
than those of the year-ago period due to tough business
conditions in all four of our operating segments, combined with
the impact of non-cash operating charges.

"Nonetheless, while tough market conditions obviously have had
an adverse impact on our financial results, Kaiser's primary
focus is cash generation and liquidity and positioning the
company for emergence from Chapter 11. In that regard, we are
pleased that, after more than a year of these difficult market
conditions, we have approximately a quarter of a billion dollars
of liquidity. We are confident this amount provides the company
with enough to stay the course until the economy improves."

Hockema said, "We continue to move resolutely through the
Chapter 11 process and to take steps to strengthen the company.
As a result, Kaiser's advisors have developed a preliminary
timeline that could allow the company to emerge from Chapter 11
in 2004, although our management team continues to push for an
aggressive pace." Hockema cited three areas in which the company
has demonstrated its continued momentum:

     --  Improving cost performance - The company had
significantly reduced its controllable costs in the third
quarter and first nine months of 2002, as compared to the same
periods of 2001. The reductions were in addition to the
elimination of abnormal Gramercy startup costs that were
incurred in 2001. Hockema noted that the company expects to
realize additional sustainable improvements to bolster the
company's competitive position upon emergence from Chapter 11.

     --  Attaining procedural milestones - On October 29, the
Bankruptcy Court approved Kaiser's request to set January 31,
2003 as the general bar date by which certain entities must file
proofs of claims in the company's Chapter 11 case (except for
asbestos personal injury claims). Setting the general bar date
is an essential step in progressing through the reorganization
process.

     --  Investing in new product development - On November 8,
the company announced Kaiser Select(TM), a family of engineered
products featuring enhanced technical properties and competitive
pricing.

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

The Company's September 30, 2002 balance sheets show a total
shareholders' equity deficit of about $671 million, as compared
to $441 million, recorded at December 31, 2001.

DebtTraders says, Kaiser Aluminum & Chemicals' 12.75% bonds due
2003 (KLU03USR1) are trading at 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for  
real-time bond pricing.


KMART CORP: Has Until February 25 to Remove Prepetition Actions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extends the time for Kmart Corporation and its debtor-affiliates
to file notices of removal with respect to any pending action to
the later of:

    -- February 25, 2003; or

    -- 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       removed.

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


KNOLOGY INC: Closes $39M Equity Investment and Debt Workout Deal
----------------------------------------------------------------
Knology, Inc., announced solid operating results in the third
quarter of 2002.  Knology also reported, subsequent to quarter
end, the closing of its previously announced $39 million equity
investment in the Company and debt restructuring transaction.

Knology reported 282,450 total connections and 432,637
marketable passings at September 30, 2002, amounting to a
connection penetration rate of 65%. Knology added 16,272 on-net
connections during the third quarter 2002, representing the
largest third quarter net connection gain in the history of the
Company.  Revenues for the third quarter 2002 were $36,132,000,
up $1,254,000, or 4%, compared with the second quarter 2002 and
up $8,736,000, or 32%, compared with the third quarter 2001.  
Net loss was $37,470,000 during the third quarter 2002 compared
with $24,258,000 during the second quarter 2002 and $1,565,000
during the third quarter 2001, which included a gain on debt
extinguishment of $29,394,000.  The increase in net loss
compared with the second quarter 2002 resulted primarily from a
$9,478,000 asset impairment charge related to construction and
franchise activity and a $3,212,000 charge for transaction costs
associated with the debt restructuring.  EBITDA, as adjusted
(earnings before interest, taxes, depreciation and amortization,
restructuring costs, asset impairment, and other expense) was
$5,424,000 for the third quarter 2002 versus $4,697,000 for the
second quarter 2002 and $728,000 for the third quarter 2001.

Subsequent to quarter end, on November 6, Knology closed a
$39,000,000 private placement transaction, and together with
Knology's subsidiary, Knology Broadband, Inc., completed a debt
restructuring transaction that eliminated approximately
$250,000,000 of principal debt obligation.  Knology expects to
record a gain related to the reorganization of approximately
$110,000,000 during the fourth quarter 2002.

Rodger Johnson, president and chief executive officer, stated,
"It was a significant accomplishment for Knology to deliver
favorable operating results, including solid growth in
connections, revenues and EBITDA during the third quarter, while
simultaneously working diligently through the restructuring
process.  We are pleased that the reorganization activity was
completed in a timely manner and that we can now focus more
attention on operational aspects of our business."  Rob Mills,
vice president and chief financial officer, added, "We are
excited about the continued success of our business model and
the significant impact of the debt restructuring and private
placement on our financial position.  The increased cash on hand
coupled with the significantly lower principal and interest debt
service obligation will allow Knology to continue to
successfully grow the business."

Knology, headquartered in West Point, Georgia, is a leading
provider of interactive voice, video and data services in the
Southeast.  Its interactive broadband network is one of the most
technologically advanced in the country. Knology provides
residential and business customers over 200 channels of digital
cable TV, local and long distance digital telephone service
featuring the latest enhanced voice messaging services, and high
speed Internet service, which enables consumers to download
video, audio and graphic files at fast speeds via a cable modem.  
The company was founded in 1995 by ITC Holding Company, Inc., a
telecommunications holding company in West Point, Georgia, and
South Atlantic Venture Funds.  For more information, please
visit its Internet site at http://www.knology.com


LA QUINTA: Signs-Up Rufus Schriber to Lead Marketing Initiatives
----------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) announces the appointment of
Rufus Schriber as executive vice president of marketing to lead
its brand positioning and national marketing initiatives.  As a
member of La Quinta's executive committee, Mr. Schriber will
report directly to company President and CEO, Francis W. "Butch"
Cash.

"Over the past two years, we have made a number of improvements
at La Quinta -- selling non-core assets, reducing debt,
restructuring our tax and legal entities, initiating a franchise
program, improving our information systems and controlling our
costs.  The remaining area of our corporate turnaround is
revenue performance.  Rufus has the proven leadership,
experience and marketing savvy to help grow our revenues," said
Mr. Cash.

With more than 25 years of marketing and brand management
experience in the hospitality industry, Mr. Schriber has served
in a variety of executive- level capacities, most recently with
Marriott International.  As executive vice president of brand
management and marketing at Marriott, Mr. Schriber led the
strategy, positioning development and execution of ten lodging
brands.

As vice president for the Residence Inn brand, Mr. Schriber was
responsible for the strategy development, marketing planning for
the 300-unit extended- stay chain.  Prior to joining La Quinta,
he worked with the Company on a consulting basis for six months.  
A graduate of Princeton University, Mr. Schriber also served in
the United States Marine Corps.

Dallas-based La Quinta Corporation, a limited-service lodging
company, owns, operates or franchises more than 330 La Quinta
Inns and La Quinta Inn & Suites in 33 states.  For more
information about La Quinta, please visit its Web site at
http://www.LQ.comor for reservations at any La Quinta hotel  
call 1-800-531-5900.

                         *    *    *

As reported in Troubled Company Reporter's Sept. 9, 2002
edition, Standard & Poor's revised its outlook on La Quinta
Corp., to stable from negative. The action followed the lodging
company's improved credit measures resulting from its successful
asset-sale program and use of proceeds towards debt reduction.
At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and other ratings on the Dallas, Texas, company.

Debt outstanding totaled $812 million at June 30, 2002, down
from $1 billion at the end of 2001. As of June, the company had
reduced the size of its health-care assets to $51 million (net
of impairments) and had used all proceeds to reduce debt.


LERNOUT & HAUSPIE: Plan's Classification and Treatment of Claims
----------------------------------------------------------------
Lernout & Hauspie Speech Products N.V.'s proposed Liquidating
Chapter 11 Plan classifies the Claims and Equity Interests
against its estate under its proposed Plan accordance with the
Bankruptcy Code and other applicable law.  In all cases, the
treatment of any Claim may be modified as agreed upon in writing
between the Claim holder and L&H NV, subject, if necessary, to
Bankruptcy Court approval after notice and a hearing.

In addition, L&H NV reserves the right to prepay, without
penalty or premium, any amount that the Plan provides will be
paid after the Effective Date.

The treatment of any Claim or Equity Interest under the Plan
will be in full satisfaction, settlement, release of and in
exchange for the Claim or Equity Interest.  All Distributions or
other transfers to be made to holders of Allowed Claims will be
made by Post Effective Date L&H NV and the Curators in
accordance with the terms of the Plan.

L&H NV presents the Court with a table summarizing the
classification and treatment of the prepetition Claims and
Equity Interests under the Plan.  The Estimated Claim Amounts
are based on a review of the proofs of Claims filed in the
Chapter 11 Case, L&H NV's books and records, and Claims filed
exclusively in the Belgian Case.  There can be no assurance that
the estimated amounts are correct, and actual Claim amounts may
be significantly different from the estimates.  L&H NV's
inability to estimate accurately these amounts may be impeded by
various factors, including, but not limited to, the difficulty
of accurately ascertaining the total amount of claims filed in
both the Chapter 11 Case and the Belgian Case.

                                         Estimated    Estimated
      Type of                            Aggregate    Percentage
      Claim or                           Amount of    Recovery
      Equity                             Allowed      Of Allowed
Class Interest    Treatment              Claims       Claims
----- --------    ---------              ---------    ----------
  N/A  Admin.      Unimpaired --          $_________     100%
       Expenses    not entitled to
       & Claims    vote -- paid in full,
                   in cash, when due

   1   Priority    Unimpaired -- not      $18,449,000    100%
       Non-Tax     entitled to vote

   2   Secured     Unimpaired -- not         $684,000    100%
       Claims      entitled to vote

   3   Unsecured   Impaired -- entitled  $640,050,000      5%
       Claims      to vote;

   4   PIERS/Old   Impaired -- entitled  $189,360,000     N/A
       Convertible to vote;
       Subordinated
       Notes
       Claims

   5   Common      Impaired -- deemed             N/A      0%
       Stock       to have rejected
                   the Plan

   6   Securities  Impaired -- deemed             N/A      0%
       Laws        to have rejected
       Claims      the Plan.

   7   Other       Impaired -- deemed             N/A      0%
       Equity      to have rejected
       Interests   the Plan.

                      Unimpaired Classes Of Claims

Class 1: Priority Non-Tax Claims

Class 1 consists of all Claims entitled to priority under
Section 507(a) of the Bankruptcy Code other than Priority Tax
Claims and Administrative Expense Claims.  Class 1 also consists
of any Claim of a kind given priority under applicable Belgian
law, including:

(a) Belgian employees' Claims for severance and social security
    of the kinds specified in Article 17 and Article 19 of the
    "Hypotheekwet" (Privilege Act of December 16, 1851 of
    Belgium);

(b) Belgian Tax Claims of the kind specified in Article 422 and
    Article 423 of the "Wetboek van de Inkomstenbelastin 1992"
    (the Belgian Income Tax Code of 1992); and

(c) Belgian Tax Claims of the kind specified in Article 86 and
    Article 88 of the "Wetboek Belasting Over de Teogevoegde
    Waarde" (the Belgian VAT Code).

On the Effective Date, a holder of an Allowed Class 1 Priority
Non-Tax Claim will receive, in full satisfaction, settlement and
release of, and in exchange for, the Allowed Class 1 Priority
Non-Tax Claim:

(a) cash, equal to the amount of such Allowed Class 1 Priority
    Non-Tax Claim, or

(b) other treatment as to which Post Effective Date L&H NV and
    such holder will have agreed on in writing.

L&H NV estimates that Allowed Priority Non-Tax Claims against
L&H NV will total approximately $18,449,000.

Class 2: Secured Claims

Class 2 consists of all Secured Claims.  A Secured Claim is a
Claim that is secured by a Lien on Collateral to the extent of
the value of the Collateral, as determined in accordance with
Section 506(a) of the Bankruptcy Code, or as otherwise agreed
upon in writing by the Debtor and the Claim holder, subject to
the Bankruptcy Court approval.  To the extent that the value of
the interest is less than the amount of the Claim, which has the
benefit of the security, the Claim is an Unsecured Deficiency
Claim unless, in any case, a secured claimant makes a valid and
timely election under Section 1111(b) of the Bankruptcy Code to
have its Claim treated as a Secured Claim to the extent Allowed.

Each holder of an Allowed Secured Claim will be deemed to be
classified in a separate Class.  To the extent that any Claim is
determined to be an Allowed, valid and perfected Secured Claim,
the holder of the Secured Claim will receive the first net
proceeds (i.e., proceeds net of all costs and expenses related
to such sale) from the sale of any of its Collateral to the
extent of the principal amount of its Claim.  To the extent
permitted under applicable law, including the Bankruptcy Code,
as determined by the Bankruptcy Court at the Confirmation
Hearing, the holder of such Allowed Secured Claim will receive
the contractual non-default rate of interest on such Allowed
Secured Claim semiannually in arrears based upon the amount of
unpaid principal for such period and permitted costs.  Until
each Secured Claim is paid in full, the holder of the Allowed
Secured Claim will retain the Liens securing the Allowed Secured
Claim.

Post Effective Date L&H NV will make full payment to each
secured creditor to the extent of its Allowed Secured Claim on
or before December 31, 2003.  L&H NV estimates that the amount
of Allowed Class 2 Secured Claims total approximately $684,000.  
This amount reflects the aggregate face amount of the Secured
Claims.  L&H NV expresses no opinion as to the value of the
collateral securing these claims and expressly reserves all of
its rights with respect to such valuation.

                   Impaired Classes Of Claims

Class 3: Unsecured Claims

Class 3 consists of all Unsecured Claims other than Class 4
PIERS/Old Convertible Subordinated Notes Claims, and Class 6
Securities Laws Claims.  Class 3 Unsecured Claims include Claims
under the Belgian Revolving Credit Facility, all prepetition
trade Claims, and other prepetition general unsecured creditors.

On the Effective Date, each holder of an Allowed Class 3
Unsecured Claim will receive a Ratable Proportion of the
Available Cash and 93% of the Litigation Trust Beneficial
Interests; provided, however, that with respect to the Allowed
Unsecured Claim Trust Interests:

(a) holders of U.S. Claims that are Allowed Unsecured Claims
    will receive a Ratable Portion of 7.53% of the Allowed
    Unsecured Claim Trust Interests (or 7% of the Litigation
    Trust Beneficial Interests distributed under the Plan; and

(b) holders of all Allowed Unsecured Claims --including
    holders of U.S. Claims that are Allowed Unsecured Claims
    -- will receive a Ratable Portion of the remaining 92.47%
    of the Allowed Unsecured Claim Trust Interests -- or the
    remaining 86% of the Litigation Trust Beneficial Interests
    distributed under the Plan.

L&H NV estimates that the amount of Allowed Class 4 Unsecured
Claims will aggregate approximately $640,050,000.

Class 4: PIERS/Old Convertible Subordinated Notes Claims

Class 4 consists of all PIERS Transaction Claims and Old
Convertible Subordinated Notes Claims.  On the Effective Date,
each holder of an PIERS/Old Convertible Subordinated Notes Claim
will receive, in full satisfaction, settlement, release of and
in exchange for the Allowed PIERS/Old Convertible Subordinated
Notes Claim, a Ratable Proportion of both:

(a) the Excess Available Cash (if any), and

(b) 7% of the Litigation Trust Beneficial Interests.

No interest will be paid on any Class 4 PIERS/Old Convertible
Subordinated Notes Claim.  L&H NV estimates that the amount of
Allowed Class 4 PIERS/Old Convertible Subordinated Notes Claims
will aggregate approximately $189,360,000.

                Impaired Classes Of Equity Interests

Class 5: Common Stock

Class 5 consists of all interests of holders of Common Stock on
account of these interests.  Holders of Class 5 Common Stock
Equity Interests will receive no Distributions under the Plan on
account of the Class 5 Common Stock Equity Interests.

Class 6: Securities Law Claims

Class 6 consists of all Securities Law Claims.  Securities Law
Claims include a Claim:

(1) arising from rescission of a purchase or sale of a security
    of the Debtor or an Affiliate of the Debtor;

(2) for damages arising from the purchase or sale of such a
    security;

(3) for reimbursement, indemnification, or contribution allowed
    under section 502 of the Bankruptcy Code on account of a
    Claim for damages or rescission arising out of a purchase or
    sale of a security of the Debtor or an Affiliate of the
    Debtor; or

(4) for similar violations of the securities laws,
    misrepresentations, or any similar claim, including, to the
    extent related to the foregoing or subject to subordination
    under section 510(b) of the Bankruptcy Code, but not limited
    to, any attorneys' fees incurred in connection with the
    foregoing, claims for indemnification relating to the
    foregoing, the Securities Class Actions/Suits, and those
    certain Claims asserted by Stonington Capital Partners,
    Inc., Stonington Capital Appreciation 1994 Fund, L.P. and
    Stonington Holdings LLC, which are subject to mandatory
    subordination under section 510(b) of the Bankruptcy Code.

Holders of Allowed Class 6 Securities Law Claims will receive no
Distributions under the Plan on account of the Class 6
Securities Law Claims.

Class 7: Other Equity Interests

Class 7 consists of all Equity Interests not otherwise
classified in Class 5 or 6, including the interests of holders
of Old Stock Options and any Claims of the types described in
the Bankruptcy Code.  A holder of any Equity Interest not
otherwise classified in Class 5 or 6 will receive no
distributions under the Plan on account of the Equity Interest.

                        Unclassified Claims

a. Administrative Expense Claims

Administrative Expense Claims relate to costs or expenses of
administration of the Chapter 11 Case allowed under the
Bankruptcy Code and certain Claims arising under Belgian law,
including, without limitation:

(a) any actual and necessary costs and expenses of
    preserving the Estate of the Debtor;

(b) any actual and necessary costs and expenses of
    operating the business of the Debtor;

(c) any indebtedness or obligations incurred or assumed
    by the Debtor in the ordinary course of business in
    connection with the conduct of its business;

(d) claims for reclamation allowed in accordance with
    Section 546(c)(2) of the Bankruptcy Code pursuant to
    a Final Order;

(e) any Professional Fees, whether fixed before or after
    the Effective Date;

(f) any fees or charges assessed against and payable by
    the Estate of the Debtor to the United States Trustee
    or the Clerk of the Court, including post-Confirmation
    Date and post-Effective Date fees and charges; and

(g) any cost that is considered an Administrative Expense
    Claim under either:

     -- the Belgian "Faillissementswet" (the Belgian
        Bankruptcy Code of August 8, 1997), including, but
        not limited to, Clauses 33, 46 and 79 thereof,  1;
        or

     -- the "Wet op het gerechtelijk akkoord" (the Belgian
        Judicial Composition Act of July 17, 1997).

Each holder of an Allowed Administrative Expense Claim will be
paid cash in full by or on behalf of the Debtor, or the
successor(s) in interest:

(1) upon the Effective Date or as soon as practicable
    thereafter;

(2) as soon as practicable after the Claim becomes an Allowed
    Administrative Expense Claim if the date of allowance is
    later than the Effective Date, or

(3) upon other terms as may be mutually agreed upon between
    the holder of an Allowed Administrative Expense Claim and
    the Debtor or Post Effective Date L&H NV.

L&H NV estimates that Allowed Administrative Expense Claims that
will remain unpaid as of the Effective Date total approximately
$13,200,000.

b. Priority Tax Claims

Priority Tax Claims consist of Claims entitled to priority under
the Bankruptcy Code and under applicable Belgian law.  On the
Effective Date, a holder of an Allowed Priority Tax Claim will
receive, in full satisfaction, settlement, release of, and in
exchange for the Allowed Class 1 Priority Tax Claim:

(a) cash equal to the amount of the Allowed Class 1 Priority Tax
    Claim, or

(b) other treatment as to which Post Effective Date L&H NV and
    the holder will have agreed on in writing.

L&H NV currently estimates that Priority Tax Claims total
approximately $610,000.

                 Disclaimers and Limitations

L&H NV warns that the estimated aggregate amount of allowed
claims and estimated percentage recoveries are preliminary
determinations that remain subject to change and amendment based
upon, among other things, the completion of the claims
reconciliation process -- both in the United States with respect
to the Chapter 11 Case and in Belgium with respect to the
Belgian Case -- and the ultimate liquidation of L&H NV's assets.

There can be no assurance that actual amounts will not differ
significantly from these estimates.  The estimated percentage
recoveries ascribe no value to the Litigation Trust Beneficial
Interests.

In addition to these disclaimers, there are limitations on these
claims distributions:

    (a) Belgian Revolving Credit Claims Exclusion Holders of
        Claims under the Belgian Revolving Credit Facility
        -- which are classified under, and constitute a
        portion of, Class 3 Unsecured Claims -- will not be
        entitled to any Distributions that are the proceeds
        -- either directly or derivatively -- of distributions
        made to L&H NV under the Dictaphone Plan on account of
        Intercompany Loan Agreement Claims assertable by L&H
        NV under the Dictaphone Plan;

    (b) Belgian Revolving Credit Deemed Waiver -- As a
        condition to receiving the Distributions of the Plan
        for Class 3, all holders of Claims under the Belgian
        Revolving Credit Facility will be deemed to have
        waived any right to receive, and will not receive,
        either directly or derivatively, any distributions
        that are made to L&H NV pursuant to the Dictaphone
        Plan on account of Intercompany Loan Agreement Claims.

    (c) No Interest will be paid on any Class 3 Unsecured
        Claim.  Holders of Allowed Class 3 Unsecured Claims
        will not receive any Distributions after they have
        received 100% repayment of the principal amount of
        their Allowed Class 3 Unsecured Claims.

    (d) Dictaphone Distribution to Lenders as Credit -- Any
        distributions by Dictaphone or Reorganized Dictaphone
        under the Dictaphone Plan, as the case may be, to the
        Lenders on account of the Dictaphone Guaranty will be
        included in determining whether the Lenders have
        received 100% repayment of their claims relating to
        the Belgian Revolving Credit Facility.

        The Lenders, however, may assert the full amount of
        their Allowed Class 3 Unsecured Claims until the time
        as they have received 100% repayment of the principal
        amount of their Allowed Class 3 Unsecured claims under
        the Belgian Revolving Credit Facility -- after taking
        into account distributions under the L&H NV Plan and
        the Dictaphone Plan.  After all holders of Allowed
        Class 3 Unsecured Claims have received 100% repayment
        of the principal amount of their Allowed Unsecured
        Claims, all further Distributions of Available Cash
        and Litigation Trust Beneficial Interests will be
        distributed to holders of Allowed Class 4 PIERS/Old
        Convertible Subordinated Notes Claims.

    (e) ScanSoft Stock Distribution -- If any holder of an
        Allowed Unsecured Claim receives a Distribution of
        Available Cash, any portion of which consists of
        ScanSoft Stock, the value of the ScanSoft Stock will
        be calculated with reference to the average of the
        closing prices on the 20 trading days immediately
        preceding the Distribution.  However, the 5 highest
        closing prices and the 5 lowest closing prices will
        not be used in the calculation.  Each holder of an
        Allowed Unsecured Claim who receives a direct
        Distribution of ScanSoft Stock may, but is not
        required to sell that stock through a broker
        designated by L&H NV or Post-Effective Date L&H NV.

        For purposes of these restrictions, and with respect
        to Distributions of ScanSoft Stock, the phrase "on the
        Effective Date or as soon as practicable thereafter"
        will entitle the Curators to make Distributions of
        either ScanSoft Stock or the Cash proceeds of any
        ScanSoft Stock to holders of Allowed Unsecured Claims
        in amounts and at times as the Curators, with the
        consent of the Litigation Monitoring Committee, which
        consent will not be withheld unreasonably, consider
        to be commercially reasonable. (L&H/Dictaphone
        Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)  


LEVI STRAUSS: S&P Downgrades L-T Corporate Credit Rating to BB-
---------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on jeans wear manufacturer Levi Strauss & Co., to 'BB-' from
'BB.' At the same time, the company's bank loan rating was
lowered to 'BB' from 'BB+.'

In addition, Standard & Poor's affirmed its 'BB-' senior
unsecured debt rating on Levi Strauss. The company's senior
unsecured debt rating is now the same as its corporate credit
rating, reflecting its position within the capital structure.

Levi Strauss, based in San Francisco, California, had about
$1.96 billion of total debt outstanding as of August 25, 2002.
The outlook is stable.

The downgrade reflects Standard & Poor's expectation that credit
measures, already weak for the previous rating, will not improve
significantly in the near term.

"Levi Strauss recently announced entry into the mass market, a
factor that Standard & Poor's views as positive in the long
term," said Standard & Poor's credit analyst Susan Ding.
"However, there is significant execution risk associated with
logistics, production, and delivery response to serve the mass
channel."

The effect on the brand franchise given the new value-channel
positioning and existing retailers' reaction will also be a
concern as the mass market program is rolled out. Levi Strauss
plans to ship the new signature brand in June 2003, in time for
the key back-to-school season.

The ratings reflect Levi Strauss' leveraged financial profile
and its participation in the highly competitive denim and casual
pants industry. The ratings also reflect the inherent fashion
risk in the apparel industry. Nevertheless, the company's well-
recognized brand names in jeans and other apparel, its new
customer-focused strategy, and its satisfactory operating cash
flow generation somewhat mitigate these factors.

New competitors, which have more effectively met consumer
preferences during the past few years for both designer and
private-label jeans wear, have challenged Levi Strauss' market
position. Competition in the pants segments continues to be
intense with VF Corp.'s Lee and Wrangler brands, as well as many
other designer brands. Most participants experienced weakness in
2001 and 2002 as a result of dampened consumer spending.
However, Levi Strauss still holds the No. 2 market share in the
U.S. for jeans, a position due to its core Levi's brand.


METALS USA: Gets Court Nod to Estimate Unliquidated Foam Claims
---------------------------------------------------------------
For purposes of allowance under the Plan of Reorganization,
Metals USA, Inc., and its debtor-affiliates obtained Court
approval to estimate these unliquidated foam litigation claims
pursuant to Section 502(c) of the Bankruptcy Code:

    Claimant                  Claim No.
    --------                  ---------
    Bridget Hayes, et al.        4254
    Jay P. Hayes, et al.         4256
    Bridget Hayes                4260
    Jay P. Hayes                 4259
    Jay P. and Bridget Hayes     4258
    Ruth Rogers, et al.           944
    Ruth Rogers, et al.          4255

The Debtors have already objected to various other foam
litigation claims and are withholding for those Disputed Claims
the full amounts claimed pending resolution in order to avoid
imposing on the Court to estimate those claims before the
initial distribution.  These claims include:

    Creditor Name                 Claim #     Amount
    ---------------------------   -------   ----------
    Backyard Display Center Inc    1642       $236,000
    Barnhart, Charles              1278        350,000
    Escott, Ward                   3587        350,000
    Goins, Polly                   3588        350,000
    Green, Zepher                  3590        350,000
    Richter, Peter                 3592        350,000
                                            ----------
    Total                                   $1,986,000
(Metals USA Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MILACRON INC: Consolidating 2 Plastics Technologies Businesses
--------------------------------------------------------------
To improve operating efficiency and customer service, Milacron
Inc., (NYSE: MZ) is undertaking restructuring initiatives in two
of its plastics technologies businesses. Over the next two
quarters, all manufacturing of container blow molding machines
and structural foam systems will be phased out of Uniloy
Milacron's plant in Manchester, Michigan and relocated to the
company's larger plant in Batavia, Ohio, near Cincinnati. This
more modern and efficient facility in southwest Ohio already
produces all of Milacron's other plastics machinery lines in
North America, including equipment for injection molding,
extrusion and industrial blow molding. The company also
announced that its D-M-E mold technologies business will begin
phasing out manufacturing at its plant in Monterey Park,
California, shifting the production of special mold bases for
injection molding to various other D-M-E facilities in North
America.

"In effect, we're establishing a single, integrated center of
excellence for all of our machinery manufacturing operations in
North America," said Harold J. Faig, president and chief
operating officer. "This will generate cost-saving synergies and
economies of scale. Also, we're creating technical centers of
excellence in Manchester and Monterey Park with increasing
emphasis on improved customer response and service," he said.

In Manchester, Uniloy Milacron will still employ a highly
skilled workforce of more than 200 professionals engaged in key
elements of product design, applications engineering, sales and
aftermarket support for structural foam and container blow
molding machines, as well as in container mold production. The
D-M-E technical center for sales, service and distribution will
remain in the Monterey Park area to best serve its strong west
coast customer base.

For the consolidations Milacron will incur a pre-tax charge to
earnings of approximately $7 million, about half of which will
be taken in the fourth quarter. Annualized cost savings from the
actions are projected, on a pre-tax basis, to exceed $4 million,
most of which will be realized in 2003. The savings come
primarily from synergies and improved efficiencies associated
with the use of more modern manufacturing facilities. Cash costs
for the initiatives, estimated at about $4 million, all come in
2003.

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

                        *    *    *

As reported in Troubled Company Reporter's May 8, 2002, edition,
Standard & Poor's affirmed its double-'B'-minus corporate credit
rating on Milacron Inc., following the company's announcement
that it is selling the Widia Group, its European and Indian
metalworking tools operation, to Kennametal Inc.,
(BBB/Negative/--) for Euro 180 million (about $170 million).

Milacron Capital Holding's 7.625% bonds due 2005 (MZ05USN1),
DebtTraders says, are trading at 62 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MZ05USN1for  
real-time bond pricing.


MONARCH DENTAL: Continues Talks with Lenders re Proposed Merger
---------------------------------------------------------------
Monarch Dental Corporation (Nasdaq:MDDS) reported results for
the third quarter ended September 30, 2002 and announced that,
in accordance with the terms of the letter of intent previously
executed by the parties, Bright Now! Dental, Inc., and its
investor group have extended the exclusivity period under the
letter of intent for an additional 15 days through November 27,
2002.

                    Third Quarter Results

Comparing the three months ended September 30, 2002 with the
three months ended September 30, 2001:

     --  Patient revenue, net was $43.4 million as compared to
         $51.7 million.

     --  Excluding operations from the Company's former
         Wisconsin market that was sold in December 2001,
         patient revenue, net was $43.4 million as compared to
         $45.8 million.

     --  Cash flow from operations was $4.5 million as compared
         to $3.7 million.

     --  Loss before cumulative effect of change in accounting
         principle was $671,000 as compared to $666,000.

     --  Loss per common share before cumulative effect of
         change in accounting principle was $0.31 for both
         periods.

Comparing the nine months ended September 30, 2002 with the nine
months ended September 30, 2001:

     --  Patient revenue, net was $137.9 million as compared to
         $160.2 million.

     --  Excluding operations from the Company's former
         Wisconsin market that was sold in December 2001,
         patient revenue, net was $137.9 million as compared to
         $141.6 million.

     --  Cash flow from operations was $8.9 million as compared
         to $10.9 million.

     --  Income before cumulative effect of change in accounting
         principle was $96,000 as compared to a net loss of
         $173,000.

     --  Income per diluted common share before cumulative
         effect of change in accounting principle was $0.04 as
         compared to a net loss per common share of $0.08.

Review of Core Earnings:

The Company's core earnings for the three months ended September
30, 2002 increased $24,000, or 7.2%, compared to the same period
in 2001 primarily as a result of reduced interest expense
related to its expired Credit Facility and an increase in income
tax benefit partially offset by lower operating income. The sale
of the Company's former Wisconsin operations in December 2001
and scheduled monthly principal payments enabled the Company to
repay indebtedness totaling approximately $14.8 million since
September 30, 2001 under the expired Credit Facility.

Core earnings for the nine months ended September 30, 2002,
decreased $793,000, or 26.1%, compared to the same period in
2001 primarily due to lower operating income partially offset by
lower interest expense related to the Company's expired Credit
Facility and a reduction in income tax expense.

Summary of Unusual Charges (Benefits):

Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and
Other Intangible Assets," and recorded a goodwill impairment of
$11.3 million, net of income tax benefit, in the third quarter
of 2002 related to 3 of its 15 impaired markets. The impairment
was recorded as a cumulative effect of change in accounting
principle. The Company expects to record an additional
impairment for the remaining 12 markets of $70.0 million to
$94.0 million upon completion of the goodwill impairment test in
the fourth quarter of 2002. SFAS No. 142 also eliminated the
amortization of goodwill and intangible assets with indefinite
lives. The Company recorded goodwill amortization of $1.0
million, net of tax, and $3.0 million, net of tax, for the three
and nine-month periods ended September 30, 2001.

Strategic alternative costs consist primarily of legal and
professional fees incurred from efforts to explore strategic
alternatives. These costs totaled $511,000 and $1.0 million for
the three and nine months ended September 30, 2002 and $210,000,
net of tax, for the nine months ended September 30, 2001. Due to
the pending agreement in principle with Bright Now! Dental, Inc.
and its investor group regarding the sale of the Company,
certain of the strategic alternative costs for 2002 may not be
tax deductible.

Pursuant to the terms of the Company's Credit Facility, as
amended, the Company granted the lenders warrants to purchase
108,793 shares of the Company's Common Stock at an exercise
price of $0.01 per share on July 1, 2002 as the amounts
outstanding under the Credit Facility had not been paid in full
on that date. The warrants expire April 1, 2011. The Company
recorded a charge of $245,000, net of tax, in the second quarter
of 2002 as a result of the commitment to issue these warrants.

The Company is periodically engaged in various legal proceedings
and tax audits by federal and state governmental authorities
incidental to its business activities. The Company increased its
accrual for probable losses associated with certain legal and
tax contingencies by $519,000, net of tax, and $613,000, net of
tax, for the three and nine-month periods ended September 30,
2002.

In the second quarter of 2002, the Company settled a dispute
with the minority owners of a subsidiary of the Company. Under
the terms of the settlement, the Company received the remaining
ten percent ownership of the subsidiary in exchange for an
office building with a book value of $713,000. Additionally, the
Company negotiated a five-year lease to occupy space within the
building whereby the Company will pay no rent through December
2003, or an occupancy savings of $98,000. As a result of the
settlement, the Company recorded a non-cash charge of $265,000
for the excess of the estimated fair value of the consideration
given to the minority interest owners in the settlement (the
building) over the consideration received by the Company (no
rent payments through December 2003 and the ten percent
ownership interest in the subsidiary). This charge was non-
deductible for tax purposes.

        Proposed Merger with Bright Now! Dental, Inc.

In accordance with the terms of the letter of intent previously
executed by the parties, Bright Now! Dental, Inc. and its
investor group have extended the exclusivity period under the
letter of intent for an additional 15 days through November 27,
2002. The Company continues to have an agreement in principle
with Bright Now! Dental regarding the sale of the Company. The
sale transaction would be structured as a merger of an affiliate
of Bright Now! Dental with the Company. Stockholders of the
Company would receive $5.00 per share in cash upon completion of
the merger. The proposed transaction is subject to certain
conditions, including, without limitation, final confirmatory
due diligence, the approval of the Company's existing lenders,
and the final approval of the Boards of Directors of the Company
and Bright Now! Dental.

The letter of intent provides that if the Company and Bright
Now! Dental have reached agreement on the terms of the
definitive merger agreement, but the Company and its lenders
have not reached an agreement regarding the proposed
transaction, the granting of forbearance, and certain other
matters, Bright Now! Dental and its investor group can, at their
option, extend the exclusivity period for up to two consecutive
15-day periods. The current extension of the exclusivity
agreement through November 27, 2002 constitutes the second
such 15-day period.

The Company, with the assistance of Bright Now! Dental, is
currently negotiating with its lenders concerning the proposed
transaction, the granting of forbearance, and other related
matters. There can be no assurance that the Company, Bright Now!
Dental and the Company's lenders will be able to reach an
acceptable agreement in a timely manner or at all. The Company
does not intend to issue any other public statements concerning
the proposed sale of the Company until a definitive agreement
has been executed or the exclusivity period has expired.

Monarch Dental currently manages 152 dental offices serving 17
markets in 13 states. The Company seeks to build geographically
dense networks of dental providers primarily by expanding within
its existing markets.

                         *    *    *

As previously announced, the Company is in default under its
credit facility and, as a result, the Company's bank group has
exercised its right of set-off and applied approximately $1.18
million from the Company's cash accounts to offset a portion of
the unpaid interest under the credit facility and certain
professional fees. The $1.18 million aggregate amount
represented unpaid interest at the lead lender's prime rate,
plus the then outstanding professional fees of the bank group.
The set-off of this amount by the bank group may have a
significant adverse impact on the liquidity of the Company. In
connection with the Company's negotiations with its bank group,
the Company has requested a forbearance with respect to the
exercise by the bank group of any other remedies under the
credit agreement.


NASH FINCH: Fitch Places Low-B Ratings on Watch Negative
--------------------------------------------------------
Fitch Ratings has placed the ratings of Nash Finch on Rating
Watch Negative. The ratings include the bank credit facility
rating of 'BB' and its senior subordinated debt rating of 'B+'.
Approximately $380 million of debt is affected.

The Rating Watch Negative follows the company's announcement
that it is under an informal inquiry by the SEC and its recent
postponement of its third quarter earnings (to now be announced
Nov. 18th). The SEC is investigating NAFC's practices and
procedures relating to certain promotional allowances provided
to the company by its vendors that reduce the cost of good sold.
Fitch expects to resolve the Rating Watch Negative once clarity
is provided by company management and the magnitude of any
potential earnings implication is determined. Events that could
result in a downgrade include, but are not limited to, a
restatement of prior year financial statements and a negative
outcome from the SEC inquiry. Furthermore, the company continues
to operate in a highly competitive environment with supercenters
continuing to add new units in NAFC's core markets. Nash Finch
is a food wholesale company supplying products to independent
supermarkets and military bases in approximately 30 states. The
company owns and operates approximately 112 retail supermarkets
throughout the Midwest.


NATIONAL STEEL: Wants to Sell Indiana Port Assets for $4.5 Mill.
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates want to
sell a certain real property located in Portage, Indiana to the
Indiana Port Commission, a state government entity.

The Portage, Indiana Property consists of:

(1) 46.37 acres of land;

(2) 4.8 acres of land and dock; and

(3) five or six acres along the south shore of Lake Michigan
    contiguous to the 46.37 parcel.

The Property is on the far east edge of the Midwest Operations
and is adjacent to the International Port/Burns Harbor at
Portage, a part of the Great Lakes/St. Lawrence Seaway system.
The IPC operates the Port.

National Steel Corporation built the dock located at the
Property in the mid-1960s but has not used it for any productive
purpose for at least 25 years.  During the last ten years,
National Steel leased the dock and 9.415 acres of the Property
to the IPC for a current annual rent of $12,000.  The IPC uses
the dock for mooring vessels.

Mark P. Naughton, Esq., at Piper Marbury Rudnick & Wolfe,
contends the sale is warranted since the Debtors no longer find
the Property essential to their reorganization and present
business operations.  Mr. Naughton also notes that the IPC is
not an insider and does not have any connection to the Debtors
or these cases.  The IPC's board also voted to approve the
purchase of the Property.

Mr. Naughton tells the Court that the proposed sale is eminently
fair and reasonable based on:

    -- the fact that the Property has very limited utility for
       any party other than the IPC; and

    -- the Debtors' own investigation.

Aside from receiving the $4,500,000 consideration for the
Property, Mr. Naughton says, the Debtors will also obtain, at no
extra cost, a new railroad access track and a crossover track to
enhance National Steel's ability to maintain rail access to its
operations.  National Steel also retains certain other benefits
with regard to the Property, pursuant to the Contract.

The salient terms of the parties' purchase agreement include:

Price:      $4,500,000 in cash

             The Buyer will pay the entire price at the closing.

Possession: The Seller may retain possession of the Property
            will the closing of the transaction and the Buyer
            assumes no liability with respect to the Property
            until it takes possession of the Property.  At the
            closing of the transaction, the Seller will deliver
            exclusive possession of the Property to the Buyer.

Railroad
Issues:     The parties agree to these provisions regarding
            railroad use and operations:

            -- An exclusive, perpetual easement, designated
               Easement F(1) will be established to allow the
               Seller to continue to use the East/West
               connecting track segment at the North end of
               Lakefront Ladder Track, a Pad track System.  The
               Lakefront Ladder Track is located along the
               Northern portion of the Property:

               (a) The Easement F(1) will be 100 feet in width
                   to allow the Seller to safely operate
                   railroad equipment on the track located
                   within the easement area, including the re-
                   railment of the cars and locomotives and the
                   performance of necessary maintenance;

               (b) The Seller will be responsible for any
                   maintenance or repair expenses incurred to
                   operate, maintain, or repair the railroad
                   tracks; and

               (c) Easement F(1) will be a permanent easement
                   which will last in perpetuity unless it is
                   terminated by the Buyer and the Seller
                   after executing and recording a document of
                   termination with the Office of the Recorder
                   of Porter County in Indiana.

            -- An exclusive, perpetual easement, designated
               Easement F(2) will be established to allow the
               Buyer to construct railroad tracks and switches
               between the Property parallel to the Seller's
               existing track and the Seller's connection to the
               Norfolk Southern railroad tracks, located to the
               South of Seller's real estate:

               (a) The railroad improvements to be constructed
                   by the Buyer will also include a crossover
                   connection to the existing Chicago South
                   Shore and South Bend Railroad tracks;

               (b) Easement F(2) will be of a sufficient width
                   to allow the Buyer to safely operate the
                   railroad equipment on the track located
                   within the easement area;

               (c) The Buyer will be responsible for any
                   maintenance or repair expenses incurred to
                   construct, operate, maintain, or repair the
                   railroad tracks; and

               (d) Easement F(2) will be a permanent easement
                   which will last in perpetuity unless it is
                   terminated by either the Buyer and Seller
                   after executing and recording a document of
                   termination with the Office of the Recorder
                   of Porter County, Indiana.

            -- The Buyer will construct a new railroad track, at
               its expense, from the existing Norfolk Southern
               railroad line into the Seller's plant.  The
               Seller will convey its existing access railroad
               track to the Buyer so that Buyer may use the
               existing access track to provide railroad service
               to the Property.

            -- The Buyer will construct a crossover railroad
               track from its railroad tracks to the Seller's
               railroad tracks to provide the Seller with an
               alternate railroad access to be used in emergency
               situations or as agreed upon between the parties.

            -- On or before the closing date, both the Buyer and
               Seller will execute a Memorandum of Understanding
               concerning the Rail Access issues.  The MOU will:

               (a) identify potential operational and congestion
                   problems;

               (b) establish switching priorities that give
                   precedence to the Seller's traffic;

               (c) provide that the Seller, under certain
                   conditions, will have access to the Buyer's
                   track; and

               (d) address any other operational issues, which
                   may adversely affect the Seller.

Inspection: The Buyer has not received any disclosure forms from
            the Seller.  The Buyer will be permitted access to
            the Property to conduct a Phase I environmental
            survey, at its own expense.  The Buyer reserves the
            right to conduct any geotechnical or Phase II
            testing of the Property, still at its own expense,
            to determine the presence of any environmental
            pollution or conditions.

            The Buyer will have the right to withdraw this
            Purchase Agreement, at any time prior to the closing
            of this transaction, if the parties are not able to
            agree on the terms for the removal or remediation of
            any environmental encumbrance or condition disclosed
            through the Phase I environmental survey, Phase II
            environmental testing, or geotechnical testing.

            The Seller will be provided a copy of all
            Environmental and Geotechnical reports promptly
            after they are received by the Buyer.

"As Is
Where Is"   Buyer acknowledges and agrees that EXCEPT AS
            OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PROPERTY
            WILL BE CONVEYED AND ACCEPTED IN ITS "AS IS, WHERE
            IS" CONDITION ON THE CLOSING DATE AND WITH NO
            OBLIGATION ON THE SELLER TO CLEAN UP, REMEDIATE OR
            REPAIR ANY ENVIRONMENTAL ENCUMBRANCE OR CONDITION.

Right Of
First
Refusal:    The Seller has the right of first refusal to
            purchase the Property on the same terms proposed by
            a bona fide purchaser, which are acceptable to the
            Buyer and for which Buyer has received a written
            offer.  The Seller will have a 30-day period after
            receiving a copy of the written offer and
            notification by the Buyer to agree in writing to
            purchase the Property.

            In the event the Seller does not exercise its right
            of first refusal within the 30-day period, this
            right of first refusal will expire as to that
            proposal only and the Buyer will proceed to sell the
            Property on those terms.  If for any reason the
            Buyer does not sell the Property to the bona fide
            purchaser or if the terms of the proposal change
            from those originally proposed and provided to the
            Seller, this right of first refusal will remain in
            full force and effect.

            In the event the Seller exercises its right of first
            refusal, the Seller and the Buyer will enter into a
            contract for the purchase of the Property on the
            same terms proposed by the bona fide purchaser
            within 21 days after the date on which Seller
            exercised its right of first refusal.  They will
            close the purchase of the Property within 60 days
            after the date of the agreement.  This Right of
            First Refusal will expire on the date, which is 21
            years after the death of the youngest grandchild of
            former President George Bush.

Closing
Fee:        The Buyer pays any settlement and closing fees.

Hazardous
Wastes:     The Buyer will not transport any hazardous materials
            on or across any of the Seller's real estate.  This
            includes any material or substance, which is:

              (i) designated as a "hazardous substance" pursuant
                  to Section 311 of the Federal Water Pollution
                  Control Act, as amended;

             (ii) defined as a "hazardous waste" under Section
                  3004 of the Federal Resource Conservation and
                  Recovery Act, as amended; and

            (iii) defined as a `hazardous substance" pursuant to
                  Section 101 of the Comprehensive Environmental
                  Response, Compensation and Liability Act.

Notices:    Any notice required or contemplated in this
Agreement
            will be in writing and sent by registered or
            certified mail, return receipt requested, postage
            prepaid, or recognized overnight courier service at
            this address:

            -- if to the Buyer:

                      150 West Market Street
                      Suite 100
                      Indianapolis, Indiana 46204

            -- if to the Seller:

                      4100 Edison Lakes Parkway
                      Mishawaka, Indiana 46545
(National Steel Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NETWORK COMMERCE: Mark Terbeek Resigns from Board of Directors
--------------------------------------------------------------
On November 1, 2002, Network Commerce Inc., a Washington
corporation, filed a petition for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Western District of Washington.

Network Commerce will ask the Bankruptcy Court to allow it to
oversee its operations as a debtor-in-possession, subject to
Court approval of matters outside the ordinary course of
business.  No trustee, receiver or examiner has been appointed,
and Network Commerce will act as a debtor-in-possession while
being subject to the supervision and orders of the Bankruptcy
Court.

While in Chapter 11, Network Commerce intends to continue to
operate NCI Hosting, which provides domain registration, hosting
and other online business services.  Additionally, Network
Commerce will evaluate several alternatives, including, without
limitation, management-directed sales of one or more of Network
Commerce's operating divisions as going concerns, the sale of
portions of the business in separate transactions, and the
liquidation of the remainder of assets not used in the operation
of NCI Hosting.  Regardless of any action taken while in Chapter
11, Network Commerce believes that the total proceeds of any or
all sales or liquidation of its business and assets will not be
sufficient to satisfy fully the claims of its creditors.  
Accordingly, Network Commerce believes that its equity  has no
value and that its existing shareholders will not receive any
distributions on account of their shares of common stock under
any plan that may be confirmed by the Bankruptcy Court under
Chapter 11.

Following filing of its bankruptcy petition, Network Commerce
terminated 25 active employees, reducing its payroll to 14
persons.  Network Commerce has scaled back operations with the
focus of protecting its remaining assets.

Effective as of October 31, 2002, Mark H. Terbeek resigned from
the Network Commerce Board of Directors.

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 NETWORKS: Wins $65-Mill. Supply Agreement with Cox Comms.
----------------------------------------------------------------
Cox Communications, Inc. (NYSE:COX), one of the largest
multiservice broadband communications companies in North
America, has awarded Nortel Networks (NYSE:NT) (TSX:NT) a three-
year supply agreement estimated at approximately US$65 million.

Under this new agreement, Cox will continue to deploy products
from Nortel Networks comprehensive portfolio to expand its
subscriber base, and continue to offer 'best-in-class'
telecommunications services.

"We have had tremendous success with our telephone and optical
transport services and we will further expand our network to
accommodate growth," said Albert Young, vice president,
Telephony and Transport Engineering, Cox Communications. "We are
committed to leveraging our existing infrastructure, and to
complementing it with best-in-class technology to offer our
residential and business customers a very affordable, convenient
bundle of high-quality communications services. We chose Nortel
Networks because of our previous history of success with them."

As part of the supply agreement, Cox plans to deploy Nortel
Networks Optical Ethernet and next generation SONET equipment --
including Nortel Networks OPTera Metro 3100, 3400 and 3500
Multiservice Platforms -- to increase network capacity and
enhance its ability to offer best-in-class telecommunications
services.

Cox also expects to deploy products from Nortel Networks proven
DMS telephony switching portfolio to enable cost-effective
accommodation of additional residential and commercial telephone
subscribers. Cox will be able to leverage investments in DMS in
future deployments of voice over IP technologies and
architectures.

According to a recent independently conducted survey
commissioned by Cox, 90 percent of Cox Digital Telephone
subscribers reported overall satisfaction with their phone
service, rating it at 7 or higher on a 10-point scale. Cox has
more than 650,000 residential telephony customers to date,
served exclusively by Nortel Networks DMS portfolio.

"Nortel Networks has a proven history of delivering high
performance, reliable network solutions to cable operators like
Cox," said Greg Mumford, chief technology officer, Nortel
Networks. "Nortel Networks has teamed with Cox over many years,
and we are very pleased to be selected to work with them in this
next stage of their network transformation and business plan."

In October, Nortel Networks announced that Cox would deploy its
Optical Ethernet equipment -- including Resilient Packet Ring
technology -- in San Diego, Calif., to offer new metro services
like virtual local area networks.

Nortel Networks provides a comprehensive, integrated cable
solution spanning Optical Ethernet, long haul and metro optical,
telephony, IP and voice over IP. Nortel Networks is committed to
delivering a portfolio based on industry standards -- like
PacketCable -- to reduce interoperability costs and speed
deployment. Today, Nortel Networks equipment is providing
service to more than four million cable telephony lines
globally.

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

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


NORTEL NETWORKS: Declares Series 8 Preferred Fixed Dividend Rate
----------------------------------------------------------------
Nortel Networks Limited announced that the fixed dividend rate
on its Non-cumulative Redeemable Class A Preferred Shares Series
8 will be 3.389% per share, which is equal to 80% of the yield
on five-year non-callable Government of Canada bonds as
determined by two registered Canadian investment dealers. Due to
the November 11 Remembrance Day holiday, this determination was
made as of 10:00 a.m. (Toronto time) Tuesday.

The Series 8 preferred shares will be issued as of December 1,
2002 to holders of Non-cumulative Redeemable Class A Preferred
Shares Series 7 of Nortel Networks Limited (TSE:NTL.PR.G) who
exercise their right to convert their Series 7 preferred shares,
on a one-for-one basis, provided that a minimum number of Series
7 preferred shares are tendered for conversion. If issued, the
Series 8 preferred shares will pay, on a quarterly basis, as and
when declared by the Board of Directors of Nortel Networks
Limited, a non-cumulative cash dividend for the following five
years based on this fixed rate.

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


NOVO NETWORKS: Entry of Final Decree Delayed through June 1
-----------------------------------------------------------
The Trustee of the Creditors' Trust formed under AxisTel
Communications, Inc., and its debtor-affiliates' chapter 11
plan, sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to delay the Court's entry of
a final decree order.

As previously reported in the Troubled Company Reporter's
September 18, 2002 issue, the Trustee, in his motion, asks the
Court to delay entry of final decree closing these cases through
June 1, 2003.  The Court has determined that delaying the final
decree is beneficial to the estate and the parties-in-interest
and accordingly granted the motion.

Novo Networks International Services, Inc., a developer of
facilities-based broadband network offering voice and data
transport targeted to communications carriers, ISPs, and large
corporate and government clients, filed for chapter 11
protection on July 30, 2001. Jeffrey M. Schlerf, Esq., at The
Bayard Firm represents the Debtors in their restructuring
efforts.


NTELOS INC: S&P Junks Corp Credit Rating & Puts it on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating of diversified telecommunications carrier NTELOS Inc., to
'CCC+' from 'B' and placed the rating on CreditWatch with
negative implications. This action follows the company's recent
announcement that it has engaged UBS Warburg as its financial
advisor to analyze its business plan for 2003 and beyond and to
address its capital structure.

As of September 30, 2002, the Waynesboro, Virginia-based company
had $630 million of debt outstanding.

NTELOS indicated that its projections for continued wireless
subscriber growth in 2003 are expected to place pressure on its
liquidity position and its ability to comply with bank loan
financial maintenance covenants that become effective in 2003,
including leverage and senior leverage ratios and interest and
fixed charge coverage ratios.

"The downgrade reflects the potential for the company to violate
covenants under the current business plan. Even though the
company has been able to improve profitability at its wireless
operations through aggressive expansion of its postpaid like
customer base, the expected level of EBITDA improvement in the
wireless business in 2003 under the current business plan is not
expected to be material enough to meet financial covenants,"
said Standard & Poor's credit analyst Catherine Cosentino.

Moreover, Standard & Poor's said that the business risk for
regional wireless carriers such as NTELOS has increased
materially over the last nine to 10 months, given more
aggressive marketing and pricing by the national carriers, as
well as entry into certain of NTELOS' markets by new regional
competitors, such as West Virginia Wireless. Wireless
performance prospects for 2003 are therefore uncertain.

Standard & Poor's will meet with management to assess its
financial and operating plans for addressing the company's
potential liquidity problems, in order to resolve the
CreditWatch. The ratings are subject to further downgrade if the
company undertakes a distressed debt exchange, or if the
likelihood of missing bank financial covenants increases due to
the company's inability to utilize its other options to preserve
its liquidity, such as sales of excess spectrum or revision to
its business plan.


OWENS CORNING: Seeks Approval to Expand Ernst & Young Engagement
----------------------------------------------------------------
Owens Corning and its debtor-affiliates seek to further expand
the retention and employment of Ernst & Young LLP as their
financial advisors to include the services previously performed
by Arthur Andersen.  The Debtors anticipate Ernst & Young to:

A. render accounting assistance in connection with reports
   required by the Court;

B. assist the Debtors' legal counsel with the analysis and
   revise the Debtors' plan or plans of reorganization;

C. consult with the Debtors' management and legal counsel in
   connection with other business matters relating to the
   activities of the Debtors;

D. review the Debtors' liquidation analysis;

E. provide expert testimony as required in non-asbestos matters;

F. work with accountants and other financial consultants for
   committees and other creditor groups;

G. assist with analysis of sale or sales of various assets of
   the Debtors, if any; and

H. assist with any other matters as Debtors' management or
   legal counsel and E&Y may agree to from time-to-time,
   including, analysis of executory contracts, claims and claims
   reconciliation, and preferential payments on Asbestos
   matters.

The Debtors will pay Ernst & Young based on the prevailing
hourly rates of the firm's professionals.  The Firm's current
hourly rates range from:

             Billing Category             Range
             -----------------          ----------
             Partner                    $525 - 650
             Principal                   525 - 650
             Senior Manager              425 - 525
             Manager                     325 - 425
             Senior                      225 - 325
             Staff                       100 - 225

At the Debtors' request, Ernst & Young commenced performing
essential and time-critical financial and tax services since May
6, 2002.  Accordingly, the Debtors ask the Court to approve
Ernst & Young's amended employment to that date.

According to Maria Aprile Sawczuk, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, the Debtors were delayed in seeking the
expansion of Ernst & Young's retention because much of their
time was spent reviewing and analyzing the professional services
performed by Arthur Andersen and coordinating the appropriate
replacement personnel. (Owens Corning Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PG&E NATIONAL: Lenders to Fund La Paloma Construction Project
-------------------------------------------------------------
PG&E National Energy Group, Inc., announced that the company and
a syndicate of lenders have reached an agreement to provide
funding for the La Paloma Generating plant, allowing
construction to continue at the Kern County, Calif. facility.  
PG&E National Energy Group, as guarantor, was required to make a
payment in November against the remaining $369.5 million equity
contributions under the La Paloma Generating credit facility to
fund construction costs.  PG&E National Energy Group is a wholly
owned subsidiary of PG&E Corporation (NYSE: PCG).

La Paloma Generating is a 1,121 megawatt natural gas-fired,
combined-cycle generating project.  The project is now 99
percent complete.

The agreement is intended to provide funds necessary to continue
construction and is a transitional step until the lenders look
at a more permanent resolution.  The financing arrangements for
the project are secured by a first mortgage on the La Paloma
facility.  In October 2002, PG&E National Energy Group funded
approximately $4.5 million of construction costs and notified
the lenders under La Paloma Generating's credit facility that it
would not make further payments of construction costs for the
plant.  As reported in an Oct. 21, 2002 filing with the U.S.
Securities and Exchange Commission, PG&E National Energy Group
and the lenders under its 364-day and two-year revolving credit
facilities entered into an amendment to the credit facilities
that, among other amendments, prohibits PG&E National Energy
Group from making any payment for the La Paloma Generating plant
and for certain other projects under construction.

The Administrative Agent for the syndicate lenders is Citibank
N.A.

The agreement is consistent with PG&E National Energy Group,
Inc.'s previously announced strategy to explore options to raise
cash and reduce its indebtedness, ongoing guarantee and working
capital requirements.  These options include, but are not
limited to sales of assets and businesses, debt restructuring,
and reorganization of existing operations.

Headquartered in Bethesda, Md., PG&E National Energy Group Inc.,
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.


PHILIP SERVICES: Narrows Operating Loss to $1.2M in Sept Quarter
----------------------------------------------------------------
Philip Services Corporation (OTC: PSCD.PK; Toronto: PSC)
announced its consolidated financial results for the quarter
ending September 30, 2002.

PSC's third quarter financial results indicate that the company
is continuing to turn around its operating performance with an
improvement in the third quarter 2002 operating results from a
loss of $7.9 million in 2001 to a loss of $1.2 million.  This
marks the third consecutive quarter of year-over-year
improvement in operating results, despite declines in revenue.

"We are encouraged by the improvement, especially in light of
the economic conditions affecting our primary markets," said
Michael W. Ramirez, Chief Financial Officer of the company.

Highlights for the Three- and Nine-Month Periods Ending
September 30, 2002:

     --  Revenue for the three-month period ending September 30,
2002, was $331.4 million, compared to $345.3 million for the
same period in 2001.  For the nine-month period ending September
30, 2002, revenue was $1,044.0 million compared to $1,144.7
million for the same period in 2001.  The reduction in revenue
for the three- and nine-month periods ending September 30, 2002,
is due primarily to the decline in market conditions surrounding
the refining, petrochemical, power, pulp/paper, manufacturing
and waste industries, partially offset by the increased revenue
associated with price increases for ferrous scrap metal.

     --  Loss from operations was $1.2 million or (0.4%) of
revenue for the three-month period ending September 30, 2002,
compared with $7.9 million or (2.3%) of revenue for the same
period of 2001.  Loss from operations for the three-month period
ending September 30, 2002, was positively impacted by improved
ferrous scrap metal prices.  Loss from operations for the three-
month period ending September 30, 2002, also includes the impact
of $1.3 million of special charges associated with the company's
ongoing business process re-engineering project, PSC Way.

     --  Income from operations was $13.5 million or 1.3% of
revenue for the nine-month period ending September 30, 2002,
compared with a loss of $3.4 million or (0.3%) of revenue for
the same period of 2001. Income from operations for the nine-
month period ending September 30, 2002, was positively impacted
by a $19.8 million insurance settlement involving certain
environmental sites of the company offset by a $5.0 million
charge for incremental environmental liabilities.  Income from
operations was also positively impacted by improved ferrous
scrap metal prices.  Conversely, the company recognized $4.2
million in bad debt charges during the nine-month period ending
September 30, 2002, related primarily to the bankruptcy of
certain customers.  Income from operations also includes the
impact of special charges totaling $8.7 million for the nine-
month period ending September 30, 2002.  These special charges
relate to the restructuring of the company's corporate office in
the first half of the year and the company's ongoing business
process re-engineering project, PSC Way.

     --  Net loss was $13.5 million for the three-month period
ending September 30, 2002, compared with $18.7 million for the
same period of 2001.  For the nine-month period ending September
30, 2002, net loss was $28.5 million compared with a net loss of
$27.3 million for the same period of 2001.  The increase in the
net loss for the nine-month period ending September 30, 2002,
was primarily due to an increase in interest expense and losses
on discontinued operations. Additionally, for the three- and
nine-month periods ending September 30, 2001, the company
recorded gains on the sale of certain assets.

Headquartered in Houston, Philip Services Corporation (PSC) is
an industrial services and metals services company that provides
industrial outsourcing, environmental services and metals
services to major industry sectors throughout North America.  
For more information about PSC, call 713-623-8777 or visit
http://www.contactpsc.com  

As previously reported, Philip Services' June 30, 2002 balance
sheet shows a total shareholders' equity deficit of about $18
million.


PHYAMERICA: Intends to Restructure Debt with National Century
-------------------------------------------------------------
PhyAmerica Physician Group, Inc., is seeking to reorganize its
outstanding indebtedness with National Century Financial
Enterprises, Inc., of Dublin, Ohio and has filed for a court
supervised reorganization.

PhyAmerica's petition to reorganize under Chapter 11 was filed
on Monday, November 11 in Baltimore, Maryland. Also included in
the petition were ECS Holdings, Inc., PhyAmerica Government
Services, Inc. and Integrated Provider Networks, P.A.  

PhyAmerica has financed its operations with NCFE since June of
1997. However, NCFE began to experience financial problems a few
weeks ago which led to a cessation of funding by NCFE.
PhyAmerica became aware of the difficulties at NCFE in mid-
October when scheduled funding was late or unpredictable.
PhyAmerica conferred with representatives of NCFE and was
repeatedly reassured that the problems were temporary and that
NCFE expected the program to resume its normal funding in the
near future.

On October 25 and 28, Moody's and Fitch announced a downgrade of
$3.35 billion of bonds issued by NPF XII, Inc., and NPF VI,
Inc., two NCFE affiliates which constituted the primary source
of funding for PhyAmerica and hundreds of other healthcare
providers around the country participating in the NCFE financing
programs. The Moody's press release noted that National Century
had "faced a liquidity problem with regard to funding new
healthcare providers" and that according to NCFE, "funds in the
reserve accounts were used to address this liquidity problem,
which will result in an equity account reserve deficit." The
Fitch release disclosed that "the actual level of cash reserves
was 0.06% versus the specified level of 17.0%", a deficiency of
nearly $325 million. As a result of these and other problems,
Bank One as Trustee for NPF XII froze all disbursements. This
was confirmed in a letter from NCFE's Chairman and CEO, Lance
Poulsen, on October 31, sent to hundreds of clients stating that
NPF XII had been precluded by its finance sources from releasing
funds and he did not know when or whether NPF XII would be in a
position to resume funding.

On Monday, November 4, 2002, NCFE affiliates filed suit against
86 healthcare providers and 5 banks in the Court of Common Pleas
in Columbus, Ohio. Initially, the court issued a temporary
restraining order against the defendants, but after receiving
additional evidence and holding meetings with representatives of
all parties and their attorneys over the next four days, the
court issued a ruling on Friday, November 8 ordering Bank One,
as Trustee, and NPF XII to immediately provide funding as
required by the financing documents to PhyAmerica and certain
other healthcare providers who were defendants in the action.
Based on discussions with representatives of NCFE, PhyAmerica
believes that NCFE will be unable or unwilling to provide
funding.

In addition to the downgrade of the bonds of the NCFE programs,
other widely reported events over the past few weeks include the
resignation of Lance Poulsen, NCFE Chairman and CEO, from all
positions with NCFE, the retention of restructuring counsel, the
hiring of a business turnaround firm for NCFE, and the lay-off
of 111 employees (about a third of the work force of NCFE).

These actions and developments have affected other healthcare
providers that participated in the NCFE financing. Filings for
court supervised reorganization have been made by Meridian
Corporation in Memphis and Tender Loving Care, a home health
provider in Boston. Separately, Med Diversified Inc. has
announced its intention to file a $1 billion dollar lawsuit
against NCFE, Bank One Corp., the Trustee for NPF XII and J.P.
Morgan Chase & Co., the Trustee for NPF VI, for breach of
fiduciary duties. PhyAmerica is also considering all of its
options in this matter, including filing suit for damages
resulting from the actions of NCFE, its affiliates and the
Trustees.

PhyAmerica and ECS currently provide services through 2,200
physicians to nearly 3.5 million patients each year in
approximately 30 states. IPN currently operates 33 clinics and
physician practices in North Carolina, Georgia and Florida
treating over 500,000 patients each year. The combined revenues
of all companies are over $400 million per year.

In commenting on these developments, Steven M. Scott, M.D., CEO
of PhyAmerica, stated, "Over the past few years we have
completed a comprehensive review of the business operations and
made many improvements in the business. PhyAmerica has generated
positive cash flow from operations for the past 14 months. We
now have one problem, and that is to successfully restructure
the NCFE debt. Although we certainly preferred to complete that
outside of court, this will give us some significant protections
for our employees and providers that we otherwise would not have
gotten."

Dr. Scott also emphasized that while the company completes its
restructuring, daily operations should continue as usual. The
Company has asked for permission to pay all physician and
medical providers, including prepetition claims, without
interruption. Employees and physicians should notice little, if
any, difference in their work, and paychecks will be issued as
before.  Dr. Scott also stated, "We are confident that the
relationships with our hospital clients, our physicians and our
employees will not only continue, but will improve as a result
of this restructuring. Our first priority has always been to
assure quality medical care for our patients, and we believe
that we will be able to provide them with even better levels of
service in the future."


PRECISION SPECIALTY: US Trustee Pushes for Chapter 7 Liquidation
----------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region 3
wants the U.S. Bankruptcy Court for the District of Delaware to
convert Precision Specialty Metals, Inc.'s chapter 11 case to a
proceeding under Chapter 7 of the Bankruptcy Code -- forcing the
company to liquidate rather than reorganize.

The UST tells the Court that the Debtor is:

(A) not operating as a going-concern after it sold
     substantially all of its assets to Brady Investment
     Company, Inc.

(B) fails to file Monthly Operating Reports with the Court.
     The reporting requirements under the Bankruptcy Code
     mandate that the Debtor file monthly operating reports
     within fifteen to twenty days following the end of each
     month.  The UST discloses that the Debtor has failed to
     file monthly operating reports for the months of May 2002
     through September 2002.

The Trustee tells the Court that he must comply with his duty
under Section 1106(a)(5) of the Bankruptcy Court which requires
the trustee to,

     "as soon as practicable, file a plan . . . or a report of
      why the trustee will not file a plan, or recommend
      conversion of the case . . . or dismissal of the case."

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high-performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 protection on June 16, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Laura Davis
Jones, Esq., at Pachulski, Stang, Ziebl, Young & Jones P.C.,
represents the Debtor on its restructuring efforts.


PRIMUS TELECOMMS: Acquires Windsor Ontario Business ISP WINCOM
--------------------------------------------------------------
PRIMUS Telecommunications Canada Inc., the wholly-owned
subsidiary of McLean, Virginia-based PRIMUS Telecommunications
Group, Incorporated (NASDAQ: PRTL), has acquired Windsor, Ont.-
based Internet service provider WINCOM.

The acquisition of WINCOM, which provides Internet access and
related data services primarily to business customers in the
Windsor area, further expands PRIMUS Canada's presence in the
southwestern Ontario market. WINCOM's more than 5,000 business
and residential customers will gain access to PRIMUS Canada's
full range of business telecom services provided through its
national facilities which are connected with PRIMUS's global
network.

With the acquisition of WINCOM, PRIMUS Canada is building upon a
strong record of success in southwestern Ontario, including
recent agreements to provide Internet services to customers of
London, Ont.-based LARG*net and long distance services to the
University of Western Ontario.

"The acquisition of WINCOM complements our existing line of
services and increases our presence in an important market,"
said Ted Chislett, President and Chief Operating Officer of
PRIMUS Canada. "The decision for WINCOM to join PRIMUS Canada
reflects the strength of our national brand as a facilities-
based Total Service Provider. Our leading market position along
with our improved financial performance have enabled us to
continue to make strategic acquisitions which enhance our
ability to deliver value-added services to retail customers and
further grow our market share."

Formed in 1994, WINCOM, or the Windsor Information Network
Company Limited, is one of the Windsor area's oldest Internet
service providers. WINCOM currently provides dial-up Internet,
high-speed digital subscriber line access, wireless
connectivity, wide area network and virtual private network
services, and Web hosting services.

"This is extremely positive news for the loyal base of WINCOM
customers, both the business segment as well as our base of
residential Internet users," said Morris Whatmore, owner and
President of WINCOM. "PRIMUS Canada brings our customers a host
of new business-class services, as well as the reliability and
robustness of the PRIMUS Canada network which has a national and
global reach."

PRIMUS Telecommunications Canada Inc., is the largest
alternative communications carrier in Canada with approximately
800,000 retail customers. The Company offers facilities-based
voice, data, e-commerce, Web hosting and Internet services. As a
leading Internet Service Provider in Canada, PRIMUS Canada has
approximately 60,000 Internet subscribers served by a national
network of Internet points-of-presence for dedicated and dial-up
access. PRIMUS Canada also offers local services to businesses,
bundling them with its long distance and Internet services. The
Company has a fully redundant and diverse Sonet network across
Canada, extending from Quebec City to Victoria. PRIMUS Canada's
national network consists of 2 Nortel DMS 500 switches with
international connectivity through its parent company's global
network, and ATM and IP nodes at major cities across the
country. These network elements provide an integrated and
converged backbone for all of PRIMUS Canada's voice, data,
Internet and private line services. PRIMUS Canada is a wholly-
owned subsidiary of McLean, Virginia-based PRIMUS
Telecommunications Group, Incorporated (NASDAQ: PRTL). PRIMUS
Canada news and information are available at the Company's Web
site at http://www.primustel.ca  

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $183 million.

Primus Telecommunications' 12.75% bonds due 2009 (PRTL09USR2)
are trading at 48 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL09USR2
for real-time bond pricing.


RELIANCE GROUP: Plan Filing Exclusive Period Moved Until March 4
----------------------------------------------------------------
On behalf of High River Limited Partnership, Edward S.
Weisfelner, Esq., at Brown, Rudnick, Berlack & Israels, reminds
Judge Gonzalez that Reliance Group Holdings, Inc., and its
debtor-affiliates have once again failed to present any evidence
that progress has been made toward the formulation of a plan of
reorganization so as to justify a fifth extension of the
exclusive periods. Since the Court approved the Debtors' last
request for an extension of exclusivity, Mr. Weisfelner notes
that there have been no material efforts made by the Debtors to
advance these Chapter 11 cases toward completion.

High River contends that these cases remain stalled, while the
Committees, and not the Debtors, discuss a resolution of the
Debtors' disputes with the Pennsylvania Insurance Department.
These discussions, in all likelihood, will lead to a plan
sponsored by the Committees -- not a plan sponsored by the
Debtors.

Mr. Weisfelner argues that while the Debtors represented to this
Court at the last exclusivity hearing that there may be plan
structures that might be filed, these options appear to be
illusory.  The Debtors' motion papers candidly concede that they
have "been informed that the Committees and the Pennsylvania
Insurance Department have been engaged in substantive
negotiations."  The reality is that, since a standstill
agreement was entered into between the Debtors and the
Liquidator back in March 2002, over seven months ago, the
Debtors have essentially abdicated their responsibility to the
Committees to negotiate a resolution with the Liquidator and
administer the plan process. The Debtors have been completely
unassertive in dealing with this paramount component of the plan
process, and it appears that the Committees are the only parties
who are actively involved in any efforts to formulate a
reorganization plan.

Indeed the time beneficiaries of the latest exclusivity
extension request will be the Committees, not the Debtors.  The
Bankruptcy Code does not allow a debtor-in-possession to
maintain exclusivity for the benefit of creditors or even an
official committee.

It is clear that the Debtors are merely standing in the
background waiting to be told by the Committees that a
resolution has been reached with the Liquidator, or that the
litigation troops need to be reassembled to continue their legal
battle.

As these cases continue to languish, it is increasingly evident
to High River that the Debtors cannot effectively administer
their Chapter 11 cases.  Given this, the real parties-in-
interest -- i.e., the creditors like High River -- should be
given the opportunity to present and prosecute a confirmable
plan of reorganization that will lead to an expeditious and
equitable conclusion of these cases.

Accordingly, High River asks the Court to deny the Debtors'
request for further extension.

                      *     *     *

During the October 30, 2002 hearing, Judge Arthur Gonzalez
granted the Debtors' request and overruled High River's
objection.  The Court is still not persuaded by High River's
argument to open the plan process to non-debtor parties.

Thus, Judge Gonzales extends their exclusive periods to file a
plan of reorganization until March 4, 2003 and to solicit
acceptances of that plan through May 6, 2003.

In addition, Judge Gonzalez orders the parties-in-interest to
appear before the Court on December 3, 2002, to provide an
update on the status of the case and the negotiations. (Reliance
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)     


R.H. DONNELLEY: S&P Assigns BB Sr. Sec. Rating to $1.5B Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'
senior secured debt rating to R.H. Donnelley Inc.'s planned
$1.55 billion senior secured credit facilities.

At the same time, Standard & Poor's affirmed its double-'B'
corporate credit and senior secured debt and single-'B'-plus
subordinated debt ratings on the company.

In addition, Standard & Poor's assigned its single-'B'-plus
ratings to affiliate R.H. Donnelley Finance Corp. I's (Finance
Corp.) planned $300 million senior unsecured notes due 2010 and
$450 million subordinated notes due 2012. Finance Corp. was
formed for the purpose of issuing the notes, proceeds of which
will initially be held in escrow. Upon release of the escrow
funds, Finance Corp. will be merged with and into RHDI and the
obligations under the notes and indentures governing the notes
will be RHDI's.

Standard & Poor's also assigned its preliminary single-'B'-plus
senior unsecured and subordinated debt ratings to R.H. Donnelley
Corp.'s (RHD) $500 million debt securities shelf registration.
At the same time, a double-'B' corporate credit rating was
assigned to the company. RHD is the holding company parent of
RHDI.

The outlook is stable for the Purchase, New York-headquartered
marketer of yellow pages advertising. Pro forma for these
transactions, RHD will have about $2.4 billion of debt
outstanding.

In September 2002, RHD agreed to purchase Sprint Publishing &
Advertising for $2.23 billion in cash. SPA is the directory
publishing business of Sprint Corp. (BBB-/Stable/A-3). The
transaction will transform RHD from a sales agent and pre-press
yellow pages vendor to a yellow pages directory publisher. SPA's
operations consist of more than 260 directories in 18 states,
including 41 directories in four states where RHD currently acts
as the exclusive sales agent. RHD is also the exclusive sales
agent for 129 SBC Communications Inc., (AA-/Stable/A-1+)
directories in Illinois and northwest Indiana through DonTech,
its perpetual partnership with SBC.

"Ratings stability reflects the expectation that the RHD's
financial position will strengthen to levels more appropriate
for the ratings during the next couple of years as debt is
reduced with the company's free operating cash flow," said
Standard & Poor's credit analyst Donald Wong.


ROBECO CBO: S&P Hatchets Class D & E Ratings to Lower-B Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C, D, and E notes issued by Robeco CBO I Ltd., and co-
issued by Robeco CBO (Delaware) I Corp., and removed them from
CreditWatch with negative implications, where they were placed
on September 4, 2002. At the same time, the 'AAA' rating on the
class A notes and the 'AA' rating on the class B notes are
affirmed.

The lowered ratings on the class C, D, and E notes reflect
factors that have negatively affected the credit enhancement
available to support the notes. These factors include par
erosion of the collateral pool securing the rated notes and a
downward migration in the credit quality of the assets within
the pool.

The affirmations reflect the sufficient level of credit
enhancement currently available to support these rated tranches.

The transaction's par value ratios have deteriorated
significantly since the transaction became effective in August
2000. Currently, the class D and E par value tests for Robeco
CBO I Ltd. are out of compliance, and the class C par value
ratio has migrated down to its required minimum. As of the
September 30, 2002 monthly trustee report, the class A/B par
value ratio was 140.10% (the minimum required is 132%), versus
an effective date ratio of 148.10%. The class C par value ratio
was 113.50% (the minimum required is 113%), versus an effective
date ratio of 121.50%. The class D par value ratio was 109.40%
(the minimum required is 111%), versus an effective date ratio
of 117.30%. The class E par value ratio was 106.17% (the minimum
required is 109.10%), versus an effective date ratio of 114.01%.

The credit quality of the assets in the collateral pool has also
deteriorated. Currently, $12,500,000 (or approximately 4.47% of
the collateral pool) is defaulted. In addition, $8,000,000 (or
approximately 3%) of the performing assets in the collateral
pool come from obligors with Standard & Poor's ratings currently
in the 'CCC' range, and $30,851,000 (or approximately 11.55%) of
the performing assets in the collateral pool come from obligors
with Standard & Poor's ratings that are currently on CreditWatch
negative.

Standard & Poor's has reviewed current cash flow runs generated
for Robeco CBO I Ltd. to determine the 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, D, and E notes. Upon comparing the
results of these cash flow runs with the projected default
performance of the current collateral pool, Standard & Poor's
has determined that the ratings previously assigned to the class
C, D, and E notes were no longer consistent with the credit
enhancement currently available, resulting in the lowered
ratings. Standard & Poor's will continue to monitor the
performance of the transaction to ensure that the ratings
assigned to the rated notes remain consistent with the credit
enhancement available.
   
     Ratings Lowered and Removed from Creditwatch Negative
   
        Robeco CBO I Ltd./Robeco CBO (Delaware) I Corp.
   
              Rating                    Balance (Mil. $)
    Class   To     From                Orig.       Current
    C       BBB+   A-/Watch Neg        45.000      45.000
    D       BB     BBB/Watch Neg       9.000       9.000
    E       B      BB/Watch Neg        7.500       7.500
   
                        Ratings Affirmed
   
        Robeco CBO I Ltd./Robeco CBO (Delaware) I Corp.
   
                            Balance (Mil. $)
         Class   Rating    Orig.     Current
         A       AAA       180.000   167.062
         B       AA        25.500    25.500


RURAL CELLULAR: Narrows Net Capital Deficit to $34MM at Sept. 30
----------------------------------------------------------------
Rural Cellular Corporation (Nasdaq:RCCC) reports unaudited
financial results for the quarter ended September 30, 2002.

Third quarter ended September 30, 2002 highlights compared to
third quarter ended September 30, 2001:

     --  EBITDA increased 7% to $60.7 million.

     --  EBITDA margin increased from 46% to 49%.

     --  Free cash flow increased 13% to $19.0 million.

     --  Retention improved from 97.2% to 98.1%.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit $34 million, as compared to about
$53 million recorded at December 31, 2001.

Richard P. Ekstrand, president and chief executive officer,
commented: "In the wake of what continues to be a difficult time
for the telecom industry, RCC continues to demonstrate its
ability to weather the storm with strong operating results
including industry leading retention together with record EBITDA
and free cash flow."

Ekstrand added, "Going forward, we will continue to stay focused
on running the business while bringing continued efficiency to
operations, building and positioning networks for the future,
growing and keeping the right customers, and generating
increasing free cash flow through these actions."

                         Customer Growth

RCC once again recorded strong postpaid retention, ending the
quarter at 98.1% compared with 97.2% in the third quarter of
2001. Together with 44,000 gross postpaid adds, this quarter's
efforts resulted in 7,900 additional net postpaid customers for
the quarter prior to a one-time reclassification of 3,125
customers from postpaid to wholesale.

                         Roaming Revenue

Roaming revenue was $35.4 million for the quarter. As expected,
roaming revenues declined this quarter from $38.1 million in the
third quarter of 2001. Minutes of use grew by approximately 30%
during the quarter and RCC expects to see fourth quarter roaming
revenues at or slightly more than last year's fourth quarter
amount of $26.9 million.

                         Cost Containment

Total SG&A and network costs decreased 9% during the quarter
compared to last year's third quarter.

In addition, SG&A continues to decline as a percentage of total
revenues coming in at 23% in the third quarter compared to 25%
in the third quarter of 2001. This decline is due to much lower
bad debt expense, efficiencies in the organization and other
cost reduction initiatives.

A combination of lower incollect expense together with other
network cost efficiencies resulted in network costs also
decreasing as a percentage of total revenues to 20% compared to
22% last year and marks the third consecutive quarter of year
over year declines.

                      Financial Restatement

Subsequent to the issuance of the Company's 2001 financial
statements, it was determined that the original treatment of
certain derivatives and hedge instruments was not in accordance
with Statement of Financial Accounting Standards ("SFAS")
No.133, as amended. In addition, a correction was made to the
calculation for noncash dividends on our Class M preferred
stock. This press release reflects all adjustments necessary for
the SFAS No. 133 and preferred stock dividend corrections.

RCC has also substantially completed the second phase of an
evaluation to determine the amount of impairment according to
SFAS No. 142, "Goodwill and Other Intangible Assets," and
anticipates recording a noncash charge of approximately $420
million as the cumulative effect of a change in accounting
principle retroactive to the first quarter of 2002. The
financial statements included in this press release do not
include the anticipated impairment charge that will be necessary
under SFAS No. 142.

RCC plans to amend its 2001 Annual Report on Form 10-K and its
Form 10-Qs for the first two quarters of 2002 to reflect
adjustments to interest expense and preferred stock dividends.
The amended Form 10-Qs for the first two quarters and an amended
Form 10-Q for the third quarter of 2002 will reflect the effect
of the anticipated SFAS No. 142 impairment charge.

These restatements have no impact on previously reported
revenues, operating income or EBITDA. Additionally, they will
not result in any default under any debt-related covenants
contained in our credit agreement.

                         Nasdaq Delisting

RCC announced on October 10, 2002 that it had received a Nasdaq
Staff Determination indicating that the Company does not comply
with the minimum bid price requirements and, therefore, its
common shares are subject to delisting from the Nasdaq National
Market. RCC has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Nasdaq Staff Determination.
There can be no assurance the Panel will grant the Company's
request for continued listing. If the Company does not prevail,
RCC common stock would likely be quoted on the OTC Bulletin
Board.

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.

Rural Cellular Corp.'s 9.75% bonds due 2010 (RCCC10USN1),
DebtTraders says, are trading at 47 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RCCC10USN1
for real-time bond pricing.


RUSH ENTERPRISES: Plans to Divest D&D & John Deere Dealerships
--------------------------------------------------------------
Rush Enterprises Inc. (Nasdaq:RUSHA) (Nasdaq:RUSHB), which
operates the largest network of Peterbilt heavy-duty truck
dealerships in North America, John Deere construction equipment
dealerships in Texas and Michigan, and three of the largest farm
and ranch superstores (D&D) in America, plans to discontinue the
operations of D&D and its Michigan John Deere construction
equipment dealerships, and has signed a letter of intent to
acquire Orange County Truck and Trailer Inc., a Peterbilt dealer
in central Florida.

The Company expects the net loss from discontinued operations
will be between $7.8 million to $9.0 million and will be
recorded during the fourth quarter of 2002. The loss range is
dependent upon a number of factors, including but not limited
to, the liquidation of inventory, the sale of real estate and
costs associated with closing versus selling the operations.

The Company's preliminary plans are to close the D&D facilities
in Hockley and Denton, Texas, by March 31, 2003, and to sell the
D&D Seguin store by Dec. 31, 2003. The Company has signed a non-
binding letter of intent to sell the Michigan John Deere
construction equipment dealerships.

D&D recorded a pretax loss of $4.0 million for the year ended
Dec. 31, 2001, and a $1.2 million pretax loss for the nine
months ended Sept. 30, 2002. The Michigan John Deere
construction equipment dealerships recorded a combined pretax
loss of $0.6 million for the year ended Dec. 31, 2001, and a
$0.9 million pretax loss for the nine months ended Sept. 30,
2002.

The Company signed a non-binding letter of intent to purchase
the stock of Orange County. The pending acquisition will provide
Rush with the exclusive rights to sell Peterbilt trucks and
parts from three new locations in central Florida, including
Orlando and Tampa Bay. Rush currently operates 35 truck
locations in 7 states.

Rush intends to operate the acquired company as a full-service
Peterbilt franchise, and will begin to integrate their
operations into the Rush Truck Center system upon completion of
the transaction. Rush had revenues of $784.3 million during 2001
while Orange County had revenues of approximately $55.7 million
for the same period and $39.7 million during the first nine
months of 2002. Rush anticipates the total purchase price for
Orange County will be approximately $6.0 million.

In making this announcement, W. Marvin Rush, chairman and chief
executive officer of Rush Enterprises Inc., stated, "Given our
successful southwestern United States expansion of our truck
center network, the planned acquisition of Orange County is
exciting because it will give Rush its first foothold into the
eastern sunbelt states. While the divestitures are obviously
disappointing, I believe it is in the best interest of our
shareholders and our Company. By discontinuing these under-
performing operations, our core businesses will be strategically
poised in our targeted geographical regions. I would like to
sincerely thank the employees of these operations for their hard
work and efforts."


SBA COMMS: S&P Junks Corp. Credit Rating over Covenant Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless tower provider SBA Communications Corp., to
'CCC' from 'B'. Standard & Poor's also lowered its senior
secured bank loan rating on the company to 'CCC+' from 'B+' and
its senior unsecured debt rating to 'CC' from 'B-'.

The ratings remain on CreditWatch with negative implications,
where they were placed on October 11, 2002 due to concerns over
covenants and liquidity. The Boca Raton, Florida-based company
had total debt of more than $1 billion as of September 30, 2002.

"The downgrade reflects our increased concerns over the
potential for SBA Communications to violate several bank
maintenance covenants within the next seven months. The company
experienced a decline in sequential EBITDA in the third quarter
of 2002 from the prior quarter due to a cutback in new leasing
and network development activities by wireless carriers," said
Standard & Poor's credit analyst Michael Tsao. "With capital
expenditures by carriers likely to remain constrained at least
through 2003 and the company having already taken major cost
reduction measures, SBA Communications may not be able to
materially improve EBITDA on a sustainable basis. This could
lead the company to violate several bank maintenance covenants."

Standard & Poor's said that another reason for the downgrade is
the increased risk of debt restructuring in the near term due to
two factors. First, the company recently disclosed that it is
actively exploring debt exchange or repurchase among several
options that would help reduce leverage. Second, SBA
Communications may be challenged to meet significant debt
service in 2003 and still have adequate liquidity to deal with
execution risks.

The ratings remain on CreditWatch with negative implications and
could be lowered further if the company is unable to meet
covenant requirements or undertake a distressed exchange.


SIMULA: Pursuing Balance Sheet Refinancing Talks with Bankers
-------------------------------------------------------------
Simula Inc., (AMEX:SMU) announced its third quarter results. The
Company reported that its automotive safety business returned to
profitability in the quarter. These gains were offset by the
impact of costs incurred in the defense business. The Company
also said that balance sheet deleveraging transactions were
anticipated.

Revenues were approximately $27.6 million for the quarter ended
September 30, 2002, up 2% from $27.1 million for the same period
in 2001.

The Company's Commercial Product Segment returned to
profitability in the third quarter after experiencing losses in
the previous two quarters. The return to profitability is
primarily attributable to cost cutting and restructuring in its
automotive safety business. The Company expects to see continued
profitability in this segment in the fourth quarter of 2002.

The Company's Aerospace and Defense Segment revenues increased
14% for the quarter ended September 30, 2002 compared to the
same period in 2001. However, net income for this segment is
flat for the quarter and is attributable to the previously
announced decision by the Company to voluntarily rework certain
lots of Small Arms Protective Insert body armor products.

Under generally accepted accounting principles, the Company
reported a net loss for the third quarter ended September 30,
2002 of approximately $741,000, compared to a net loss of
approximately $2 million for the same period in 2001.

Earnings for the third quarter ended September 30, 2002 were
impacted by previously announced workforce restructuring charges
that will provide on-going cost savings, discontinued
operations, and the aforementioned product rework costs.
Excluding those charges the Company would have reported
approximately breakeven results for the quarter.

Third quarter charges and special items identified above include
approximately $762,000 for workforce severance and approximately
$347,000 net of tax for discontinued operations for the
settlement of obligations for outstanding lease guarantees
related to the Company's rail and mass transit seating business
that was disposed of in 1999. The Company estimates the impact
of testing and rework costs for the SAPI products is
approximately $1 million. The full financial impact of these
rework activities has been recorded in the third quarter. The
Company expects its SAPI business to continue to grow and
announced a new contract award on November 7, 2002.

The Company's strategic focus on increasing licensing revenues
produced positive results. The Company generated approximately
$506,000 in licensing revenues during the third quarter of 2002
up 21% from $419,000 for the same period in 2001. Additionally,
the Company executed a new license agreement on September 30,
2002 that will generate approximately $750,000 of revenue in the
fourth quarter of 2002.

Gross margin was approximately 31% of revenue for the third
quarter ended September 30, 2002 compared to 34% of revenue for
the same period in 2001. The decrease in gross margin was due
primarily to rework costs related to SAPI and was partially
offset by cost reduction activity initiated in prior periods
that now have favorably impacted the business. Continued cost
reduction activities should improve gross margins in future
quarters.

Total SG&A (including research and development) as a percentage
of revenue remained flat while revenue grew. Total SG&A
(including research and development) increased approximately 2%
from $6.3 million to $6.4 million or 23% of revenue in both
third quarters ended September 30, 2001 and 2002, respectively.
SG&A (including research and development) was approximately $5.7
million or 21% of revenue excluding one-time restructuring costs
recorded in the third quarter of 2002 as compared to $5.8
million in the third quarter 2001.

Debt reduction remains a critical focus for management. The
Company confirmed that it had more than one potential asset sale
transaction in progress. Third party financial advisors and
representatives are engaged for the completion of these
assignments. If one or more of the transactions are completed,
the Company anticipates the proceeds will be applied to debt
reduction in the fourth quarter of 2002 or first quarter of
2003, the Company said. In parallel the Company has retained a
third party financial advisor for services with respect to cost
reductions, and refining marketing forecasts. Separately, the
Company is also engaged in discussions with investment bankers
about balance sheet refinancing transactions concurrent with
possible debt reduction from asset proceeds.

Finally, the Company said that due to strong ongoing defense
business, improved automotive business, new licensing revenues,
and a new SAPI body armor contract, the Company expects to
report positive net income in the fourth quarter and to be
profitable overall for FY 2002.

Simula designs and makes systems and devices that save human
lives. Its core markets are aviation safety, personnel safety,
and military ground vehicle safety. Simula's core technologies
include inflatable restraints, energy-absorbing seating systems,
advanced polymer materials, lightweight transparent and opaque
armor products, personnel protective equipment and sealed
parachutes, and crash sensors. For more information, go to
http://www.simula.com  

Simula, Inc.'s June 30, 2002 balance sheets show a total
shareholders' equity deficiency of about $1.8 million.


SINCLAIR BROADCAST: Will Make Distributions on 11-5/8% HYTOPS
-------------------------------------------------------------
Sinclair Broadcast Group, Inc., (Nasdaq: SBGI) announced that
its Board of Directors has declared a regular quarterly cash
distribution equal to 2.90625% of the liquidation value on the
11-5/8% High Yield Trust Offered Preferred Securities (the
"HYTOPS") of Sinclair Capital, a wholly owned subsidiary trust
of Sinclair Broadcast Group, Inc.  The distribution is payable
on December 16, 2002, to the holders of record at the close of
business on November 29, 2002.  The HYTOPS (CUSIP Number
829230408) are not traded on Nasdaq or any exchange.

Sinclair Broadcast Group, Inc., one of the largest and most
diversified television broadcasting companies, owns and
operates, programs, or provides sales services to 62 television
stations in 39 markets.  Sinclair's television group includes
FOX, WB, ABC, CBS, NBC, and UPN affiliates and reaches
approximately 24% of all U.S. television households.  For more
information, please visit Sinclair's Web site at
http://www.sbgi.net  

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B' rating to TV station operator Sinclair Broadcast Group
Inc.'s proposed $125 million offering of 8% senior subordinated
due 2012.

The notes are an additional issuance related to the company's
existing 8% subordinated notes due 2012. Proceeds from the
offering plus existing cash and $25 million from the revolving
credit facility, will be used to redeem the company's $200
million 9% notes due 2007. All ratings on Sinclair, including
the double-'B'-minus corporate credit rating, are affirmed.


SL INDUSTRIES: Applauds Decision in Case against Eaton Aerospace
----------------------------------------------------------------
SL Industries, Inc., (NYSE:SL) (PHLX:SL) announced that a jury
verdict has been rendered in the lawsuit filed by Eaton
Aerospace LLC against SL Montevideo Technology, Inc., the
Company's subsidiary, in the amount of approximately $650,000.
Prior to trial, SL-MTI had admitted an additional liability in
the approximate amount of $35,000.

A judgment on the matter will also include interest, and may
include costs. The lawsuit was filed by Eaton against SL-MTI in
the fall of 2000 in the United States District Court for the
Western District of Michigan, alleging breach of contract and
warranty in the defective design and manufacture of a high
precision motor, and sought compensatory damages of
approximately $3,900,000.

SL-MTI is considering all of its options regarding the decision.
Warren Lichtenstein, the Company's Chairman of the Board,
stated, "While any decision against SL-MTI is unfortunate, we
are pleased that the amount of the decision is substantially
less than the damages claimed by Eaton, and believe that
resolution of this matter is a positive development for SL-MTI
and will permit SL-MTI to move forward with its business plan."

SL Industries, Inc., designs, manufactures and markets Power and
Data Quality equipment and systems for industrial, medical,
aerospace, telecommunications and consumer applications. For
more information about SL Industries, Inc., and its products,
please visit the Company's Web site at http://www.slpdq.com

                         *    *    *

As reported in Troubled Company Reporter's Friday Edition, SL
Industries said that "despite [their] best efforts, [the Company
was] unable to complete the refinancing of the Company's line of
credit by October 31, 2002. As a result, the Company paid its
lenders a facility fee of $780,000, as provided in its credit
agreement, which will impact fourth quarter financial results.
[The Company is] continuing to work towards refinancing the
credit line prior to the maturity date of December 31,
2002."

On May 23, 2002, the Company and its lenders reached an
agreement, pursuant to which the lenders granted a waiver of
default and amended certain financial covenants of the Company's
revolving credit facility, so that the Company is in full
compliance with the revolving credit facility after giving
effect to the Amendment.

SL Industries, Inc., has retained Imperial Capital, LLC to act
as its financial advisor.

Imperial Capital, LLC will spearhead the Company's initiative to
explore a sale of some or all of its businesses and will also
assist management in its ongoing efforts to secure new long term
debt to refinance the Company's current revolving credit
facility which matures on December 31, 2002.


SMARTSALES INC: Perry Krieger Appointed as Bankruptcy Trustee
-------------------------------------------------------------
SmartSales Inc., announced that notice of termination has been
given to all staff and a trustee in bankruptcy, Perry Krieger &
Associates has been appointed to manage the affairs of the
company. In addition, each of the remaining three directors Mr.
Nigel Stokes, Mr. Kelly Zweep and Ms. Gael Mourant have resigned
from the Board of Directors of SmartSales effective immediately.  

The directors determined that the uncertainty of receiving
future revenues and the inability to pay the obligations of the
company made continuing the operations of the company
impossible.


SPARKLING SPRING WATER: S&P Places B Ratings on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
bottled-water distributor Sparkling Spring Water Group Ltd. on
CreditWatch with positive implications, including the 'B' long-
term corporate credit rating. The Richmond, British Columbia-
based company had about US$110 million in debt outstanding at
September 30, 2002.

The Creditwatch placement reflects Sparkling Spring's parent
company's, Sparkling Springs Water Holdings Ltd., announcement
earlier today that it has entered into a definitive agreement
for the sale of all of its outstanding stock to Groupe Danone.

"The terms of the sale were not released, but Danone is expected
to assume all of Sparkling Spring's debt outstanding," said
Standard & Poor's credit analyst Don Povilaitis.

The purchase is subject to regulatory approval, and Standard &
Poor's will continue to monitor developments until the
transaction closes.

Sparkling Springs is a leading producer and distributor of
three- to six-gallon bottled drinking water, primarily to homes
and offices, serving Canada, Scotland, England, the Netherlands,
and the U.S.


STOCKGROUP INFO.: Reports Improved Results for Third Quarter
------------------------------------------------------------
Stockgroup Information Systems Inc., (OTCBB: SWEB) a financial
media and technology company, announced its financial results
for the third quarter ended September 30, 2002.

Operational Highlights

    - 37% increase in revenue over Q2, 2002

    - Operational expenses and net loss, excluding one time
      StockHouse integration costs, down 20% and 54% from Q2,
      2002

    - Completed the integration of StockHouse's acquired assets
      and eliminated almost all Stockhouse costs

                    Q3 to Q2 2002 Comparison

Stockgroup reported revenue of $0.56 million for Q3 2002,
compared to $0.41 million for Q2 2002, an increase of 37%. The
increase was mainly due to the increase in recurring revenue and
a contribution from the new Stockhouse assets. Operating
expenses for Q3, 2002 were $0.59 million compared to $0.57
million in Q2, 2002. Included in the Q3 operational expenses is
$0.14 million in one-time integration costs of Stockhouse.
Without the Stockhouse integration costs, operating expenses
would have decreased quarter over quarter by 20% and
Stockgroup's net loss would be $0.17 million compared to $0.37
million in Q2 a decrease of 54%.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $580,000, and a total
shareholders' equity deficit of about $1.5 million.

"Despite the financial markets facing a devastating year, topped
off by the worst quarter in most people's memory, we are pleased
with a number of our accomplishments. This quarter we
successfully increased our recurring revenue by signing new
agreements with major corporations for both our financial
content and public company disclosure software products. This is
a strong validation of the quality of our product line and our
ability to meet the needs of corporate America for the critical
financial content that they need for their customers,
shareholders and employees. During the quarter we successfully
integrated the StockHouse web sites into our infrastructure. We
have managed to eliminate all but the bandwidth and certain
equipment costs of StockHouse. During the next quarter we will
begin to enjoy the benefits of this new revenue stream with only
a minimal increase in our cost base." Stated Marcus New, CEO.

                   Q3 to Q3 2001 Comparison

Stockgroup reported revenue of $0.56 million for the quarter
ended September 30,2002, compared to $0.73 million in the same
quarter 2001, a decrease of 23% compared to the same period last
year. The decline in revenue was primarily the result of lower
sales from its advertising products due to the negative stock
market conditions. Operating expenses for the quarter ended
September 30, 2002 were $0.59 million compared to $0.49 million
in the same quarter. The increase in operating expenses was due
to one-time integration costs with the acquisition of the assets
of StockHouse Media Inc.

Other Highlights

    - Announced licensing agreement for Financial Content and
      Software Systems with National Bank Financial, one of
      Canada's top investment dealers with more than 275,000
      Customers

    - Signed licensing agreements for IntegratIR with leading
      companies including: Dupont Canada, Kenneth Cole, BCE
      Emergis, and Intrawest

    - Retained Canaccord Capital, Canada's largest independent
      investment dealer to act as a sponsor for the inter-
      listing of its shares on the TSX Venture Exchange in
      Canada.

             Financial Content and Software Systems

Financial Content and Software Systems revenue increased 23%
over the past quarter. Stockgroup has continued to sign
licensing agreements with large enterprise customers to give
them the ability to provide financial content, data and tools to
their customers on a private label basis for a fraction of the
cost of doing it themselves. Stockgroup's Financial Content and
Software Systems are made up of a suite of over 30 proprietary
financial and software tools and 100 different data sources that
disseminate data from all North American Exchanges and from a
database of over 21,000 publicly traded companies. Some of
Stockgroup's more than 30 different financial tools include
quotes, charts, portfolio, technical analysis, wireless
applications, watch lists and others. In addition to financial
services firms, Stockgroup also provides specialized tools for
the publishing industry, public companies (CFO/IRO) and
corporate employee intranet markets.

         Public Company Disclosure and Awareness Products

The Company's IntegratIR(L) software system, continues to be a
strong source of revenue. Public Company Disclosure and
Awareness Products revenue was up 49% over the past quarter. The
IntegratIR(L) software system for CFO/IRO's includes 12 basic
components ranging from company overview, stock quotes and
charts to automated SEC filings. The IntegratIR gives the
CFO/IRO the ability to add or change up to 40 additional
components that can be displayed on the Investor Relations
section of their web site. These include automated press
releases, embedded news systems, company fundamentals, and
interactive financial reports.

For full details please view the Company's 10QSB filed Nov. 8
with the SEC.

Stockgroup Information Systems Inc., is a financial media and
technology company. It is a leading provider of private labeled
financial content and software solutions to media, corporate,
and financial services companies. Stockgroup employs proprietary
technologies, which enable its clients to provide financial data
streams and news combined with cutting edge fundamental,
technical, productivity, and disclosure tools to their
customers, shareholders, and employees at a fraction of the cost
of traditional internal methods. Stockgroup is also a provider
of Internet communication and disclosure products for publicly
traded companies. Its state of the art financial portals
Smallcapcenter and Stockhouse are among the most heavily visited
sources of financial news and data in North America. To find out
more about Stockgroup (OTCBB: SWEB), visit its Web site at
http://www.stockgroup.com  


TANDYCRAFTS INC: Court Fixes December 4 Admin. Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes the
deadline for creditors of Tandycrafts, Inc., to file
administrative proofs of claim against the Debtors' estates.

The Court sets December 4, 2002, as the deadline for all
entities seeking an Allowed Administrative Claim against the
Debtors estates, must file their Administrative Claim Request or
be forever barred from asserting that claim.

All written claims, to be deemed timely-filed must be received
on or before 4:00 p.m. of the Administrative Claim Bar Date by:

          Tandycrafts Claims Processing Center
          c/o Bankruptcy Services LLC
          70 East 55th Street, 6th Floor
          New York, NY 10022-3222

Holders of administrative claims need not file proofs of claim
if these claims are:

     i) Administrative claims of Debtors' and Committee's
        professionals subject to the Bankruptcy Court's
        approval;

    ii) U.S. Trustee's claims;

   iii) Administrative claim for goods/services which arise and
        are payable in the ordinary course of the Debtors'
        business; and

    iv) Administrative claim held by any other party, which the
        Court has entered a later bar date;

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.


TELESYSTEM: Woos Lenders to Extend Credit Facility Beyond Dec 15
----------------------------------------------------------------
Telesystem International Wireless Inc., (Nasdaq:TIWI) (TSX:TIW)
reported its results for the third quarter and first nine months
ended September 30, 2002.

Consolidated operating income before depreciation and
amortization (EBITDA) from continuing operations increased 80%
to $71.1 million compared to $39.6 million for the third quarter
of 2001. For the first nine months, EBITDA increased 114% to
$179.1 million compared to $83.8 million for the same period
last year. The strong EBITDA growth reflects the continued solid
performance in Romania and improved results in the Czech
Republic where the Company's operating subsidiary recorded a
third consecutive quarter of positive EBITDA. Operating income
from continuing operations increased 262% to $30.4 million
compared to $8.4 million for the same period last year.

"We are pleased with our performance in the third quarter and
the first nine months of 2002. Our strong growth in EBITDA and
operating income reflects our focus on achieving profitable
growth and effective cost management" said Bruno Ducharme,
President and Chief Executive Officer of TIW. "MobiFon in
Romania remains one of the most profitable mobile operators in
Europe while our operation in the Czech Republic having reached
a critical mass continues to improve its financial performance."

                   Results of Operations

TIW recorded net additions for the third quarter of 202,200, to
reach total subscribers from continuing operations of 3,707,400,
up 56% compared to 2,369,800 at the end of the third quarter of
2001. Consolidated service revenues increased 32% to $175.5
million compared to $132.8 million for the third quarter of
2001. The strong revenue growth, lower selling, general and
administrative expenses ("SG&A") as a percent of revenues and
continued cost management at the corporate level resulted in an
operating income from continuing operations of $30.4 million
compared to $8.4 million for the same period last year.

Loss from continuing operations was $9.0 million compared to
income from continuing operations of $217.3 million,
respectively, for the third quarter of 2001. The current
quarter's loss from continuing operations includes a one time
charge of $10.1 million related to MobiFon's debt refinancing.
Income taxes for the quarter were $10.8 million and relates to
Romanian taxes where in the corresponding period last year,
MobiFon benefited from prior years' losses carried forward.
During the third quarter of 2001, the Company recorded a non-
cash gain of $238.9 million on the forgiveness of debt and also
recorded a loss on sale of its interest in a Brazilian wireless
Internet venture of $8.6 million. After adjustment for the above
items loss from continuing operations for the third quarter of
2001 would have been $13.1 million. During the third quarter
2002, the Company recorded a loss from discontinued operations
of $32.3 million in relation with its Brazilian assets primarily
due to the deterioration of the value of the Brazilian real
relative to the US dollar. As a result, net loss for the third
quarter amounted to $41.3 million. For the third quarter of
2001, the Company recorded a loss from discontinued operations
of $33.4 million, bringing net income to $183.9 million.

For the first nine months of 2002, consolidated service revenues
increased 34% to $470.6 million compared to $350.5 million for
the same period last year. Operating income from continuing
operations was $69.0 million compared to an operating loss of
$3.2 million for the same period last year, an improvement of
$72.2 million. Income from continuing operations was $70.4
million, including a pre-tax non-cash gain of $91.1 million
mainly related to the financial restructuring completed during
the first quarter and the expiry of the TIW Units and one time
debt refinancing charges of $10.1 million described above. Net
loss for the nine month period was $91.5 million resulting from
a $161.9 million loss from discontinued operations recorded
during the period. For the 2001 period, the Company recorded
income from continuing operations of $178.3 million,
respectively, and a $363.9 million loss from discontinued
operations mainly related to Dolphin Telecom plc, partially
offset by the $238.9 million non-cash gain on the forgiveness of
debt described above, resulting in a net loss of $185.6 million,
respectively.

                     MobiFon S.A. - Romania

MobiFon, the market leader in Romania with an estimated 53%
share of the cellular market, added 125,500 net subscribers for
the third quarter for a total of 2,462,500, compared to
1,622,700 subscribers at the end of the same 2001 period, an
increase of 52%. For the same quarter last year, MobiFon
recorded 160,400 net additions and held a market share of
approximately 50%. The pre-paid/post-paid mix at the end of the
third quarter 2002 was 65/35 compared to 62/38 a year ago,
consistent with the higher proportion of prepaid subscribers
added during the last 12 months.

Service revenues reached $112.6 million, an increase of 17%, due
to a larger subscriber base including a larger proportion of
prepaid subscribers, compared to $96.1 million for the third
quarter last year. The monthly average revenue per subscriber
was $14.45 as compared with $14.12 in the preceding quarter and
$19.04 in the third quarter of 2001. SG&A expenses decreased to
21% of service revenues compared to 23% for the 2001
corresponding period. EBITDA increased 23% to $64.4 million
compared to $52.4 million for the same period last year and
EBITDA as a percentage of service revenue improved to 57%
compared to 54% in the quarter ending September 30, 2001.
Operating income rose 30% to $43.0 million compared to $32.9
million for the third quarter in 2001.

For the first nine months, service revenues increased 19% to
$311.5 million compared to $260.7 million for the same period
last year. EBITDA increased 24% to $172.8 million compared to
$138.9 million for the 2001 period. Operating income rose 31% to
$110.1 million compared to $83.9 million for the first nine
months of 2001.

                Cesky Mobil a.s. - Czech Republic

Cesky Mobil added 68,300 net subscribers for the third quarter,
to reach 1,139,600 subscribers, an increase of 68% compared to
680,300 subscribers at the end of the third quarter of 2001.
Cesky Mobil estimates it held a 14% share of the national
cellular market as of September 30, 2002, compared to an 11%
share at the same time last year. During the past 12 months,
management estimates cellular penetration in the Czech Republic
increased to 78% from 58% at the end of the third quarter of
2001 when Cesky Mobil recorded 140,200 net subscriber additions.
The pre-paid/post-paid mix as of September 30, 2002 was 71/29
compared to 68/32 at September 30, 2001. The change in mix is
primarily attributable to the strong growth in prepaid
subscribers experienced during the last quarter of 2001 and the
first quarter of 2002.

Service revenues increased 82% to $62.9 million compared to
$34.5 million for the third quarter of 2001. The monthly average
revenue per subscriber (ARPU1) was $18.20 as compared with
$16.65 in the preceding quarter and $17.96 in the third quarter
of 2001. Cesky Mobil recorded EBITDA of $8.4 million, its third
consecutive quarter of positive EBITDA, compared to negative
EBITDA of $5.8 million for the same period last year. This
improvement reflects the revenue impact of rapid subscriber
growth and economies of scale. SG&A expenses declined to 34% of
service revenues compared to 46% for the same period last year.
Operating loss improved to $10.9 million compared to $17.0
million for the third quarter of 2001.

For the first nine months, service revenues increased 93% to
reach $159.1 million compared to $82.6 million for the same
period in 2001. EBITDA reached $12.9 million compared to
negative EBITDA of $36.0 million for the first nine months of
last year, an improvement of $48.9 million. Operating loss
declined to $34.4 million compared to $66.5 million for the same
period in 2001.

                       Corporate and Other

The Company's wireless operations in India and other corporate
activities recorded negative EBITDA of $1.6 million and $6.6
million for the third quarter and first nine months of 2002,
respectively. This compares to negative EBITDA of $6.9 million
and $19.1 million, respectively, for the same periods last year.
The improvement reflects mainly a reduction in corporate
overhead following the Company's restructuring.

                  Liquidity and Capital Resources

For the third quarter of 2002, operating activities provided
cash of $28.3 million compared to $51.9 million in 2001. For the
first nine months of 2002, operating activities provided cash of
$85.9 million compared to using $34.0 million for the same
period last year. Results for 2001 include significant changes
in operating assets and liabilities mainly related to Cesky
Mobil.

Investing activities used cash of $59.0 million and $166.0
million for the third quarter and first nine months of 2002,
mainly for the expansion of cellular networks in Romania and the
Czech Republic. This compares to $76.8 million and $161.8
million for the third quarter of 2001 and first nine months last
year. The higher amount in the first nine months 2002 period
reflects mainly the fact that in 2001, investment in the
cellular network in the Czech Republic reached a peak during the
last quarter of the year while network investment in the current
year has been more evenly distributed.

Financing activities provided cash of $26.0 million for the
third quarter mainly related to the net proceeds from MobiFon's
long-term debt refinancing described below, net of the repayment
of $10 million of the Company's senior credit facility.
Financing activities provided cash of $86.2 million for the
first nine months of 2002, reflecting net proceeds of $41.2
million from a recapitalization completed during the first
quarter, $303.1 million of additions to long-term debt and $29.9
million of proceeds from investees' shares issued to non-
controlling interest, partially offset by the repayment of short
and long-term debt of $270.4 million and the incurrence of $7.8
million of financing costs in connection with MobiFon's
refinancing.

Cash and cash equivalents at the end of the third quarter
totaled $86.9 million, including $28.1 million at the corporate
level.

As of September 30, 2002, total consolidated indebtedness was
$977.5 million, of which $287.3 million was at the corporate
level, $267.7 million at MobiFon and $422.5 million at Cesky
Mobil. Total indebtedness at the TIW level was mainly comprised
of $63.6 million due under the corporate bank facility and
$222.1 million in 14% Senior Guaranteed Notes and related
accrued interest and contingent payments. Both the total
consolidated indebtedness and corporate indebtedness figures
reflect the Company's financial restructuring and
recapitalization which was completed during the first quarter of
2002. On August 23, 2002, the maturity of the corporate credit
facility was extended to December 15, 2002. Considering the
short term maturity of the corporate credit facility, committed
cash obligations of the Company for the upcoming 12 months
exceed its committed sources of funds and cash on hand. As
previously reported, there is significant uncertainty as to
whether the Company will have the ability to continue as a going
concern. The Company continues to review opportunities to
refinance or amend the terms of its corporate debt, raise new
financing and sell assets. The Company is currently in
discussions with the syndicate of lenders to extend the terms of
its corporate facility beyond its December 15, 2002 stated
maturity. There is no certainty the lenders will agree to such
extension. The facility is secured by substantially all of the
assets of the Company.

On August 27, 2002, MobiFon closed a $ 300 million senior loan
facility. This new facility is composed of two tranches. Tranche
I consists of a term loan of $238 million, fully drawn as at
September 30, 2002, for which the proceeds were used to repay
the interest and principal balance of the syndicated senior
credit facilities entered into in 1997 and 1999. Tranche II
consists of a term loan of up to $62 million of which $17
million was drawn as at September 30, 2002. Each tranche is
repayable in quarterly installments starting in January 2004 and
maturing in October 2008. The interest rate on the facility is
London Interbanks Offered Rate ("LIBOR") plus a margin of 3.5%
up to December 31, 2003. Thereafter, the interest rate will
range from LIBOR plus a margin of 2.5% to LIBOR plus a margin of
4.0% depending on certain financial ratios. As permitted by the
loan agreement, the LIBOR portion of the interest rates on $87.3
million of Tranche I and $6.2 million of Tranche II have been
fixed at 3.64% and 3.52% respectively. In October 2002, MobiFon
also entered into interest rate swap agreements on notional
principal amounts of $100 million and $30 million whereby the
LIBOR portion of the interest on the related loan principal has
been effectively fixed at 3.6% and 3.7%, respectively. During
the nine-month period ended September 30, 2002, MobiFon has
deferred financing costs in the amount of $7.8 million relating
to the new senior loan facility. Under the facility, MobiFon
must comply with certain affirmative covenants such as the
maintenance of certain financial covenants and ratios, including
debt and capital ratios. The facility also contains customary
negative covenants and mandatory prepayment provisions which,
among other things, limit MobiFon's ability to create liens,
dispose of assets or make distributions not provided for by the
facility. The facility allows for distributions of cash provided
from operations net of capital expenditures and scheduled debt
service subject to MobiFon meeting certain financial ratios and
maintaining minimum cash balances. To the extent such ratios are
not met, a portion or all of these cash flows may be required to
be used for mandatory prepayments of the facility. The facility
is collateralized by a pledge of the Company's and of the
minority interests' shares in MobiFon and by substantially all
of the assets of MobiFon.

During the three month period ended September 30, 2002, the
unamortized deferred financing costs relating to the
extinguished syndicated senior credit facilities in the amount
of $5.2 million were written off and additional interest for
early repayment and other cancellation fees totaling $4.9
million was incurred.

During the quarter, MobiFon paid $15.5 million to its
shareholders, representing the second installment of a $27.6
million dividend declared in March of this year. The final
installment of $0.6 million was paid in October 2002. The
Company used a portion of the proceeds to repay $10.0 million of
its senior credit facility and to fulfill its funding
commitments in its operating subsidiary, Cesky Mobil. On October
30, 2002, the shareholders of MobiFon approved further
distributions of up to $38.8 million by means of a share
repurchase. Shareholders can tender their shares between October
30, 2002 and June 30, 2003 in order to realize their pro-rata
share of this distribution amount of which ClearWave's is $24.6
million which the Company expects to repatriate via the
repayment of inter-company loans and interests thereof. A first
distribution of $16.6 million was paid on October 30, 2002, of
which $15.8 million was paid to ClearWave. MobiFon's
shareholders are expected, but not required, to participate pro-
rata in the share repurchase. Accordingly, the Company's
ultimate ownership of MobiFon may vary between 53.4% and 54.8%,
throughout the tender period, depending on the timing and the
extent of each shareholder's participation in the repurchase.

TIW is a leading cellular operator in Central and Eastern Europe
with over 3.7 million managed subscribers. TIW is the market
leader in Romania through MobiFon S.A. and is active in the
Czech Republic through Cesky Mobil a.s. The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ
("TIWI").


TELIGENT: Court Fixes November 15 Gen. & Admin. Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
fixes November 15, 2002, as the last date for persons and
entities holding administrative expense and general claims
against Teligent Inc., and its debtor-affiliates, to file their
proofs of claims or be forever barred from asserting those
claims.

All proofs of claims must be received before 5:00 p.m. on
Nov. 15, and addressed to:

      United States Bankruptcy Court
      re: Teligent Inc., et al.
      One Bowling Green, Room 534
      New York, NY 10004

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

      i. Claims listed in the Debtors' Schedules and not listed
         as contingent, unliquidated, or disputed;  

     ii. Claims already properly filed with the Court; and

    iii. Claims previously allowed by Order of the Court.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001. James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represent the Debtors in their
restructuring effort. When the Company filed for protection from
its creditors, it listed $1,209,476,000 in assets and
$1,649,403,000 debts.


TENDER LOVING CARE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Tender Loving Care Health Care Services
             1983 Marcus Avenue
             New Hyde Park, NY 11042-0000

Bankruptcy Case No.: 02-88020

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     A Reliable Homemaker of Martin St Lucie
      County Inc.                               02-88021
     Albert Gallatin Home Care Inc.             02-88022
     Careco Inc.                                02-88023
     Ethicare Certified Services Inc.           02-88024
     S B H F Inc.                               02-88025
     St Lucie Home Health Agency Inc.           02-88026
     Staff Builders Home Health Care Inc.       02-88027
     Staff Builders Inc.                        02-88028
     Staff Builders International Inc.          02-88029
     Staff Builders Services Inc.               02-88030
     T L C Home Health Care Inc.                02-88031
     T L C Medicare Services of Broward Inc.    02-88032
     T L C Medicare Services of Dade Inc.       02-88033
     T L C Midwest Inc.                         02-88034
     Tender Loving Care Home Care Services Inc. 02-88035
     U S Ethicare Chautauqua Corp.              02-88036
     U S Ethicare Corp.                         02-88037
     U S Ethicare Erie Corp.                    02-88038
     U S Ethicare Niagara Corp.                 02-88039
     
Type of Business: Tender Loving Care, through its subsidiaries,
                  affiliates and franchisees are collectively
                  the second largest provider of Medicare-
                  reimbursed home health care services in the
                  United States.

Chapter 11 Petition Date: November 8, 2002

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtors' Counsel: Ian R. Winters, Esq.
                  Tracy L. Klestadt, Esq.
                  Klestadt Winters LLP
                  381 Park Avenue South
                  12th Floor
                  New York, NY 10016
                  212- 972-3000

Estimated Assets: $50 to $100 Million

Estimated Debts: More than $100 Million


TRIMAS CORP: Third Quarter Net Loss Slides-Up to $4.2 Million
-------------------------------------------------------------
TriMas Corporation announced third quarter results for the
period ended September 29, 2002.  Third quarter 2002 net sales
were $181.9 million, an increase of $2.9 million or 1.6 percent
from third quarter 2001.  During the third quarter of 2002, the
Company acquired the assets of Haun Industries in a transaction
valued at $3.4 million.  The impact of this acquisition on third
quarter results was immaterial.  

The Company has established Earnings Before Interest Taxes
Depreciation and Amortization an indicator of operating
performance and as a measure of cash generating ability.  
Operating EBITDA for the third quarter 2002, before leasing
expense and other charges was $33.3 million, an increase of $1.8
million or approximately 5.8 percent compared to $31.5 million
in the prior year's comparable quarter.  The improvement in
operating EBITDA before lease expense and other charges reflects
the benefit of increased sales, lower material costs and the
realization of efficiencies from restructuring actions completed
in late 2001.  During the third quarter of 2002, the Company
recorded approximately $0.7 million of incremental lease expense
principally related to the sale leaseback transactions entered
into at the beginning of 2002.  Management estimates operating
EBITDA, pro forma for the impact of the separation transaction
and non-recurring items, for the twelve months ended September
29, 2002 was approximately $127.8 million.

Net loss was $4.2 million for the three months ended September
29, 2002 compared to a net loss of $3.4 million for the prior
year's comparable quarter which included goodwill amortization
of $3.4 million.  During the three months ended September 29,
2002, the Company recorded charges of $10.5 million, including
approximately $2.0 million of non-recurring cash charges related
to plant consolidation and restructuring activities and
approximately $8.5 million of non-cash charges related primarily
to excess and obsolete inventory resulting from the
consolidation of certain manufacturing and business operations,
principally in our Industrial Specialties Group.

At September 29, 2002, total debt was $611 million and no
amounts were outstanding under the Company's revolving credit
facility and accounts receivable securitization program.  The
Company had $39.3 million of cash and cash equivalents at
September 29, 2002.  Capital expenditures for the third quarter
2002 were $6.5 million versus $3.3 million in the third quarter
2001. The relatively higher expenditures in the current quarter
resulted from planned investments in equipment to support new
product introductions and our restructuring initiatives.

TriMas president and CEO, Grant H. Beard said, "TriMas is
continuing to focus on growth and is making significant progress
on its restructuring initiatives.  We expect to complete nearly
80 percent of our restructuring activities by the end of the
fourth quarter.  During the third quarter, we completed the
acquisition of Haun Industries which has already been fully
integrated into our Arrow Engine business."

"We continue to concentrate on cash flow generation, the
restructuring of our businesses and the investment in world-
class operations," said Todd R. Peters, executive vice president
and CFO.  "We finished the third quarter with a very strong cash
and liquidity position.  Our internally generated cash flow
continues to be strong and will allow us to fund our
restructuring activities and capital investments."

                         Nine-Month Summary

Net sales for the first nine months of 2002 were $574.1 million,
a decrease of $0.9 million or 0.2 percent from the comparable
prior year's period.

Operating EBITDA for the nine months ended September 29, 2002,
before leasing expense and other charges was $113.8 million, an
increase of $6.2 million or 5.8 percent from the comparable
period in the prior year.  The improvement in operating EBITDA
before lease expense and other charges reflects the benefit of
lower material costs and the realization of efficiencies from
restructuring actions completed in late 2001.  During the nine
months ended September 29, 2002, the Company recorded
approximately $1.0 million of incremental lease expense
principally related to the sale leaseback transactions entered
into at the beginning of 2002.  Capital expenditures for the
first nine months of 2002 were $20.1 million versus the prior
year's comparable period capital expenditures of $13.7 million.  
The relatively higher expenditures resulted from planned
investments made in the second and third quarters of 2002 for
equipment to support new product introductions and our
restructuring initiatives.

Net loss for the nine months ended September 29, 2002 was $30.9
million compared to a net loss of $4.5 million for the
comparable period in the prior year which included goodwill
amortization of $10.2 million.  The results for the nine months
ended September 29, 2002 included a non-cash charge of $36.6
million for the cumulative effect on prior years of a change in
recognition and measurement of goodwill impairment, related to
our industrial fastener businesses, in connection with the
Company's adoption of SFAS No. 142 "Accounting for Goodwill and
Other Intangibles."

On June 6, 2002, TriMas completed a separation and
recapitalization transaction whereby an investor group led by
Heartland Industrial Partners invested $265 million to purchase
approximately 66 percent of the outstanding shares of TriMas,
and TriMas entered into senior credit facilities totaling $410
million ($260 million drawn) and issued $353 million of senior
subordinated notes.  Net proceeds of $840 million were paid to
Metaldyne Corporation.  Prior to the separation transaction,
TriMas operated as a wholly-owned subsidiary of Metaldyne
Corporation, which retains a 34 percent interest in TriMas.

Headquartered in Bloomfield Hills, MI, TriMas is a diversified
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial
and consumer markets worldwide.  TriMas consists of 3 operating
groups with combined annual revenues of approximately $730
million and employs nearly 4,000 employees at 56 different
facilities in 10 countries.  The Company's three strategic
operating groups are: Transportation Accessories, Rieke
Packaging Systems and Industrial Specialties.  Information about
TriMas is available on the Internet at http://www.trimascorp.com

                            *    *    *

As previously reported, Standard & Poor's assigned its double-
'B'-minus corporate credit rating to Bloomfield Hills, Michigan-
based TriMas Corp.

At the same time, Standard & Poor's assigned its double-'B'-
minus secured bank loan rating to TriMas' proposed $500 million
senior secured credit facilities due in 2009. Additionally,
Standard & Poor's assigned its single-'B' subordinated debt
rating to the company's proposed offering of $250 million in
senior subordinated notes due in 2012. The outlook is positive.


UNION ACCEPTANCE: Hosts Reorg. Plan Update Conference Call Today
----------------------------------------------------------------
Union Acceptance Corporation (OTCBB:UACAQ) will host its weekly
reorganization plan update conference call today, November 14,
2002 at 3:30 p.m. The call may be accessed through a toll-free
telephone number at (877) 313-0551. A telephone replay will be
available two hours after the completion of the call through
November 20, 2002 at midnight at (800) 642-1687; conference ID
6534527.

Interested parties may submit queries for which they would like
more information to the following email address:
investorrelations@uaca.com  The company will provide as much
information as it can in response to questions received on its
next conference call.

On October 31, 2002, UAC announced it has filed a petition for
reorganization under Chapter 11 of the Bankruptcy Code to
facilitate a financial restructuring. As part of the ongoing
communication regarding this proceeding, the company said it
intends to hold weekly update calls through the month of
November, then monthly calls through the end of the first
quarter of 2003. The call on November 14, 2002 is the second of
such calls.


US AIRWAYS: Seeks Nod to Assume and Enter Indemnification Pacts
---------------------------------------------------------------
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, relates that that US Airways Group has been implementing
measures aimed at improving profitability and laying the
groundwork for the ultimate financial rehabilitation as part of
a fast-track Chapter 11 reorganization case with a planned
emergence from Chapter 11 in the first quarter of 2003.  The
Debtors are focused on conducting a labor friendly Chapter 11
reorganization and have obtained authority under the Human
Capital Order to continue to honor their prepetition human
capital obligations in the ordinary course of business.  Under
the Human Capital Order, the Debtors have honored, and presently
intend to honor various human capital obligations including, all
of their obligations to their continuing employees.

Prior to the Petition Date, the Debtors entered into
indemnification agreements to indemnify officers and directors
in furtherance of (but not in lieu of) the indemnification
arrangements required by the Debtors' charter, bylaws and
policies.  Since the Petition Date, the Debtors have continued
to indemnify all postpetition officers and directors for
postpetition conduct.  The Debtors will also execute
postpetition indemnification agreements with new officers and
the new members of the Board of Directors elected in accordance
with the amended collective bargaining agreements with the
Debtors' employee groups.

Accordingly, the Debtors seek the Court's authority to:

    -- assume the Prepetition Indemnification Agreements that
       protect key personnel from claims that could be asserted
       for their actions taken in good faith and in the Debtors'
       best interests; and

    -- enter into the Postpetition Indemnification Agreements
       with the new Covered Persons.

In accordance with the recognized standard for indemnity
agreements, each of the Indemnification Agreements, while not
identical, provide indemnification only if the director or
officer acted in good faith and, through carve-outs for
misconduct and/or negligence, in the reasonable belief that his
actions were in or not opposed to the best interests of the
corporation.  See In re Joan and David Halpern, 248 B.R. 43,
45-6 (Bankr. S.D.N.Y. 2000), aff'd, 2000 U.S. Dist. LEXIS 17589
(S.D.N.Y. 2001).

The Debtors do not seek to assume executive employment
agreements or to implement a key employee retention program for
their most senior level employees as would be the case in most
large Chapter 11 reorganizations.  Rather, the Debtors seek
modest relief to provide minimal protection to the Covered
Persons to indemnify them for claims challenging difficult
business decisions made in good faith and in the Debtors' best
interests.  This protection is less than that often sought in
complex Chapter 11 cases, and is necessary and appropriate here.

The Debtors' management consists of talented individuals who
have significant, unique knowledge of the operations and the key
factors for success in the airline industry.  Many members of
management are new to the Debtors within the last two years.  
The Debtors' ability to maintain the business operations and
preserve value for their estates is dependent on the continued
employment, active participation and dedication of these
individuals, who are not only an extremely valuable commodity,
but who would also be valuable to the Debtors' competitors and
other airlines.  A loss of key personnel could have disastrous
effects on the Debtors' ability to accomplish their
reorganization efforts.

The realities facing companies in Chapter 11 can be challenging
for employees in general and key employees in particular.
Employee attrition often results from low morale spawned by
uncertain futures, lost opportunities, or lost earnings due to a
lack of payouts from performance bonuses or worthless equity-
based compensation programs.  Furthermore, employee turnover can
occur at a time when retaining and focusing key talent is
essential for a successful reorganization.

To maintain the managerial consistency that is crucial to
achieving quality and profitability in a highly complex airline
operation, the Debtors seek to assume the Prepetition
Indemnification Agreements and to enter into the Postpetition
Indemnification Agreements with the relevant employees.  The
Debtors fear that any implication that they will not continue to
honor obligations under their indemnification agreements will
have an adverse impact on the Covered Persons.  This could also
be interpreted as a precursor of future adverse treatment of
those who remain with the Debtors.  Without the basic, standard
protection of an indemnification agreement, many of these
officers and directors may determine that their potential
exposure exceeds the benefit of continuing to serve the Debtors.
(US Airways Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


USA BIOMASS: Court Confirms Reorganization Plan
-----------------------------------------------
USA Biomass Corporation (OTC Bulletin Board: USBCQ) announced
that the Federal Bankruptcy Court confirmed the USA Biomass
Reorganization Plan on November 6, 2002.  As a result, the
company expects to emerge from bankruptcy proceedings by the end
of this month at which point the "Q" at the end of the company's
symbol (denoting bankruptcy) will be dropped.  Further, the
company has made it a top priority to bring all of its SEC
filings up to date, to restore its status as a "fully-reporting"
company under the Exchange Act of 1934 and to enable it to have
its common stock quoted on the OTCBB.

While the company has been undergoing reorganization proceedings
in federal bankruptcy court, the USA Biomass Shareholder Group
-- composed of USA Biomass' shareholders -- formed the
foundation to re-enter the green waste, recycling and waste
transportation market by using $800,000 of equity capital raised
through previous USA Biomass shareholders to acquire a 25-truck
fleet, attract new contracts and rebuild the company's former
business.  USA Biomass current operations have been transferred
immediately to SoCal Waste Group, a USA Biomass Shareholder
Group company, which will be merged with USA Biomass on the
Effective Date of the company's emergence from bankruptcy
proceedings. Notwithstanding, full operations have already
resumed and the company's truck fleet is rolling as of today.

The company is still seeking at least an additional $200,000 in
equity capital through a limited $0.125 per share offering that
is currently underway.  Raising this sum would bring the total
new equity capital raised by the company to $1,000,000; the
amount budgeted by the company's operating plan.  This capital
will be necessary to fund the company's current expansion plans,
which, subject to a major new agreement, would require the
company to double its fleet.  Revenues are expected to increase
to approximately $8,000,000 on an annualized basis, when a
definitive agreement is signed.


VISKASE COMPANIES: Files for Prepack. Chapter 11 Reorganization
---------------------------------------------------------------
Viskase Companies, Inc., (Nasdaq: VCIC) announced that pursuant
to the terms of the Restructuring Agreement between the Company
and members of the ad hoc committee of holders of its 10-1/4%
Senior Notes, the Company has filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court to seek confirmation of a prepackaged plan of
reorganization already approved by the required number of
holders and principal amount outstanding of the Senior Notes.
The Company had previously commenced an exchange offer relating
to the Senior Notes which exchange offer expired at 5:00 p.m. on
November 4, 2002. The exchange offer was conditioned on tender
of all outstanding Senior Notes. The exchange offer was
conducted simultaneously with a solicitation for approval of the
Plan, which required the consent of a majority in number of the
holders representing at least 66-2/3% in principal amount of the
Senior Notes actually voting in the solicitation. $141,314,000
principal amount of Senior Notes were tendered in the exchange
offer, representing 86.7% of the principal amount outstanding.
In the solicitation, consents to the Plan were received from the
holders of $112,101,000 principal amount of Senior Notes,
representing 68.7% of the principal amount of Senior Notes
outstanding, 91.4% of the principal amount of Senior Notes that
voted in the solicitation and 91.4% of the number of holders of
Senior Notes that voted in the solicitation voted to accept the
Plan.

The Chapter 11 filing was for Viskase Companies, Inc. only. The
Chapter 11 filing does not include any of the Company's domestic
or foreign operating subsidiaries. Therefore, the Company's
operating subsidiaries will continue to provide an uninterrupted
supply of products and services to customers worldwide. Trade
creditors and vendors will be totally unaffected and will
continue to be paid in the ordinary course of business, and the
operating subsidiaries' employees will be paid all wages,
salaries and benefits on a timely basis. Under Chapter 11, the
Company may operate its business in the ordinary course as a
debtor in possession, subject to prior Bankruptcy Court approval
of transactions outside the ordinary course and certain other
matters.

The Company has asked the Bankruptcy Court for an expedited
confirmation hearing in order to allow the Company to emerge
from bankruptcy as soon as practicable. Although the Company
expects to consummate the Plan already approved by the required
number of holders and principal amount outstanding of the Senior
Notes, it can provide no assurances that any restructuring will
be completed on the terms indicated in the Plan, or at all.

Under the terms of the Plan, the Company's wholly owned
operating subsidiary, Viskase Corporation, would be merged with
and into the Company immediately prior to or upon consummation
of the Plan with the Company being the surviving corporation.
The outstanding Senior Notes would receive new 8% Senior Secured
Notes and shares of new common stock to be issued by the Company
on a basis of $367.96271 principal amount of New Notes (i.e.,
$60,000,000) and 3,170.612 shares of New Common Stock (i.e.,
517,000,000 shares or 94% of the New Common Stock) for each one
thousand dollar principal amount of Senior Notes. The existing
shares of common stock of the Company would be canceled. Holders
of the old common stock would receive warrants to purchase
shares of New Common Stock equal to 2.7% of the Company's New
Common Stock at an exercise price of $0.20 per share. Assuming
all warrants are exercised, holders of the Senior Notes would
receive approximately 91.5% of the New Common Stock and
approximately 5.8% would be issued or reserved for issuance to
the Company's management and employees.

The New Notes would bear interest at a rate of 8% per year,
payable semi- annually (except annually with respect to year
four and quarterly with respect to year five), with interest
payable in the form of New Notes (pay- in-kind) for the first
three years. Interest for years four and five will be payable in
cash to the extent of available cash flow, as defined, and the
balance in the form of New Notes (pay-in-kind). Thereafter,
interest will be payable in cash. The New Notes would mature on
December 1, 2008.

The New Notes would be secured by a first lien in the assets of
the Company, other than the assets subject to an equipment lease
with General Electric Capital Corporation and certain real
estate, post-merger. The New Notes would be subject to
subordination of up to $25,000,000 for a secured working capital
credit facility for the Company.

Upon completion of the proposed restructuring, the Board of
Directors of the Company would be reconstituted to consist of
five members, including the Company's Chief Executive Officer
and four other persons designated by the Ad Hoc Committee.

The Ad Hoc Committee members, holding in the aggregate
approximately 54% of the Senior Notes, have agreed to and have
voted in favor of the Plan. The members of the Ad Hoc Committee
have also agreed to take such other reasonable actions as
necessary to consummate the proposed restructuring.

Viskase Companies, Inc., has its major interests in food
packaging. Principal products manufactured are cellulosic and
nylon casings used in the preparation and packaging of processed
meat products.


VISKASE COMPANIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Viskase Companies, Inc.
        625 Willowbrook Centre Parkway
        Willowbrook, Illinois 60527

Bankruptcy Case No.: 02-44669

Type of Business: Viskase Companies, Inc., has its major
                  interests in food packaging. Principal
                  products manufactured are cellulosic and
                  nylon casings used in the preparation and
                  packaging of processed meat products.

Chapter 11 Petition Date: November 13, 2002

Court: Northern District of Illinois

Judge: John D. Schwartz

Debtors' Counsel: Harold L. Kaplan, Esq.
                  Mayer, Brown & Platt
                  321 North Clark Suite 3400
                  Chicago, IL 60610
                  312-644-3000

Total Assets: $219,721,000 (as of June 30, 2002)

Total Debts: $363,185,000 (as of June 30, 2002)


WASTE SYSTEMS: Wants More Time to File Final Report Until May 14
----------------------------------------------------------------
Waste Systems International, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the deadline for filing final report and accounting and the time
for entry of final decree order.  

The Debtors remind the Court that the claims administration
process in these cases is still ongoing.  Numerous disputed
claims exist, which have not yet been resolved or litigated and
the Court extended the deadline for the Debtors to file
objections to prepetition claims until November 15, 2002.  
Accordingly, the Debtors ask the Court to extend the deadline
for filing final report and accounting until May 14, 2003.

Pursuant to Local Rule 5009-1(a) the Court shall enter a final
decree on December 16, 2002.  The Debtors want the court to
extend the time for entry of final decree closing these cases
until June 16, 2003.

The Debtors assert that extending the date to file a final
report is necessary because such information will not be
accurate until the claims administration process has come to a
conclusion.  Moreover, extending the time for entry of a final
decree is necessary to allow for a final resolution of all claim
objections necessary to conclude the claims administration
process.

Waste Systems International, Inc., is an integrated non-
hazardous solid waste management company that provides solid
waste collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States. The Company filed for chapter 11
protection on January 11, 2001 in the U.S. Bankruptcy Court
District of Delaware. Victoria Watson Counihan, Esq., at
Greenberg Traurig LLP represents the Debtors in their
restructuring effort.


WISER OIL: Working Capital Deficit Tops $11 Million at Sept. 30
---------------------------------------------------------------
The Wiser Oil Company (NYSE:WZR) reported financial and
operating results for the third quarter and nine months ending
September 30, 2002.

                     Third Quarter 2002

Wiser reported a net loss for the third quarter of 2002 of $6.3
million, excluding unusual and non-recurring items, compared
with net income of $1.9 million in the third quarter of 2001.
Compared to the third quarter of 2001, the primary reasons for
the third quarter 2002 loss were higher DD&A, increased
exploration expense and hedging losses. EBITDAX for the third
quarter of 2002 was $8.7 million, up $0.7 million from second
quarter 2002 and down $4.0 million from third quarter 2001
EBITDAX of $12.7 million. Including unusual and non-recurring
items, the net loss for the third quarter of 2002 was $16.6
million compared to third quarter 2001 net income of $2.4
million.

During the third quarter of 2002, Wiser produced 3.3 Bcf of gas
and 492,000 barrels of oil and NGL's for a daily average of
11,348 BOEPD, up 20% from 9,424 BOEPD in the third quarter of
2001 and up 6% over the second quarter of 2002.

The Company estimates that fourth quarter 2002 production will
be in the range of 10,000 to 10,500 BOEPD and total production
for the year 2002 will be in the range of 3.8 million to 4.0
million BOE. The Company projects its fourth quarter 2002
production will be lower than third quarter levels due to the
effects of Hurricanes Isidore and Lili in the Gulf of Mexico,
the sale of the Provost property in Canada and leveling off of
new production from the Wild River field in Canada.

Oil and gas revenues for the third quarter 2002 were $20.9
million, up 9% or $1.7 million from third quarter 2001 due
primarily to higher oil production. Realized oil prices for the
quarter averaged $26.08 per barrel, up 3% from third quarter
2001. Realized gas prices for the quarter averaged $2.50 per
Mcf., down 24% from third quarter 2001. Third quarter 2002 oil
and gas revenues include $0.1 million of non-cash hedging gain
and excludes $2.7 million of hedge cash settlements paid by
Wiser in the third quarter. Realized oil and gas prices in the
third quarter 2002, excluding the effects of hedging, were
$26.08 per barrel for oil and $2.48 per Mcf for gas. Average
prices received by the Company in the third quarter of 2002,
excluding the effects of hedging, were approximately $2.19 per
barrel less than the average NYMEX oil price and $0.78 per Mcf
less than the average NYMEX gas price, due to quality and
location differentials.

Production and operating expense for the third quarter of 2002
was up $1.1 million from third quarter 2001 and, on a BOE basis,
third quarter production and operating expense was $7.76 per BOE
compared to $8.10 per BOE in third quarter 2001. DD&A per BOE in
the third quarter of 2002 was $8.69 per BOE, up 51% from the
third quarter of 2001 due primarily to the Invasion acquisition
in May 2001 and initially high DD&A rates in the Gulf of Mexico,
which is typical during the early production months.

                    Sale of Provost Property

The Company expects to close the sale of its Provost property in
Canada in November 2002 for approximately $6.0 million and the
majority of the proceeds will be applied to reduce borrowings
under its revolving credit facility. The Provost property is a
mature field with approximately 815,000 BOE of proved reserves
at September 30, 2002 and produced approximately 320 BOPD in the
third quarter of 2002. The Company expects to record a gain on
the sale of Provost of approximately $2.5 million in the fourth
quarter of 2002.

                   Nine Months 2002 Results

Wiser's net loss for the first nine months of 2002 was $19.3
million, excluding unusual and non-recurring items, compared
with net income of $9.4 million in the first nine months of
2001. Including unusual and non-recurring items, the net loss
for the first nine months of 2002 was $39.1 million compared to
2001 net income of $16.4 million. EBITDAX for the first nine
months of 2002 was $22.7 million, down $17.4 million from $40.1
million EBITDAX in the first nine months of 2001.

For the first nine months of 2002, oil and gas revenues were
$54.6 million, down 14% or $8.8 million from first nine months
2001. Realized oil prices for the first nine months averaged
$22.89 per barrel, down 11% from 2001. Realized gas prices for
the first nine months of 2002 averaged $2.45 per Mcf., down 44%
from 2001. Oil and gas revenues for the first nine months of
2002 include $0.8 million of non-cash hedging gain and excludes
$3.9 million of hedge cash settlements paid by Wiser. Realized
oil and gas prices in the first nine months of 2002, excluding
the effects of hedging, were $22.70 per barrel for oil and $2.39
per Mcf for gas. Average prices received by the Company in the
first nine months of 2002, excluding the effects of hedging,
were approximately $2.69 per barrel less than the average NYMEX
oil price and $0.61 per Mcf less than the average NYMEX gas
price, due to quality and location differentials.

For the first nine months of 2002, production and operating
expense was $7.33 per BOE compared to $8.69 per BOE in first
nine months of 2001. The improvement in per BOE cost is the
result of increasing the percentage of low-cost gas production
combined with lower production expenses at the Maljamar and
Wellman fields.

Capital and exploration expenditures during the first nine
months of 2002 were $40.7 million, consisting primarily of $11.7
million for the Wolverine field winter drilling program, $14.2
million for the Gulf of Mexico and $4.2 million for Wild River.
The Company anticipates its 2002 capital and exploration
expenditures will be in the range of $43 to $46 million.

Wiser received $2.3 million in proceeds from small property
sales in Canada during the first nine months of 2002 and also
borrowed $9.3 million under its revolving credit facility to
fund capital expenditures. Wiser's cash balance at September 30,
2002 was $3.0 million.

                  Offshore Operations Update

At East Cameron Block 185, located about 60 miles offshore
Louisiana in 95 feet of water, the EC 185 #2 discovery well was
drilled to a depth of 15,100 feet. Despite encountering
excellent gas shows, electric log analysis indicated the
objective sands had low gas saturation and were non-commercial.
The well was plugged back and sidetracked to test shallower
objectives. The sidetrack encountered two separate gas sand
packages below 10,000 feet, and completion operations are
ongoing. Production from this well will be tied back to a
production facility at EC 185 where Wiser also has an interest.
This discovery is expected to be producing gas to sales in the
first quarter of 2003. Wiser owns a 12.5% working interest.
Remington Oil and Gas Corporation (NYSE:REM) is the operator
with 57.5% working interest, and Magnum Hunter Resources
(NYSE:MHR) has the remaining 30%.

At West Cameron Block 416, located approximately 90 miles
offshore Louisiana, the WC 416 #1 is currently drilling at a
depth of approximately 5,000 feet. This well is anticipated to
reach a total depth of 9,200 feet and will test multiple Basal
Nebraskan sands. Wiser owns a 25% working interest in this
block, Remington is the operator with 50% working interest, and
Magnum Hunter Resources has a 25% working interest.

At West Cameron Block 399, located approximately 90 miles
offshore Louisiana, Wiser participated in drilling the WC 399
#1. This wildcat reached a total depth of 11,560 feet without
finding commercial quantities of oil or gas, and was plugged and
abandoned. The Company had a 25% working interest in this well.

The Eugene Island 302 Field is currently shut-in due to storm
damage at the host processing platform. The operator of the
platform has determined that it is beyond repair and will be
removed. Current plans call for a three-mile extension of the
existing flowline to a new host platform. Production, which was
averaging 1,850 BOPD and 3.0 MMCFD prior to the storm, is
expected to resume by the end of the first quarter of 2003.
Wiser's average net production from the Eugene Island 302 Field
in the third quarter of 2002 was approximately 165 BOEPD.

The Company's current hedge position is maintained on the
Company's Web site at http://www.wiseroil.com Based on recent  
NYMEX closing prices, the Company projects that it would receive
cash settlements of approximately $1.3 million on its 2003
hedges.

                        Preferred Stock

The Board of Directors approved the payment of quarterly
dividends on the preferred stock for the third quarter of 2002
in the amount of $441,096. The annual dividend rate on the
preferred stock is 7% and was paid in cash on October 1, 2002.

At September 30, 2002, Wiser Oil's balance sheets show that its
total current liabilities exceeded total current assets by about
$11 million.


WORLD HEART: September Balance Sheet Upside Down by C$35.4 Mill.
----------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) released its
unaudited consolidated financial results for the third quarter,
and nine months ended September 30, 2002. Revenues for the nine
months were up 50%, and expenses were down 27%, compared with
the same nine months last year. All revenues in both periods
related exclusively to sales of Novacor(R) LVAS and related
hardware. Unit sales of Novacor(R) LVAS were 32 in the third
quarter, up 39% from the second quarter this year.

Sixteen new clinics began using Novacor(R) LVAS so far this year
in the United States, Canada and Europe. These centers have
begun Novacor(R) LVAS implants, and together with growing use in
existing centers, are expected to contribute significant growth
in demand for Novacor(R) LVAS next year. European sales were
reduced in the first half of this year, pending release of the
company's enhanced ePTFE inflow conduit. The ePTFE conduit was
released in Europe at the end of the second quarter, resulting
in increased European sales for the third quarter. Clinical
results of implants using the ePTFE conduit have been extremely
positive, contributing to continued growth in sales entering the
fourth quarter.

At September 30, 2002, World Heart's balance sheets show a total
shareholders' equity deficit of about $35 million, and a working
capital deficit of about $35 million.

"Premarket Approval Supplement to approve the use of the ePTFE
conduit with the Novacor(R) LVAS has been submitted in the
U.S.," said Rod Bryden, President and CEO of WorldHeart.

"We expect sales for Novacor(R) LVAS to approximately double  
over the next five quarters, reflecting expansion in active
implant centers and anticipated approval of the ePTFE conduit in
the U.S. and eventually in Canada," Mr. Bryden said.

Revenues for the first nine months of 2002 were $8,191,284,
compared with $5,458,380 for the same period last year. Gross
margin for the same period was ($385,916), compared with
($1,113,615) a year ago. Net loss for the nine months was
$37,366,333, or $2.11 per share, compared with $45,372,399, or
$3.00 per share last year. Total cash applied to operations
during the first nine months of this year was $19,884,909,
compared with $32,614,456 a year ago.

For the three months ended September 30, 2002, revenues were
$3,049,036, compared with $2,636,728 a year ago, providing gross
margin in the second quarter this year of ($127,340), compared
with $487,289 last year. Net loss for the third quarter was
$14,363,490, or $0.80 per share, compared with $16,968,842, or
$1.12 per share a year ago. The operating loss was $9,414,680
for the third quarter, compared with $13,351,135 for the same
period last year. Total cash used during the third quarter this
year was $3,766,916, compared with $11,223,833 for the same
period last year. Cash and short-term investments on hand at
September 30, 2002 was $2,341,550, compared with $13,706,770 at
the same date a year ago. Cash balances at September 30, 2002 do
not include $3,500,000 remaining under an agreement with
Technology Partnership Canada (TPC), which is expected to be
received during the fourth quarter.

Revenue growth through 2003 is expected to accelerate as we add
sales representatives in the U.S., and expand the sales and
marketing activities with Edwards Lifesciences LLC in Europe and
Japan," Rod Bryden said. "This revenue growth, and achieving by
the end of the fourth quarter the full benefits of expense
reduction actions taken in the second quarter, are expected to
continue to reduce operating losses and cash requirements.
However, additional capital will be required early in 2003 to
fund the continued operation of the business. Actions are in
process to bring in the required capital," he said.

"On Tuesday, November 6, 2002, it was announced that the US Food
and Drug Administration (FDA) had approved the use of a
pulsatile implantable LVAD (left ventricular assist device) for
"Destination Therapy" for end-stage heart failure patients who
are not candidates for transplantation. This is a positive and
significant step toward expanding the eligible patient  
population and bringing LVAD technology to wide acceptance as a
therapy for end-stage heart failure. WorldHeart submitted a PMA
Supplement to the FDA for approval of the Novacor(R) LVAS for
this indication on August 15, 2002. While expedited review was
granted by the FDA, the Agency declined to file the application
until resolution of an issue respecting the data submitted in
support of the application. The company is pursuing the review
process provided by the FDA to seek to resolve this issue. A
final conclusion on filing may not be reached until early next
year," Mr. Bryden said.

Worldwide, 1400 patients have received the Novacor(R) LVAS. More
than 90% of these patients were implanted while awaiting heart
transplantation. No deaths have been attributed to device
failure, an unmatched record. A total of 296 recipients have
been supported by their device for more than 6 months. Within
that total, 116 recipients have been supported for over one
year, 26 recipients for over two years, 9 recipients for over
three years, and 3 recipients have been supported for over four
years - statistics unmatched by any other implanted cardiac
assist device on the market.

Novacor(R) LVAS is already approved in Europe without
restriction for use by heart-failure patients; and in the U.S.
and Canada as a bridge to heart transplantation. It is the only
LVAD approved for long-term use in Japan.

As clinical focus shifts to long-term use of LVADs, the
unmatched record of Novacor(R) LVAS for reliability, durability
and predictability, is expected to become an increasingly
important factor in device selection. WorldHeart will focus its
production, marketing, sales and support capabilities on
building market share for Novacor(R) LVAS during the next four
years. During that time, the company will invest in bringing the
next-generation HeartSaverVAD(TM) to market.

"On August 21, 2002, WorldHeart announced that the
HeartSaverVAD(TM) program would be revised. Technologies
developed by WorldHeart since 1996, in addition to technologies
licensed from the University of Ottawa Heart Institute, and
technologies included in the acquisition of Novacor(R) LVAS,
provided the basis for dramatic enhancements to
HeartSaverVAD(TM). Planning for the HeartSaverVAD(TM)
development and trials program advanced during the third
quarter, to permit launching the development program in the
fourth quarter. We believe that this program will deliver to
heart-failure patients an attractive alternative to medical
therapy or other alternatives for long-term support," Mr. Bryden
said.

Dr. Tofy Mussivand, Chief Scientific Officer of WorldHeart,
described HeartSaverVAD(TM) as a breakthrough in VAD design:
"The next generation HeartSaverVAD has advanced significantly
since announcement of the revised product development program on
August 21, 2002. HeartSaverVAD(TM) will be bearingless and
magnetically actuated, contributing to its reliability and
durability. The enhanced HeartSaverVAD(TM) will be fully
implantable, pulsatile and remotely monitored and controlled.
The design eliminates the volume displacement chamber, and
provides full pulsatility in a device that will be less than
half the size and weight of the Novacor(R) LVAS," Dr. Mussivand
stated.

"At less than 350 ml in volume, HeartSaverVAD(TM) will
comfortably support most teenage and adult patients. Thoracic or
abdominal placement will be the choice of the patient and
clinician, and patient comfort and convenience will contribute
to a near-normal lifestyle. We believe that achieving these
results, while preserving the natural pulsing blood flow to
match normal body demands, will make HeartSaverVAD(TM)
attractive to heart-failure patients," Dr. Mussivand said.

Mr. Bryden concluded that: "Novacor(R) LVAS provides WorldHeart
with the most reliable device of the current generation to
support heart-failure patients. HeartSaverVAD(TM) promises to be
the breakthrough product of the next-generation, coming to
market in four to five years."

WorldHeart's Novacor(R) LVAS is an electromagnetically driven
pump that provides circulatory support by taking over part or
all of the workload of the left ventricle. Novacor(R) LVAS is
already approved in Europe without restrictions for use by heart
failure patients; and in the United States and Canada as a
bridge to heart transplantation. It is approved for use in Japan
by cardiac patients at risk of imminent death from non-
reversible left ventricular failure for which there is no
alternative but a heart transplant.

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist devices. Its Novacor(R) LVAS (Left
Ventricular Assist System) is well established in the
marketplace and its next generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end-stage heart failure.


WORLDPORT: Continues Review of Options Including Liquidation
------------------------------------------------------------
Worldport Communications, Inc., (OTCBB:WRDP) announced its
financial results for the third quarter of 2002.

As previously announced, the Company has ceased all active
business operations. As the Company has exited all three of its
operating segments as of March 31, 2002, the results of these
operations have been classified as discontinued, and prior
periods have been restated in order to conform to the required
presentation.

The Company reported net income of approximately $1.5 million,
for the third quarter of 2002, as compared to a net loss of
$27.6 million for the prior year third quarter. Continuing
operations generated losses of approximately $0.1 million and
$0.5 million for each of the three months ended September 30,
2002 and 2001, respectively. Discontinued operations generated
income of $1.6 million for the third quarter of 2002, as
compared to losses of $27.1 million for the third quarter of
2001.

The current quarter net income of $1.5 million resulted
primarily from the reversal of certain expenses relating to the
Company's German subsidiary. The Company's German subsidiary was
placed into receivership in December 2001. At that time, the
German subsidiary had $1.4 million of net liabilities, which
primarily included a data center lease obligation in Frankfurt,
Germany. As described further in the Company's Form 10-Q for the
current quarter, under the provisions of German law, the German
receiver terminated the Frankfurt lease effective December 31,
2001 and declared insufficiency of the estate, which means that
there are insufficient funds for a distribution to the
creditors. Based on its understanding of the German proceedings,
the Company does not believe it is obligated to fund the
Frankfurt lease obligation and other creditor liabilities of the
German subsidiary. Therefore, in the third quarter of 2002, the
Company reduced its Net Liabilities of Non-controlled
Subsidiaries by, and recorded non-cash income from discontinued
operations of, $1.4 million relating to the net liabilities of
the German subsidiary.

For the nine months ended September 30, 2002, the Company
reported losses from continuing operations of $1.3 million and
income from discontinued operations of $1.2 million, resulting
in a net loss of $0.1 million. The Company had a net loss of
$52.6 million for the nine months ended September 30, 2001,
which primarily consisted of $51.5 million of losses from the
discontinued operations.

The Company had approximately $108.4 million in cash and cash
equivalents and $10.6 million in marketable securities as of
November 1, 2002. The cash equivalents currently consist of
highly rated money market funds and government securities. The
cash balance includes a $57.6 million income tax refund received
in April 2002. Receipt of this refund does not indicate that the
Internal Revenue Service agrees with the positions taken by the
Company in its tax returns. The refund is still subject to
review by the Internal Revenue Service of the Company's 2001 tax
return. It would not be unusual for the Internal Revenue Service
to audit a return resulting in a refund of this magnitude. The
Internal Revenue Service could require the Company to return all
or a portion of this refund. The statute of limitations for the
notification of an audit is generally three years from the
filing of the applicable tax return, although this period can be
extended by agreement.

Our September 30, 2002 consolidated balance sheet reflected
total liabilities of approximately $32.2 million. Included in
this amount are $9.7 million of Net Liabilities of Non-
Controlled Subsidiaries. We believe the parent company,
Worldport Communications, Inc., will not be required to pay
these liabilities. However, there can be no assurance that these
creditors will not make claims against Worldport Inc., for these
obligations. The Company used estimates to calculate these net
liabilities. These estimates are subject to change based on the
ability of the administrator, receiver or liquidator, as
applicable, to sell the remaining assets and negotiate the final
liability amounts.

Excluding the Net Liabilities of Non-Controlled Subsidiaries,
there are approximately $22.5 million of liabilities reflected
on the Company's September 30, 2002, balance sheet attributable
to Worldport Inc. and the remaining subsidiaries not in
Administration, receivership or liquidation. Approximately $2.2
million of that amount represents normal operating accruals and
reserves related to the continuing operations. The remaining
$20.3 million consist of obligations related to the exited
businesses and are described in more detail in the Company's
Form 10-Q for the current quarter.

In its report, the Company said, "We have assumed, for purposes
of calculating these liabilities, that we will not be able to
mitigate them. The Company has actively worked to resolve and
settle the Company's outstanding liabilities and is continuing
to seek opportunities to further reduce these liabilities.
However, there can be no assurance that the Company will be
successful in its efforts to mitigate these liabilities or that
additional claims will not be asserted against the parent
company.

"We are currently operating with a minimal headquarters staff
while we complete the activities related to exiting our prior
businesses and determine how to use our cash resources. We will
have broad discretion in determining how and when to use these
cash resources. Alternatives being considered include potential
acquisitions, a recapitalization which might provide liquidity
to some or all shareholders, and a full or partial liquidation.
Upon any liquidation, dissolution or winding up of the Company,
the holders of our outstanding preferred stock would be entitled
to receive approximately $68 million prior to any distribution
to the holders of our common stock."


WYNDHAM INT'L: Sells Ramada Nashville Assets for $8.4 Million
-------------------------------------------------------------
Wyndham International, Inc., (AMEX:WBR) announced the sale of
the Ramada Inn and Conference Center located in Nashville,
Tenn., to a joint venture between Montclair Hotel Investors and
Oaktree Capital Management for $8.4 million. Net proceeds from
the sale will be used to pay down debt.

"We are pleased with the momentum we have in selling non-
strategic assets, with this representing our 16th asset sale
agreement in the past two months. We are progressing with our
plan to sell non-strategic assets and our team remains focused
on operating proprietary branded hotels and resorts," stated
Fred J. Kleisner, Wyndham's chairman and chief executive
officer.

Wyndham International is the operator of two proprietary branded
hotels in Nashville, Tenn.: Union Station-A Wyndham Historic
Hotel and Wyndham Nashville Airport.

Wyndham International, Inc., offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com

As previously reported, Standard & Poor's assigned a B- rating
to Wyndham's $750 million debentures and B corporate credit
rating.


* Lindenwood Offers Financing Solutions to Underperforming Firms
----------------------------------------------------------------
Lindenwood Capital Partners is an investment partnership
designed to provide financing to under-performing businesses
that can achieve dramatic turnarounds with the combination of
fresh working capital and a de-leveraged balance sheet.

Lindenwood was formed in 1998 by Bruce Berger and Nat
Wasserstein, out of what was a $442 million buyout of their
former parent company, White River Corporation (NYSE: WRC). The
fund's primary focus is on companies that are near or in default
with a secured lender, in bankruptcy or suffering from the
effects of a failed acquisition.

"Asset-based lenders are giving no second chances. Given the
general economic environment and deflating assets values, its
not unusual for a bank to request that a company find a
replacement lender without haste. They're holding back on
advances for inventory while collecting the receivables to pay
down their loans. The tragic result is that many good companies
are in a slow liquidation rather than a restructuring" says
Wasserstein.

Although the fund will continue to seek out appropriate
acquisitions for its portfolio of companies, the new focus will
be to provide creative financing mechanisms to troubled
businesses.

"Because we're investors at heart, we can easily identify
companies with good core businesses that need both working
capital to get their product out the door and financing to get
them out of a Chapter 11 filing or a strained banking
relationship." says Berger.

Lindenwood considers a solid management team crucial to its
investment strategy. For family owned companies Lindenwood can
provide supplemental management through a team of operating
executives. In other cases, the fund can provide CEO and CFO
leadership if needed. In all circumstances, management is
encouraged to invest on a pro rata basis with Lindenwood and
equity-based incentives are available to employees.

For more information go to http://www.lindenwoodcapital.com


* William Peters Joins O'Melveny & Myers LLP as Partner
-------------------------------------------------------
William (Bill) Peters, a leader in complex information
technology and business process outsourcing transactions, has
joined O'Melveny & Myers LLP as a partner in the firm's global
Intellectual Property & Technology Department.

Peters has worked within a broad range of industries including
the financial services, aerospace, oil and gas, homebuilding,
logistics, and electric utility industries.  He has represented
major corporations, including Allianz AG, American General,
Chevron Corporation, Exult, Inc., Fireman's Fund Insurance
Company, First Republic Bank, KB Home, Ryder Systems, Inc.,
Unocal, and many others.

His extensive experience includes representing and counseling
clients on a wide range of legal and business issues relating to
complex technology and outsourcing transactions.  His work has
involved structuring, negotiating, and documenting large-scale
information technology and business process outsourcing
arrangements, software development agreements, systems
integration agreements, and software licenses.

"Our Intellectual Property & Technology Department is one of the
finest in the world and we are delighted that Bill Peters has
joined us," said the firm's Chairman, A.B. Culvahouse.  "It is
part of the firm's overall agenda to continually seek out highly
regarded global technology experts like Bill to ensure that we
stay ahead of the game in this challenging industry."

O'Melveny's Intellectual Property & Technology Department
includes more than 65 lawyers throughout the firm who are
recognized for their practice in all aspects of intellectual
property law, including patent, trademark, copyright, trade
secret, unfair competition, and Internet law.

"Our Intellectual Property & Technology attorneys work closely
with our diverse client base to devise, secure and implement
global intellectual property strategies," said Mark Samuels,
head of the firm's department. "Bill's extensive experience as a
technology transactions and outsourcing specialist will
undoubtedly further enhance our diverse group and our ability to
meet the needs of our clients who regularly come to us with a
broad range of complex legal challenges."

Peters is a graduate of UCLA and earned his J.D. from Loyola Law
School. Prior to joining O'Melveny, he was a partner at Shaw
Pittman LLP in Los Angeles, where he was responsible for growing
the firm's west coast technology transactions practice.  Peters
will reside in O'Melveny's Los Angeles office.

O'Melveny & Myers LLP is one of the world's most successful and
enterprising law firms.  Established in 1885, the firm maintains
13 offices around the globe.  As one of the world's largest law
firms, O'Melveny & Myers' expertise spans virtually every area
of legal practice, including Mergers and Acquisitions; Capital
Markets; Banking and Finance; Entertainment and Media; Private
Equity; Copyright; Trademark and Internet; Patent and
Technology; Trade and International Law; Labor and Employment;
Litigation; White Collar and Regulatory Defense; Project
Development and Real Estate; Finance; Tax; and Bankruptcy.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    15 - 17        -1
Finova Group          7.5%    due 2009    31 - 33        +0.5
Freeport-McMoran      7.5%    due 2006    88 - 90        0
Global Crossing Hldgs 9.5%    due 2009   1.5 - 2.5       0
Globalstar            11.375% due 2004   6.5 - 7.5       +1.5
Lucent Technologies   6.45%   due 2029    42 - 44        +1
Polaroid Corporation  6.75%   due 2002   3.5 - 5.5       0
Terra Industries      10.5%   due 2005    87 - 89        0
Westpoint Stevens     7.875%  due 2005    20 - 22        -1
Xerox Corporation     8.0%    due 2027    44 - 46        +1

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

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

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 ***