TCR_Public/021115.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 15, 2002, Vol. 6, No. 227

                          Headlines

360NETWORKS: Enters into Settlement Agreement with T-System
A NOVO BROADBAND: Defaults on Senior Secured Credit Facility
ADVANCED COMMS: Court Lifts Injunction against ACT-Australia
ADVANCED TISSUE: Opts to Undertake Orderly Liquidation of Assets
ADVANCED TISSUE: Names M. Gergen as Chief Restructuring Officer

ALLIED WASTE: Fitch Rates Proposed $250M Senior Notes at BB-
ALLIED WASTE: Moody's Rates Planned $250MM Sr. Sec. Notes at Ba3
AMERISOURCEBERGEN: Fitch Rates $275M Sr. Unsecured Notes at BB+
AMES DEPARTMENT: Wants to Pull Plus on Outsourcing Pact with IBM
AMPEX CORP: Sept. 30 Net Capital Deficiency Narrows to $122 Mil.

ANC RENTAL CORP: Brings-In Staubach Realty as New York Broker
AQUILA INC: Obtains Interest Coverage Waiver from Lenders
ARMSTRONG HOLDINGS: Claim Classification & Treatment Under Plan
AT&T WIRELESS: Will Amend Alaska Native Wireless Venture Terms
BAV JERSEY: Fitch Keeps Watch on BB Class B-2 Notes Rating

BAY VIEW: S&P Upgrades Counterparty Ratings to BB-/B from CCC-/C
BETHLEHEM STEEL: Inks Restructuring Loan Pact with GE Capital
BGF INDUSTRIES: Balance Sheet Insolvency Burgeons to $41 Million
BRIAZZ INC: Fails to Regain Compliance with Nasdaq Requirements
CELLSTAR CORP: Sets Nov. 15 Record Date for 5% Convertible Notes

CUMULUS MEDIA: S&P Ups Rating to B+ Amid Improving Credit Ratios
DIGITAL BROADBAND: Auditors Doubt Ability to Continue Operations
DAIRY MART: Court Extends Plan Filing Exclusivity through Jan. 3
ENRON CORP: ENA Wins Nod to Sell Black Mountain Shares for $10MM
EOTT ENERGY: Files 1st & 2nd Amended Plan & Disclosure Statement

ESSENTIAL THERAPEUTICS: Converts Ser B Preferred to Common Share
FAIRPOINT COMMS: Sept. Quarter EBITDA Climbs 11.3% to $34.5 Mil.
FPIC INSURANCE: Reports Improved Performance for Third Quarter
FROGS FOR SNAKES: Involuntary Chapter 11 Case Summary
GENTEK INC: Wants More Time to File Schedules and Statements

GLOBAL CROSSING: Court OKs Brattle Group as Debtors' Consultant
GROUP TELECOM: US Court Further Extends Protection Until Dec. 13
HAYES LEMMERZ: Wants More Time to Remove Actions Until March 3
HORIZON NATURAL: Files for Chapter 11 Reorganization in Kentucky
HORIZON NATURAL: Case Summary & 40 Largest Unsecured Creditors

IBASIS INC: Commences Trading on OTCBB Effective November 14
ISEE3D INC: Bows-Out of Proposed Reverse Takeover Transaction
IT GROUP: Has Until Jan. 13 to Remove Prepetition Civil Actions
JONES MEDIA: Net Capital Deficit Nearly Doubles to $43 Million
KMART: Homedics Fails to Obtain Stay Relief to Effect Setoff

LEAP WIRELESS: Sept. 30 Balance Sheet Upside-Down by $131 Mill.
LERNOUT & HAUSPIE: Belgian Protocol to be Implemented Under Plan
MAGELLAN HEALTH: Eyes Restructuring as Long-Term Fin'l Solution
MAIN STREET PICTURES: Involuntary Chapter 11 Case Summary
MAXXAM INC: Third Quarter Results Swing-Down to Net Loss of $7MM

MCCRORY CORP: DE Court Fixes November 27 Administrative Bar Date
MISSION RESOURCES: S&P Ratchets Corp. Credit Rating Down to B
NATIONAL STEEL: Iron Ore Secures Stay Relief to Setoff Claims
NEOTHERAPEUTICS: Sept. 30 Working Capital Deficit Tops $1 Mill.
NEW WORLD RESTAURANT: Annual Shareholders' Meeting Set for Dec 6

OWENS CORNING: Signs-Up Goldsmith Agio as Investment Bankers
PACIFIC GAS: Files Rate Case to Raise Gas & Electricity Prices
PATHMARK: Lowered Earnings Guidance Spurs S&P to Revise Outlook
PG&E CORP: Financial Performance Slows Down in Third Quarter
PHYAMERICA PHYSICIAN: Voluntary Chapter 11 Case Summary

PLAYTEX PRODUCTS: S&P Places Low-B Ratings on Watch Developing
PROVANT INC: Nasdaq Knocks-Off Shares Effective Nov. 13, 2002
RAILWORKS CORP: Emerges from Chapter 11 as Private Company
RELIANCE GROUP: Liquidator Inks RIC Barbados Commutation Pact
SECURITY INTELLIGENCE: Needs New Financing to Continue Operation

SEITEL INC: Initiates Search for New Chief Executive Officer
SEQUA CORP: Third Quarter Sales Slide-Down 5% to $423 Million
SMTC CORP: Fails to Meet Nasdaq Minimum Listing Requirements
SOLILD RESOURCES: Implementing Plan of Arrangement on Nov. 21
STEINWAY MUSICAL: S&P Revises Outlook on Low-B Ratings to Neg.

STERLING CHEMICALS: Texas Court to Consider Plan on November 20
STERLING CHEMICALS: Superior Propane to Buy Pulp Chemicals Div.
STRONGHOLD TECHNOLOGIES: Sept 30 Equity Deficit Narrows to $65K
SUN NETWORK: Salberg & Company Expresses Going Concern Doubt
SUNBEAM AMERICAS: Plan Confirmation Hearing Set for Wednesday

SWAN TRANSPORTATION: Delaware Court Fixes December 18 Bar Date
SYNERGY TECHNOLOGIES: Files for Chapter 11 Protection in SDNY
SYNERGY TECH: Case Summary & 20 Largest Unsecured Creditors
THOMAS GROUP: Shareholders Approve Conversion of 2 $1-Mil. Notes
TRANSTEXAS GAS: Files for Chapter 11 Reorganization in Texas

TRANSTEXAS GAS: Case Summary & Largest Unsecured Creditors
TRICO STEEL: Files Plan and Disclosure Statement in Delaware
TRICORD SYSTEMS: Sells Outstanding Technology Assets to Adaptec
UNIFORET: US Noteholders Seek Leave to Appeal Oct. 23 Judgment
UNIVERSAL ACCESS: Board Appoints Lance Boxer as Interim CEO

US AIRWAYS: Has Until March 31 to Make Lease-Related Decisions
U.S. PLASTIC: Expects to Complete Workout Talks by Year-End
U.S.I HOLDINGS: Working Capital Deficit Tops $12MM at Sept. 30
V-GPO INC: Independent Auditors Express Going Concern Doubt
VALENTIS INC: Stays on Nasdaq and Executes Restructuring Plan

VECTOUR: Liquidating Plan Contemplates Substantive Consolidation
VERMONT MUTUAL: S&P Hatchets Financial Strength Rating to BBpi
WCI COMMUNITIES: Completes New $187-Million Credit Agreement
WOLF CAMERA: Plan Confirmation Hearing Scheduled for December 12
WORLDCOM INC: Court Fixes January 23, 2003 as Claims Bar Date

WORLDCOM INC: GSA Exercises Option on MCI WorldCom Contract
XENEX INNOVATIONS: Enters Debt Conversion Pacts with Creditors
XO COMMS: Sept. 30 Net Capital Deficit Widens to $2.8 Billion
ZANY BRAINY: Gets Court Okay to Delay Entry of Final Decree

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525

                          *********

360NETWORKS: Enters into Settlement Agreement with T-System
-----------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedure, 360 USA seeks the
Court's authority to:

    (a) assume a Communications Service Agreement, as amended
        pursuant to the Amended Agreement; and

    (b) enter into a Settlement Agreement with T-Systems USA,
        Inc.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that 360 USA and T-Systems are parties to a
Communications Service Agreement wherein T-Systems was to
purchase wavelengths, dark fiber, equipment space within
collocation facilities and other capacity services on the
network of 360 USA and its affiliates.  The Service Agreement
had a term of at least 20 years.  During the first two years of
the Service Agreement, T-Systems agreed to a "take or pay"
arrangement, under which T-Systems was required to purchase at
least $50,000,000 in products and services from 360 USA.
Although that two-year period was to expire on December 15,
2002, Mr. Lipkin informs Judge Gropper, T-Systems has fulfilled
less than 25% of its commitment.

In addition, numerous disputes arose regarding the parties'
performance and payment obligations under the Service Agreement.
On August 28, 2002, T-Systems filed a motion for stay relief and
alleged that 360 USA had materially breached the Service
Agreement, was incapable of performing under the Service
Agreement, and had no means to satisfy the requirement of
Section 365 to cure defaults or to provide adequate assurance of
future performance under the Service Agreement.  T-Systems also
maintained that 360 USA's alleged breached had caused
irreparable harm to T-Systems' business.  The Debtors denied all
of the allegations.

The Parties then engaged in substantial discovery and arm's-
length negotiation.  Accordingly, the Parties reached an
agreement that is formalized under the Settlement Agreement and
the Amended Agreement.

The salient terms of the Settlement Agreement are:

A. Consideration.  360 USA and T-System will enter into the
   Amended Agreement by the date that the Bankruptcy Court
   approves the Settlement Agreement and authorizes 360 USA's
   assumption of the Amended Agreement;

B. Assumption of Communications Services Agreement.  Upon
   closing, 360 USA will assume the Amended Agreement in
   accordance with Section 365;

C. Predicates to Assumption.  Assumption of the Service
   Agreement, as amended by the Amended Agreement, will be on
   these terms:

    (a) No cure amounts will be required; 360 USA and T-Systems
        will waive any and all prior defaults under the Service
        Agreement; and

    (b) 360 USA will have no obligation to provide adequate
        assurance of future performance in order to assume the
        Amended Agreement.

C. Mutual Releases.  360 USA will release T-Systems from any
   and all claims, demands, obligations, actions, causes of
   action, rights or other damages arising out of any contract
   that is subject of the Settlement Agreement and T-Systems
   will release 360 from any and all claims, demands, actions,
   causes of action, rights or other damages arising out of any
   contract, which is subject of the Settlement Agreement;

D. Disallowance of Claims.  T-Systems consents to the
   disallowance with prejudice of any claims it filed in the
   Debtors' Chapter 11 cases or any claims filed by T-Systems in
   the related CCAA cases in Canada;

E. Court Approval.  The Settlement Agreement and assumption of
   the Amended Agreement are subject to the approval of this
   Court; and

F. Construction of Contracts.  For purposes of the Settlement
   Agreement, 360 USA and T-Systems agree to treat the Amended
   Agreement as an executory contract within the meaning of
   Section 365.  By entering into the Settlement Agreement, no
   party is waiving, nor will be deemed to have waived, any
   rights or positions that it has asserted or might in the
   future assert in connection with any contract, agreement,
   claim, matter or entity outside the scope of the Settlement
   Agreement.

On the other hand, the principal provisions of the Amended
Agreement are:

A. New Agreement.  The Amended Agreement replaces and supercedes
   the Service Agreement in all respects and the Amended
   Agreement constitutes the entire agreement with regard to
   Products and Services;

B. Products and Services Covered.  T-Systems will purchase, and
   360 USA will provide, wavelengths, equipment space within
   certain facilities and related construction, and installation
   and maintenance services from time to time through a written
   purchase order;

C. Minimum Commitment.  T-Systems commits to purchase from 360
   USA almost $66,000,000 of wavelength products and services
   over the next seven years.  The Amended Agreement contains
   annual minimum commitments and provisions that ensure
   T-Systems will satisfy its annual Minimum Commitment;

D. Term.  The term of the Amended Agreement would commence on
   the execution date of the Amended Agreement and expire on
   the latest expiration date of the term of a Product offered
   pursuant to the Amended Agreement, unless otherwise
   terminated in accordance with the Amended Agreement.
   Expiration of the term would not affect T-Systems'
   obligation to pay the Minimum Commitment;

E. Component Parts.  The Amended Agreement consists of general
   terms and conditions, a wavelength schedule, a co-colocation
   facilities schedule, a price schedule, a technical
   requirements schedule, an SLA schedule, each order and any
   amendments thereto; and

F. Confidentiality.  The Amended Agreement, and all related
   information, data, software and other data associated with
   either party to the Amended Agreement will be confidential
   and will not be disclosed without the prior written consent
   of the non-disclosing party.

Mr. Lipkin contends that the Debtors' request should be granted
because:

  (a) the Settlement Agreement resolves the issues in dispute
      in the Termination Motion, the Objection, and all other
      issues and claims between 360 USA and T-Systems;

  (b) the Settlement Agreement requires that 360 USA assume the
      Amended Agreement;

  (c) the Amended Agreement would enable the Debtors to
      continue a valuable business relationship with T-Systems
      thereby generating revenue for the next seven years; (360
      Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


A NOVO BROADBAND: Defaults on Senior Secured Credit Facility
------------------------------------------------------------
A Novo Broadband, Inc., (OTCBB:ANVB) announced that Silicon
Valley Bank, the Company's principal lender, has notified the
Company that as a result of the Company's failure to maintain
tangible net worth of at least $7.25 million as of September 30,
2002, the Company is in default of a financial covenant under
its senior secured credit facility.

The lender has informed the Company that it will grant the
Company a forbearance and will not enforce any of its remedies
while it transfers the credit facility to its factoring
division, where the terms of the lender's advances will be based
on a more restrictive formula.

The Company does not know what these revised terms will be, but
expects them to be materially less favorable to the Company than
the current terms of the credit facility. The Company believes
that any material limitations on its credit and liquidity
arising from the revised financing terms will adversely affect
its operations.

The Company is seeking additional resources and examining other
strategies to enhance its liquidity. It can make no assurances
that it will be successful or that its efforts will enable it to
continue in business.

A Novo has not reported its results for the fourth quarter and
fiscal year ended September 30, 2002. Based on unaudited
information communicated to the lender under the terms of the
credit facility, the Company believes it sustained a significant
operating loss for the fourth quarter, including write-offs of
goodwill associated with prior acquisitions and inventory.


ADVANCED COMMS: Court Lifts Injunction against ACT-Australia
------------------------------------------------------------
Advanced Communications Technologies (Australia) Pty Ltd
announced the discharge and termination of all temporary Court
injunctions previously brought against it on August 23rd, 2002
by the U.S.-based Advanced Communications Technologies, Inc.
(OTC Bulletin Board: ADVCE). This termination destroys the whole
basis of the ADVC news release of November 6th, 2002, and the
legal actions previously initiated by ADVC.

As a result, ACT AUS is completely free to deal in its
proprietary SpectruCell SDR technology in the United States, and
throughout the North and South American region, without
restraint or further hindrance from ADVC.

The orders that were discharged arose out of legal proceedings
brought by ADVC earlier this year. Those proceedings sought to
restrain ACT AUS from exercising its contractual right to cancel
the License and Distribution Agreement it had granted to ADVC,
that ACT AUS had terminated for material breach of that
Agreement on May 7th 2002.

ACT AUS had also cancelled an Equity Purchase Agreement for non-
payment of the purchase price by ADVC, after several written
demands for payment were not responded to.

Mr. Justice Habersberger had previously given ADVC additional
time to provide evidence of solvency. However, ADVC had filed no
financial statements since March 31st 2002, and had made no
attempt to provide more current financial information to
validate that it was not insolvent to the Court. This despite
several written requests by ACT AUS to Randall Prouty, Chairman
of ADVC.

As of Wednesday, ADVC has still not filed its SEC 10K 30th June
2002 financial statements that were due 30th September 2002.

License and Distribution Agreement & Equity Purchase Agreement
Terminated as of October 25th 2002.

As a result of the court orders dismissing the temporary
injunctions, ADVC's proposed Equity Purchase Agreement, and the
License and Distribution Agreement for SpectruCell in the North
and South American region, have now been officially and
irrevocably terminated. The Court allowed for the License and
Distribution agreement granted to ADVC to be finally cancelled
on October 14th 2002 on the grounds that ADVC was insolvent.
ADVC was given additional time to provide evidence of solvency
to the Court. However, no submissions or evidence in this regard
were provided by ADVC, instead they filed a motion for "leave to
discontinue" and withdraw from the Court proceedings, which they
had initiated, without any explanation.

The Court refused the motion of ADVC for "leave to discontinue"
the action, and is still to consider the amount costs and
damages to be awarded against ADVC. Further Court hearings are
scheduled in this regard.

Accordingly, all business relationships of any nature between
Advanced Communications Technologies (Australia) Pty Ltd (ACT
AUS) with Advanced Communications Technologies, Inc., have now
been officially terminated by Court consent, and are of no
further effect or validity.

               Favorable Outcome - Administration

The management of ACT has also confirmed that the Administration
of ACT (similar to US Chapter 11) was terminated effective
September 26th 2002 when a Deed of Company arrangement was
unanimously accepted that would provide 100% payment to all
recognized creditors. The formal Deed was executed on October
17th 2002, and control of ACT formally returned to the Directors
at that time.

             SDR Communications Technologies Pty Ltd

ACT AUS advised that it will not continue as the primary
developer of the "SpectruCell" technology, and that all IP and
development rights are currently being assigned to SDR
Communications Technologies Pty Ltd.

SDRC is also currently exploring the most viable option
available to establish and fund an operational base in the
United States intended to provide technical assistance with the
implementation and provision of "technology demonstrator" units
for commercial and military applications of the SpectruCell SDR
technology, via a merger with a U.S.-based public company. SDRC
is also evaluating an opportunity to establish a joint venture
operational base with a US company, although no formal proposal
has been finalized at this time.

          ACT files US$320 million Conspiracy Law Suit
                    against Directors of ADVC

Management of ACT AUS also confirmed that they are aggressively
pursuing a lawsuit filed in the California Superior Court
against the current Board of Directors of ADVC and some senior
management of ADVC. The lawsuit was filed in the California
Superior Court on May 10th 2002 and alleges seven causes of
action including "conspiracy to cause financial harm" and claims
US$320 million in damages for harm caused ACT AUS and Roger May
by the willful actions of the Directors of ADVC. The lawsuit
alleges that documentary evidence received by ACT AUS confirms
such a conspiracy between ADVC and an Australian company and
several other individuals. Legal action is also currently being
initiated in Australia against several individuals regarding
their involvement with the U.S. Directors of ADVC.

The ACT AUS law suit against ADVC in California alleges that the
Directors of ADVC planned and orchestrated a campaign designed
to force ACT into liquidation in order that ADVC could acquire
the assets of ACT at a "fire sale" price. This campaign against
ACT AUS included the distribution and circulation of false and
misleading information about ADVC rights to the U.S. client base
of ACT AUS that has caused serious financial harm to the ongoing
business of ACT AUS.

At March 31, 2002, Advanced Communications Technologies Inc.'s
balance sheet shows a total shareholders' equity deficit of
about $3 million.


ADVANCED TISSUE: Opts to Undertake Orderly Liquidation of Assets
----------------------------------------------------------------
The board of directors of Advanced Tissue Sciences, Inc., (OTC
BB: ATISQ) announced a unanimous decision to undertake an
orderly liquidation of the company's assets. The decision comes
as a result of the company's previously announced review of
alternatives for restructuring following the filing for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
October 10, 2002.

The company also announced the resignations, as officers and
directors, of Arthur J. Benvenuto, who was chairman, president
and chief executive officer, and Gail K. Naughton, Ph.D., who
was vice chairman. Both resignations are effective immediately.
In addition, approximately 12 of the company's remaining
employees were released today.

To undertake the liquidation, the board has appointed Mark J.
Gergen as chief restructuring officer to oversee the sale of the
company's assets. Gergen was the company's chief financial and
development officer and previously served as vice president of
corporate development and general counsel. The company also
announced that the board has appointed Andrew J. Buckland as
acting chief financial officer to assist in the liquidation.
Buckland was the company's executive director of finance and
chief accounting officer.

As previously announced, the company laid off about 70 employees
in connection with the filing under Chapter 11. An additional
115 employees have been offered employment by Smith & Nephew
subject to the sale of Advanced Tissue Sciences' interest in the
Dermagraft Joint Venture to Smith & Nephew. Closing of the
transaction is subject to a number of conditions including
bankruptcy court approval and other conditions customary in
transactions of this type. A hearing to approve the sale is
scheduled for Friday, November 15, 2002. The release of the
remaining 20 company employees is currently expected to occur
following the closing of the proposed sale of the joint venture
to Smith & Nephew and as other assets are sold and company
activities are wound down.


ADVANCED TISSUE: Names M. Gergen as Chief Restructuring Officer
---------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) announced its
financial results for the third quarter ended September 30,
2002. Total revenues for the quarter were $5.0 million compared
to $10.3 million for the same quarter last year. However the
third quarter of 2001 included a $5.0 million milestone for
achieving FDA approval of Dermagraft(R). Total revenues for the
nine months ended September 30, 2002 were $16.0 million compared
to $20.7 million for the nine months ended September 30, 2001.

The company reported a net loss to common stockholders for the
three months ended September 30, 2002 of $10.4 million compared
to $1.7 million for the three months ended September 30, 2001.
The company also reported a net loss to common stockholders for
the nine months ended September 30, 2002 of $26.7 million
compared to $19.3 million for the nine months ended September
30, 2001.

The Dermagraft joint venture reported sales of TransCyte(R) and
Dermagraft(R) to customers of $2.5 million for the third quarter
of 2002, compared to $1.1 million in the same quarter last year.
Dermagraft sales in the most recent quarter were $1.3 million
compared to $0.1 million for the same period in 2001.

As of September 30, 2002, the company had cash and cash
equivalents of $3.1 million.

                         Subsequent Events

Subsequent to September 30, the company announced the filing on
October 10, 2002 for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. In addition, as announced Wednesday, the
company's board of directors has decided to undertake an orderly
liquidation of the company's assets in connection with the
reorganization. At the same time, the company also announced the
resignation of Arthur J. Benvenuto, who was chairman, president
and chief executive officer, and Gail K. Naughton, Ph.D., who
was vice chairman. Both resignations are effective immediately.

The board appointed Mark J. Gergen as chief restructuring
officer to oversee the sale of the company's assets. Gergen was
the company's chief financial and development officer and
previously served as vice president of corporate development and
general counsel. The board also appointed Andrew J. Buckland as
acting chief financial officer to assist in the liquidation.
Buckland was the company's executive director of finance and
chief accounting officer.

The Company intends to file a Form 12b-25 notification of late
filing with the Securities and Exchange Commission for its
quarterly report on Form 10-Q. The preparation and completion of
the Form 10-Q has required an unexpectedly substantial amount of
time, primarily due to the complexities surrounding the
company's filing of a voluntary petition of bankruptcy and the
decision to undertake an orderly liquidation. Accordingly,
additional time is required to complete the preparation of the
Form 10-Q.

The company intends to file its Form 10-Q for the quarter ended
September 30, 2002, on or before the close of business on
November 19, 2002.


ALLIED WASTE: Fitch Rates Proposed $250M Senior Notes at BB-
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to Allied Waste
North America's (NYSE: AW) proposed $250 million Rule 144A
senior notes due 2012. The proposed notes will rank pari passu
with other senior secured debt (including the debt assumed from
the July 1999 acquisition of Browning-Ferris Industries) but
below the company's secured bank facilities due to a difference
in the security package. Proceeds from the notes will be used to
refinance a portion of the company's bank debt. The Rating
Outlook is Negative.

The ratings for Allied Waste Industries, Inc., are based on the
company's high leverage position, which leaves the company with
reduced flexibility in times of economic weakness. Mitigating
factors include a geographically diverse asset base, strong
market positions, and industry-leading EBITDA margins. Also
incorporated into the rating is the capital intensity of the
waste industry and the industry's relatively low risk profile.

The weak economy has had a negative affect on Allied Waste's
ability to increase prices in certain business segments,
pressuring margins and free cash flow generation. Competitive
pricing in the industrial and construction roll off segments has
led to negative year over year pricing for the last couple of
quarters and although signs of improvement remain limited, a
modest upturn in commodity prices has served to alleviate a
degree of margin pressure. Long-term pricing fundamentals remain
positive, although during the recent economic weakness, AW has
been unable to achieve price increases sufficient to offset
higher costs, especially insurance and health related expenses.
As a result, EBITDA expectations have moderated and free cash
flow with which to reduce debt has been limited. Although the
pace of debt reduction has slowed, the company should remain
cash flow positive even under further reduced economic
conditions, resulting in further debt reduction. Steady debt
reduction through year-end could result in the Rating Outlook
returning to Stable.

Credit statistics at year-end should show slight deterioration
from levels at Dec. 31, 2001. Positively, AW's liquidity
remained solid at Sept. 30, 2002, with $605 million in
availability under the company's $1.291 billion revolver.
Maturities total $267 million in 2003 and $679 million in 2004.

                 Allied Waste North America

      -- $1.3 billion Senior Secured Credit Facility 'BB';

      -- $2.9 billion Tranche A,B,C Loan Facilities 'BB';

      -- $3.1 billion Senior Secured Notes 'BB-';

      -- $2.0 billion Senior Subordinated Notes 'B'.

               Browning Ferris Industries (BFI)

      -- $847 million Senior Secured Notes, Debentures and MTNS
         'BB-'.


ALLIED WASTE: Moody's Rates Planned $250MM Sr. Sec. Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Allied Waste
North America, Inc.'s proposed $250 million issue of guaranteed
senior secured notes due 2012. At the same time, the Investors
Service confirmed several ratings of the company, its parent,
Allied Waste Industries, Inc., and wholly-owned subsidiary,
Browning-Ferris Industries, Inc.

Outlook is negative.

                         Rating Action

Allied Waste North America, Inc.

   * Ba3 - $4.2 billion senior secured and guaranteed credit
     facility maturing 2007;

   * Ba3 - $750 million issue of 8.5% guaranteed senior
     secured notes due 2008;

   * Ba3 - $225 million issue of 7.375% guaranteed senior
     secured notes due 2004;

   * Ba3 - $600 million issue of 7.625% guaranteed senior
     secured notes due 2006;

   * Ba3 - $875 million issue of 7.875% guaranteed senior
     secured notes due 2009;

   * Ba3 - $600 million issue of 8.875% guaranteed senior
     secured notes due 2008;

   * B2 - $2 billion issue of 10% guaranteed senior
     subordinated global notes due 2009.

Allied Waste Industries, Inc.

   * Ba3 senior implied rating;

   * B3 senior unsecured issuer rating;

SGL-3 Speculative Grade Liquidity Rating;

   * B3 - $1 billion issue of perpetual convertible
     preferred stock.

Browning-Ferris Industries, Inc. -

   * Ba3 - $360 million issue of 7.4% secured debentures due
     2035;

   * Ba3 - $99.5 million issue of 9.25% secured debentures
     due 2021;

   * Ba3 - $161.1 million issue of 6.375% senior secured
     notes due 2008;

   * Ba3 - $156.7 million issue of 6.1% senior secured notes
     due 2003;

   * Ba3 - $69.4 million issue of 7.875% senior secured
     notes due 2005;

   * B1 - industrial revenue bonds of BFI, which are
     effectively subordinated to the substantial amount of
     secured debt.

The ratings reflect Allied's high debt leverage and deeply
negative tangible equity, with goodwill comprising 60% of total
assets. However, the ratings also mirror the company's leading
position in the market as the second largest solid waste company
in the U.S.


AMERISOURCEBERGEN: Fitch Rates $275M Sr. Unsecured Notes at BB+
---------------------------------------------------------------
Fitch Ratings has assigned AmerisourceBergen Corp.'s planned
$275 million, ten-year, senior unsecured notes a 'BB+' rating.
Proceeds from the issue are expected to be used to refinance
current indebtedness including the company's $150 million,
7-3/8% senior unsecured notes due January 2003. At The same
time, Fitch has affirmed the balance ABC's 'BB+' rated senior
unsecured notes, 'BB' rated unsecured convertible subordinated
notes, 'BB' rated unsecured exchangeable subordinated debentures
and 'BB-' rated Trust Originated Preferred Securities (TOPrS).
AmerisourceBergen's Rating Outlook is Positive. On September 20,
2002, Fitch Ratings changed the Rating Outlook on
AmerisourceBergen to Positive from Stable citing better than
anticipated financial performance/credit metrics and legitimate
prospects for continued improvement in the company's credit
profile.

Driven by strong pharmaceutical distribution revenue growth and
savings from merger synergies (related to the integration of the
former AmeriSource Health Corporation and Bergen Brunswig
Corporation), ABC continues to exceed Fitch expectations. A
robust generic drug market and ABC's ability to generate
stronger margins from generics lends additional confidence to
the sustainability of the company's recent profitability gains.
Additionally, profitability gains appear sustainable given the
efficiencies created by the company's continuing integration
efforts, namely an aggressive distribution center
rationalization strategy designed to position the company with a
significantly more efficient distribution network. In addition
to reducing operating costs, savings in procurement leverage and
working capital management should be significant. Traditional
synergy capture including headcount reduction and IT integration
is also being exploited. Credit concerns, from Fitch's
perspective, include the traditionally low-margin nature of the
company's business, unseen integration costs and continued cost
containment pressure from customers.

Fiscal year 2002 (ended September 30, 2002) operating revenue
growth was approximately 16%, slightly above Fitch expectations
of 15%. However, strong synergy capture increased profitability
vs. pro forma 2001 and Fitch expectations. Credit metrics for
fiscal year 2002 met or exceed Fitch expectations with coverage
(EBITDA/interest) of 5.7 times and leverage (total debt/EBITDA)
of 2.3x. Additionally, ABC generated approximately $535 million
in cash from operations in fiscal year 2002 versus Fitch
expectations of $200 million. Total debt at September 30, 2002
was approximately $1.8 billion as free cash flow as a percent of
total debt was approximately 26%. While cash flows vary given
the company's large working capital commitments, ABC's liquidity
position is solid with approximately $1.7 billion available
through various liquidity sources.


AMES DEPARTMENT: Wants to Pull Plus on Outsourcing Pact with IBM
----------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates want to
walk away from an amended Strategic Outsourcing Services
Contract with International Business Machines Corporation, dated
June 1, 1999.  The Debtors have notified IBM of their intention
to reject the Contract and end IBM's services as of November 13,
2002.

In light of the Debtors' decision to wind down operations,
Deryck A. Palmer, Esq., at Weil, Gotshal & Manges LLP, notes
that the Debtors have no more use of the Contract.

Under the Contract, IBM provides information technology services
outsourced by the Debtors, including, but not limited to,
certain payroll, general ledger, merchandising, and website
services, as well as certain maintenance services related
thereto.  The Debtors pay IBM $2,000,000 a month for the
services.  The Contract expires on May 31, 2005.  Thus, Mr.
Palmer says, rejection of the Contract will result in
significant savings to the Debtors. (AMES Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMPEX CORP: Sept. 30 Net Capital Deficiency Narrows to $122 Mil.
----------------------------------------------------------------
Ampex Corporation (Amex:AXC) reported net income from continuing
operations of $87 thousand for the third quarter of 2002. In the
third quarter of 2001, the Company reported a net loss from
continuing operations of $1.9 million.

Revenues from the Company's continuing operations, which are
comprised of royalties from licensing its patents and product
sales of its Data Systems subsidiary, totaled $9.0 million in
the third quarter of 2002 compared to $9.6 million in the third
quarter of 2001. Royalty income from licensing totaled $0.9
million and contributed an operating profit of $0.7 million or
$0.01 per diluted share in the third quarter of 2002 compared to
royalty income of $2.1 million and operating profit of $2.0
million or $0.03 per diluted share in the third quarter of 2001.
Operating income from Data Systems amounted to $0.01 per diluted
share in the third quarter of 2002 and interest expense and
other financing costs, net accounted for $0.03 loss per diluted
share. In the third quarter of 2001, Data Systems generated an
operating loss of $0.01 per diluted share and interest and other
financing costs, net accounted for $0.03 loss per diluted share.
Income from continuing operations for the third quarter of 2002
benefited from the non-cash reversal of reserves for Foreign,
Federal and State income taxes totaling $2.5 million or $0.03
per diluted share, provided in prior years that are now closed
to audit.

Giving effect to continuing operations discussed above, the
decrease in income tax reserves and the benefit from
extinguishment of preferred stock, the Company reported net
income applicable to common stockholders of $1.1 million in the
third quarter of 2002 versus a net loss applicable to common
stockholders of $0.2 million in the third quarter of 2001.

At September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $122 million.

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


ANC RENTAL CORP: Brings-In Staubach Realty as New York Broker
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to employ Staubach Realty Services as their
real estate brokers, nunc pro tunc to October 24, 2002.  The
Debtors want Staubach to assist them in the market review and
lease negotiations for their properties located at:

      -- 305 East 80th Street, New York, New York;

      -- 142 East 31st Street, New York, New York;

      -- 445 East 63rd Street, New York, New York;

      -- 17 East 12th Street, New York, New York; and

      -- 21 East 12th Street in New York, New York.

Elio Battista Jr., Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, tells the Court that prior to the
Petition Date, the Debtors have undertaken a comprehensive
review of their real property to determine which properties must
be disposed of or realigned as part of the elimination or
improvement of unprofitable locations.  The Debtors undertook
the same review with respect to the consolidation of the Alamo
and National at airports nationwide.

According to Mr. Battista, the Debtors selected Staubach to
assist them in their evaluation because the firm has prior
knowledge of the Debtors' real estate assets and has extensive
experience in negotiating and leasing property.  Staubach will
be assisting the Debtors in the market review and lease
negotiations for the Properties.  The payment for Staubach's
services will be done as a one-time commission out of the
proceeds from a lease of the Properties equivalent to two months
base rent of the first year lease term of each of the leased
premises.

Patrick A. Smith, a Partner at Staubach, assures the Court that
Staubach is a disinterested person in that neither the Firm nor
any of its partners, principals or staff has any connection
with, or holds any interest adverse to, the Debtors, their
estates, their creditors or any other party-in-interest. (ANC
Rental Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUILA INC: Obtains Interest Coverage Waiver from Lenders
---------------------------------------------------------
Aquila, Inc., (NYSE: ILA) reported a fully diluted loss of $1.85
per share for the 2002 third quarter, compared to diluted
earnings per share of $.58 in the third quarter of 2001.
Excluding non-recurring charges of $155.8 million after tax, and
a loss from discontinued operations of $151.0 million after tax,
the third quarter operating loss was $.14 per fully diluted
common share. For the nine months ended September 30, 2002, the
company reported a fully diluted loss of $7.17 per share,
compared to earnings per share of $2.50 for the same period in
2001.

As part of its ongoing transition plan, the company also
announced that its board of directors has suspended the
quarterly cash dividend on Aquila common stock for an
undetermined period. The board reached this decision after the
new management team completed a detailed analysis of the
company's current financial condition. Suspension of the
dividend is part of Aquila's strategy to achieve its goal of
strengthening the credit profile of the company.

"We plan to do more than simply survive," said Richard C. Green,
Jr., chairman, president and chief executive officer. "Aquila's
liquidity is sufficient to ensure that Aquila can continue to
operate safe and reliable utility networks and maintain quality
customer service. This remains a healthy core business."

Green summarized third quarter results by saying Aquila's core
domestic and international networks contributed more than they
did a year earlier, while the company continued to bear the
costs of exiting the troubled energy trading sector.

"The third quarter and the year as a whole have been a disaster
for Aquila as well as for our industry," said Green. "Exiting
the wholesale energy trading business, writing down assets,
reducing the workforce by approximately 1,600 employees, cutting
and then suspending the dividend all have caused our
shareholders and employees a great deal of pain.

"The aggressive restructuring we began six months ago is
designed to position Aquila for the future. With the exit from
the trading business largely behind us," he said, "we can now
focus on the next critical phase of our transition -- the
restructuring or termination of our tolling contracts on terms
mutually acceptable to us and our counterparties."

As Aquila works to complete its transition to being an
integrated utility, it expects to record significant charges
during this year's fourth quarter related to renegotiation of
contracts, the continued exit from wholesale commodity
positions, additional severance costs and possible additional
asset impairments.

"The largest factor affecting operating earnings going forward
is low power prices resulting from lower demand during the
economic downturn and the current over-supply of generating
capacity," Green said.

                        Global Networks

Third quarter EBIT for Global Networks was $92.8 million,
compared to $93.9 million in the same period of 2001. Results
for the 2002 quarter included a one-time charge of $5.2 million
for a loss on the sale of shares in Quanta Services, Inc. (NYSE:
PWR) and a $3.0 million gain on the sale of Aquila's interest in
the Pulse energy marketing joint venture in Australia. Excluding
those non-recurring items, operating EBIT was up $1.1 million
compared to a year earlier. The majority of this increase
reflects the May 2002 acquisition of Midlands Electricity in the
United Kingdom and suspension of Aquila's incentive plans in
2002.

                        Domestic Networks

Third quarter EBIT from Domestic Networks was $32.0 million,
compared to $45.0 million in the 2001 quarter. The operations
benefited from lower expenses resulting from staff reductions,
the suspension of Aquila's incentive plans and the non-
amortization of goodwill effective January 1, 2002. These were
more than offset by the loss on the sale of Quanta shares,
Quanta's lower earnings during the quarter and reduced power
sales to Western markets.

                      International Networks

International Networks provided EBIT of $60.8 million for the
third quarter compared to $48.9 million for the same period in
2001. The increase primarily reflects $16.7 million contributed
by Midlands Electricity in the United Kingdom, which Aquila
acquired in May 2002, and the non-amortization of goodwill
effective January 1, 2002. These positive factors were offset by
a reduced level of carrying cost recovery on deferred purchased
power balances in Canada.

                        Merchant Services

Merchant Services had a third quarter loss before interest and
taxes of $282.1 million, compared to earnings before interest
and taxes of $36.6 million in the 2001 quarter. Approximately
$215.8 million of this variance relates to non-recurring items.
The rest of the decrease, approximately $102.9 million, was due
primarily to the company's exit from wholesale energy trading
operations.

                        Capacity Services

Capacity Services had a loss before interest and taxes of $40.8
million for the quarter compared to EBIT of $13.3 million a year
earlier. One-time charges accounted for $34.9 million of the
variance. The other main factors impacting the quarter were
lower power prices and "spark spreads" (the difference between
the price of power and the fuel cost for its generation)
compared to levels experienced in 2001 and higher capacity
payments for tolls and synthetic leases that allow Aquila to
generate power at plants owned by others.

Currently the company has obligations to pay approximately
$118.2 million annually under long-term, fixed capacity
contracts or leases. With relatively low prices for power and
high prices for natural gas expected to continue through 2003,
the current economics make it unlikely that Aquila can sell
power to recover these capacity payments. For the foreseeable
future, the company does not expect this business unit to be
profitable. It is essential that the company renegotiate the
structure of certain contracts, including its tolling
agreements.

                      Non-Recurring Charges

Non-recurring charges in the 2002 third quarter are primarily
related to impairments resulting from asset sales, losses in
connection with winding down the wholesale trading book, and the
exit from wholesale energy trading businesses. There were no
non-recurring charges in the 2001 third quarter.

                          Asset Sales

In an effort to improve its balance sheet and credit ratings, in
this year's second quarter Aquila targeted the sale of
approximately $1 billion in non-strategic assets. Its announced
agreements to sell assets are listed below. The transactions
closed to date total $796.6 million.

Aquila also is in the process of carrying out a formal bid
process to sell its 79.9 percent interest in Midlands
Electricity. If a satisfactory bid is received, the sale is
likely to be completed early in the first quarter of 2003.

         Interest Coverage Ratio and Asset Sale Consents

As a result of this year's operating performance, the winding
down of merchant energy businesses and the asset sales program,
Aquila does not expect to be in compliance with an interest
coverage requirement contained in certain financial arrangements
until at least December 31, 2003.

Aquila has obtained a waiver from this requirement that will
expire on April 12, 2003. As part of this process, Aquila has
agreed to make certain payments to the financial institutions,
to limit its dividends, to have lower borrowing capacity under
its revolving credit agreements, and to use reasonable efforts
to obtain the approvals that would allow it to pledge its
domestic regulated assets as collateral. Aquila must renegotiate
its bank financing arrangements prior to the waiver's
expiration.

                Loss from Discontinued Operations

As a result of the sale of the gas gathering, processing and
pipeline operations and the gas storage assets, Aquila's results
from those operations have been reclassified for financial
reporting purposes as "Discontinued Operations." This conforms
to a new accounting standard which became effective this year.
Due to this reclassification, the operating results of these
businesses have been segregated from continuing operations,
including a $236.6 million pretax loss on the sale of the gas
gathering, processing and pipeline operations. The loss from
discontinued operations for the third quarter of 2002 was $229.5
million before income taxes, or $151.0 million after tax,
compared to earnings from discontinued operations of $6.4
million before taxes, or $4.1 million after taxes, for the same
period of 2001.

               Accounting for Energy Trading Contracts

New accounting standards affecting the reporting of gains or
losses on energy trading contracts became effective in the 2002
third quarter, requiring such contracts to be reported on a net
basis in the income statement. Adopting this standard also
required reclassifying sales and cost of sales for the third
quarter and all prior periods. This reclassification had no
impact on gross profit.

                     Reaudit of 2000 and 2001

As a result of the reclassification related to the discontinued
operations and the reclassification of sales and cost of sales,
combined with the demise of Arthur Andersen LLP, the company's
former outside auditing firm, Aquila is required to have its
financial statements for the years ended December 31, 2000 and
2001 reaudited by KPMG LLP, which was named Aquila's independent
auditor in May 2002. Aquila does not anticipate any changes to
its audited 2000 and 2001 financial statements filed with its
Form 10-K/A on August 14, 2002, except the reclassifications
necessary to reflect the discontinuation of certain operations
and reclassification of sales and cost of sales. The reaudit is
expected to be completed in early 2003.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom, and Australia. The
company also owns and operates power generation assets. At
September 30, 2002, Aquila had total assets of $10.7 billion.
More information is available at www.aquila.com.

At September 30, 2002, Aquila's balance sheet show a working
capital deficit of about $225 million.


ARMSTRONG HOLDINGS: Claim Classification & Treatment Under Plan
---------------------------------------------------------------
Armstrong World Industries' proposed Chapter 11 Plan of
Reorganization outlines its classification and treatment of
claims:

Class/Description                   Treatment
-----------------                   ---------
N/A  Administrative    Paid in full, in cash, when due.
      Claims

1    Priority Claims   Paid in full, in cash, on the later
                       of the Effective Date Unimpaired No
                       or as soon as practicable after such
                       Priority Claim becomes Allowed.

2    Secured Claims    Reinstated and any defaults related to
                       Secured Claims will be cured.

3    Convenience       Payment of 75% of Allowed Amount of
     Class Claims      Convenience Claim, in cash, on later of
     (Claims less than the Effective Date or as soon as
     or reduced to     practicable after such Convenience
     $10,000)          Claim becomes Allowed.

4    Asbestos Property All Asbestos Property Damage Claims
     Damage Claims     will be channeled to the  Asbestos PD
                       Trust, which will be funded exclusively
                       with the Asbestos PD Trust Funding
                       Obligation -- $5 million of insurance
                       proceeds.

5    COLI Claims       Reinstated - Any defaults related to
     (Amounts due      the COLI Claims will be cured.
     Pacific Life
     Insurance Company
     for loans made to
     AWI against
     certain life
     insurance
     policies)

6    Unsecured Claims  Each holder of an Allowed Unsecured
     other than        Claim will receive its Pro Rata Share
     Convenience       of:
     Claims
                          (i) 34.43% of the New Common Stock,
                              Claims,

                         (ii) 34.43% of the first $1.05
                              billion of:

                              (x) up to million of Available
                                  Cash, and

                              (y) the New Notes,

                        (iii) 60% of the next $50 million of
                              the remaining Available Cash,

                         (iv) 60% of the remaining amount of
                              New Notes to the extent that
                              Available Cash in (iii) is less
                              than $50 million, and

                          (v) 34.43% of the remaining amount
                              of Available Cash and New Notes.

7    Asbestos Personal All Asbestos Personal Injury Claims
     Injury Claims     will be channeled to the Asbestos PI
                       Trust, which will be funded pursuant
                       to section 10.1 of the Plan.

8    Environmental     Treated as an Allowed Unsecured Claim
     Claims            to the extent it becomes allowed prior
                       to any Distribution Date.  Other
                       treatment determined as applicable
                       under the relevant settlement agreement.

9    Armstrong
     Affiliate
     (Intercompany)
     Claims            Reinstated

10   Subsidiary Debt   Reinstated
     Guarantee Claims

11   Equity            If the Holdings Plan of Liquidation is
     Interests         approved by the requisite shareholders
                       of Holdings prior to the first
                       anniversary of the Effective Date, the
                       holder of the Equity Interests in AWI
                       will receive the New Warrants (which
                       will be distributed in accordance with
                       the Holdings Plan of Liquidation). If
                       the Holdings Plan of Liquidation is not
                       approved by the requisite shareholders
                       of  Holdings prior to the first
                       anniversary of the Effective Date, the
                       holder of the Equity Interests in AWI
                       will not receive any distribution.
(Armstrong Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


AT&T WIRELESS: Will Amend Alaska Native Wireless Venture Terms
--------------------------------------------------------------
AT&T Wireless (NYSE:AWE) has agreed to amend the terms of its
participation in Alaska Native Wireless, which was the winning
bidder on $2.9 billion of wireless licenses in the Federal
Communication Commission's Auction 35.

AT&T Wireless said that, given the extent of the delay and
uncertainty surrounding Auction 35, it had agreed to revised
terms that set its obligations to the other investors in the ANW
venture. Both the delay and uncertain outcome of the Auction
were outside the scope of expectations when the venture was
formed in November 2000.

Under the revised terms, by no later than April 30, 2003, AT&T
Wireless and ANW will be required to make a series of payments
and distributions to the other ANW investors that will be fully
funded with cash held by ANW at the time of the amendment. In
addition, AT&T Wireless said the amended agreement significantly
reduces its potential obligation to purchase ANW interests held
by other investors to $145 million.

If ANW is awarded the authorizations for spectrum previously
licensed to NextWave and Urban Comm, AT&T Wireless would fund
the balance of ANW's remaining purchase price for those
licenses. ANW joined virtually all of the other affected Auction
35 winners in supporting adoption by the FCC of its proposal to
allow bidders to withdraw from their pending auction bids.

AT&T Wireless anticipates taking a charge of approximately $108
million in the fourth quarter to reflect the difference between
amounts accrued for its potential obligation under the original
terms of the venture and its current obligation associated with
this amendment.

AT&T Wireless (NYSE:AWE) is the largest independently traded
wireless carrier in the United States, following our split from
AT&T on July 9, 2001. With 20.2 million subscribers, and full-
year 2001 revenues exceeding $13.6 billion, AT&T Wireless is
committed to being among the first to deliver the next
generation of wireless products and services. Today, we offer
customers high-quality mobile wireless communications services,
voice or data, to businesses or consumers, in the U.S. and
internationally. AT&T Wireless Customer Advantage is our
commitment to ensure that customers have the right equipment,
the right calling plan, and the right customer services options
-- today and tomorrow. For more information, visit
http://www.attwireless.com

AT&T Wireless' 8.75% bonds due 2031 are currently trading at
around 67 cents-on-the-dollar.


BAV JERSEY: Fitch Keeps Watch on BB Class B-2 Notes Rating
----------------------------------------------------------
Fitch Ratings has placed the 'BB' long-term rating for the $33
million BAV Jersey Finance Limited, Class B-2 Indenture Notes on
Rating Watch Negative. The rating action reflects the
portfolio's limited holdings of 'B' and 'B-' rated bonds
(maturing mid-2003), relative to the credit enhancement
supporting the Class B-2 Notes. BAV Jersey Finance Limited Class
B-2 Indenture Notes are secured by a portfolio of bonds,
structured finance assets and liquid assets.

BAV Jersey Finance Limited, Bavaria Finance Funding LLC, and
Bavaria Delaware Finance I LLC were established in December 1999
and are sponsored, managed and administered by Bayersiche Hypo-
und Vereinsbank AG (HVB, rated 'A+/F1').

Any near-term rating change with respect to the Class B-2
Indenture Notes is highly dependant on the performance of these
single-B rated assets, as well as overall portfolio trends.

In reaching this rating action, Fitch reviewed the results of
cash flow model runs, taking into consideration overall
portfolio characteristics as well individual exposures, and had
conversations with HVB regarding the portfolio. Fitch will
continue to monitor this transaction closely. Fitch also affirms
the following ratings:

      -- Bavaria Finance Funding I LLC asset-backed commercial
         paper 'F1';

      -- Bavaria Delaware Finance I LLC, counterparty rating
         'AAA';

      -- BAV Jersey Finance Limited, Class A-2 Indenture Notes
         'AA';

      -- BAV Jersey Finance Limited, Class B-1 Indenture Notes
         'BBB'.


BAY VIEW: S&P Upgrades Counterparty Ratings to BB-/B from CCC-/C
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Bay
View Capital Corp., including its counterparty credit rating to
'BB-/B' from 'CCC-/C', and related entities, and removed all but
the preferred stock rating of Bay View Capital Trust I from
CreditWatch Positive where they were placed on July 24, 2002.
The outlook is stable.

This action is in response to the successful completion of the
sale of the branch network and most of the deposit base to U.S.
Bancorp's lead bank, U.S. Bank N.A. ('A1'). These transactions
are part of the company's plan to liquidate. The company has
received approval and filed notice to redeem its outstanding
debt. It has also received approval to bring its preferred stock
dividends out of arrears. When this is done the rating on this
instrument will be moved to 'B-'.

Pro forma for the November 1 sale to U.S. Bancorp, Bay View
still has its auto finance and asset-based lending businesses
with related assets and loans, as well as other liquidating
assets. Total assets remaining are about $1 billion, with net
equity of approximately $410 million. "Asset totals will be
affected considerably by continued asset liquidations over the
near term," said credit analyst Robert B. Hoban, Jr. Total
liabilities include $251 million in brokered CDs as well as some
secured financing. Standard & Poor's will continue to track the
situation and make ratings changes as warranted.

The deposits sold to U.S. Bancorp now reflect the U.S. Bank 'A1'
CD rating.


BETHLEHEM STEEL: Inks Restructuring Loan Pact with GE Capital
-------------------------------------------------------------
To refinance the Modernization Loan, George A. Davis, Esq., at
Weil, Gotshal & Manges LLP, relates that Bethlehem Steel
Corporation and Columbus Coatings Company commenced talks with
General Electric Capital Corporation in May 2002.  GE Capital is
the administrative agent to the Debtors' Revolving Credit and
Guaranty Agreement dated October 15, 2001.

After five months of extensive negotiations, GE Capital agreed
to grant a loan to Columbus Coatings necessary to permit a
restructuring of the Loan.  By this motion, the Debtors ask the
Court to approve the Restructuring Loan Agreement with GE
Capital.

                  The Restructuring Loan Agreement

Pursuant to the Restructuring Loan Agreement between Columbus
Coatings Company, as Borrower, and GE Capital, for itself and as
Restructuring Agent, as well as a syndicate of financial
institutions that may be arranged by GE Capital, Columbus will
have access to $70,000,000 in borrowings.  The Proceeds will be
used to repay the Modernization Loan with Columbus Steel in full
and to pay certain fees and expenses in connection with the
repayment and the Restructuring Loan.

The Restructuring Loan will mature on October 15, 2003, or an
earlier date as the DIP Facility expires or is terminated.

Columbus Coatings will pay back the Restructuring Loan in
quarterly principal payments of $1,250,000, commencing on the
later of January 1, 2003 and the first business day of the first
month beginning on or immediately after the 90th day following
the Closing Date.  There will be a balloon payment of the
remaining principal due on the Maturity Date.

Absent a default, Columbus Coatings may choose between:

    (a) a floating rate equal to the Index Rate plus 3%; and

    (b) a fixed rate equal to the LIBOR Rate plus 4%.

Interest will be paid monthly in arrears, except that interest
on LIBOR Rate loans will be repaid at the expiration of each
applicable LIBOR period.

All obligations under the Restructuring Loan will be cross-
defaulted to the DIP Facility.

Columbus Coatings will pay a $1,750,000 Closing Fee.  The
payment will be:

    * $1,100,000 on the Closing Date; and

    * $650,000 as Deferred Fee Portion on March 1, 2003.

If the Restructuring Loan and the DIP Facility are repaid in
full prior to March 1, 2003, then the Deferred Fee Portion will
be forgiven.  If on or before October 15, 2003, GE Capital --
acting through GE Capital Corp. Commercial Finance -- acts as
the lead agent in either:

    -- a plan of reorganization financing of Bethlehem and its
       subsidiaries; or

    -- a refinancing or restructuring of the Restructuring Loan
       with a maturity date at least two years subsequent to the
       consummation of the refinancing or restructuring,

then the closing fees otherwise due and payable at the closing
of the transaction will be reduced by the amount of the Deferred
Fee Portion.

            Bethlehem Steel Affiliates Guaranty Assets

Columbus Coatings will secure its obligation to repay the
Restructuring Loan by granting to the Restructuring Agent a
security interest in all of its assets.  In addition, the
Debtors will guaranty Columbus Coatings' obligation to repay the
Restructuring Loan by granting to the Restructuring Agent
security interests in all of their assets.

Buckeye Coatings, Buckeye Steel, Columbus Processing Company and
other non-debtor guarantors under the DIP Facility also guaranty
Columbus Coating's obligation.  The Non-Debtor Guarantors will
grant the Restructuring Agent security interests in all of their
assets.

Mr. Davis reports that the DIP Lenders have agreed to the
priming of certain DIP Liens by the Restructuring Agent's liens.
In exchange for their agreement, Columbus Coatings and the
Columbus Coatings Non-Debtor Affiliates will:

    -- guaranty the Debtors' obligations to repay the DIP
       Facility; and

    -- secure the guaranty obligations by granting to the DIP
       Agent security interests, immediately junior to the
       Restructuring Agent's security interests, in all of their
       assets.

Alliance and Ohio Steel will grant to the DIP Agent security
interests, immediately junior to the Restructuring Agent's
security interests, in their respective equity interests in
Columbus Coatings and Columbus Processing.  Alliance's and Ohio
Steel' equity interests in Columbus Coatings and Columbus
Processing were excluded from the DIP Collateral.  Alliance owns
50% of Columbus Coatings while Ohio Steel owns 50% of Columbus
Processing.

                   Priority of Security Interests
                     in the Debtors' Collateral

The parties agree that the Restructuring Agent's security
interests in the Debtors' Collateral will be subject only to the
these security interests and liens:

(1) valid, perfected non-avoidable liens in existence on the
    Commencement Date, or valid and non-avoidable liens in
    existence on the Petition Date that were perfected
    subsequent to the Commencement Date as permitted by Section
    546(b) of the Bankruptcy Code;

(2) the liens granted pursuant to the DIP Order, including the
    DIP Liens, Chase Manhattan Bank Liens and Inventory Liens;
    and

(3) the liens granted pursuant to the Final Order permitting
    Debtor Chicago Cold Rolling, LLC to use the prepetition cash
    collateral under CCR's Credit Agreement with Bank of
    America, as agent.  The Debtors granted the CCR Agent a
    second lien on Martin Tower, the Debtors' headquarters in
    Bethlehem, Pennsylvania.

As long as no Event of Default has occurred and is continuing,
no Restructuring Lender will assign its rights with respect to
the Restructuring Loan to a competitor of Columbus Coatings or
the Debtors.

The parties condition the consummation of the Restructuring Loan
on:

  (a) the funding of an equity contribution of up to $2,000,000
      by the Debtors to Columbus Coatings, or a lesser amount as
      is necessary to result in a payment in full in cash of the
      Loan and Security Agreement and the fees and expenses
      incurred by Columbus Coatings in connection with the
      closing of the Restructuring Loan; and

  (b) the Court's approval of the Restructuring Loan.

                CCR Lenders To Change Debt Terms

Upon the full repayment of the Modernization Loan, the Bank of
America's mortgage on Martin Tower, pursuant to the CCR Cash
Collateral Order will automatically become the senior mortgage
on Martin Tower.

In return for the improvement of their collateral position, Mr.
Davis maintains that Bank of America, as agent, as well as the
Lenders to CCR's prepetition Credit Agreement agree to permit
the modification of certain business arrangements for benefit of
Bethlehem Steel and CCR:

(1) The Rolling Services Agreement, dated March 14, 1996,
    between Bethlehem and Chicago Cold Rolling, is modified so
    that the price paid by Bethlehem to Chicago Cold for
    processing steel will be reduced to the market price from
    time to time for the processing;

(2) the interest rate used to determine interest payable on the
    existing obligations under the CCR Credit Agreement will be
    the base rate under the CCR Credit Agreement, plus the
    applicable margin provided under the Credit Agreement,
    rather than the default rate stated in the Credit Agreement;
    and

(3) Bank of America will consent to the granting of a junior
    mortgage to GE Capital and Restructuring Lenders on Martin
    Tower.

These modifications will be in effect until the earlier of the:

   (i) effective date of a confirmed plan of reorganization of
       Bethlehem and Chicago Cold Rolling; or

  (ii) the conversion or dismissal of the Chapter 11 cases of
       Bethlehem or Chicago Cold Rolling. (Bethlehem Bankruptcy
       News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


BGF INDUSTRIES: Balance Sheet Insolvency Burgeons to $41 Million
----------------------------------------------------------------
BGF Industries, Inc., announced that net sales decreased $4.1
million, or 11.6%, to $31.1 million in the three months ended
September 30, 2002, from $35.2 million in the three months ended
September 30, 2001.

This decrease was primarily due to lower sales of electronics
fabrics used in multi-layer and rigid printed circuit boards
which decreased $1.8 million, or 15.7%, lower sales of glass,
carbon and aramid fibers used in various composite materials
which decreased $3.0 million, or 23.1%, and lower sales of
commercial products which decreased $0.9 million, or 25.7%,
during the third quarter of 2002 as compared to the third
quarter of 2001.

These decreases were partially offset by an increase in sales of
filtration fabrics of $1.3 million, or 34.9%, over the
comparable period in 2001. The decrease in sales of electronics
fabrics was primarily a result of a continued downturn in the
electronics industry that began in the first quarter of 2001. In
addition, the decrease in capital spending in the information
technology and telecommunications industries had led fabricators
of printed circuit boards to reduce production, thus negatively
impacting our sales to these customers. The decrease in sales of
commercial products was due to a decrease in demand for these
products. The decrease in sales of glass, carbon and aramid
fibers was primarily the result of a decrease in the aerospace
markets. The increase in sales of filtration fabrics was due to
an increase in demand for replacement filtration bags.

Gross profit margins decreased to 6.8% in the three months ended
September 30, 2002, from 7.2% in the three months ended
September 30, 2001, due primarily to lower capacity utilization
and selling price reductions, as well as a settlement charge for
the retirement plan of $1.0 million, of which $0.6 million was
allocated to cost of goods sold.

Selling, general and administrative expenses increased $3.3
million to $4.2 million in the three months ended September 30,
2002, from $0.9 million in the three months ended September 30,
2001. This was primarily due to an increase in legal and
professional fees of $2.5 million associated with negotiating a
forbearance agreement with its senior lenders and restructuring
operations, and a settlement charge for the retirement plan of
$1.0 million, of which $0.4 million was allocated to selling,
general and administrative expenses.

BGF accrued a restructuring charge of $0.2 million related to
severance payments to the employees of its South Hill
heavyweight fabrics facility during the three months ended
September 30, 2002. This facility was closed October 1, 2002.

As a result of the aforementioned factors, operating loss
decreased $3.9 million to $2.3 million, or 7.4% of net sales, in
the three months ended September 30, 2002, from $1.6 million, or
4.7% of net sales, in the three months ended September 30, 2001.
Net loss increased $2.6 million to a net loss of $3.9 million in
the three months ended September 30 2002, from a net loss of
$1.3 in the three months ended September 30, 2001.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $82 million, and a total
shareholders' equity deficit of about $41 million (up from $9.7
million as at December 31, 2001).

As of June 30, 2002, BGF was in violation of certain financial
covenants under the senior credit facility. On July 10, 2002,
BGF received a default notice from its senior lenders as a
result of its failure to comply with covenants. Furthermore, as
permitted under the terms of the senior credit facility, the
lenders issued a payment blockage notice prohibiting BGF from
making a required interest payment on its senior subordinated
notes due on July 15, 2002.

On August 13, 2002, BGF and its senior lenders executed a
forbearance agreement with respect to breaches of these
financial covenants. This forbearance agreement is effective
until March 31, 2003. As a result, the senior lenders rescinded
their payment blockage notice prohibiting BGF from making the
required interest payment on its senior subordinated notes due
on July 15, 2002. Accordingly, on August 14, 2002, BGF made the
above mentioned interest payment on the notes that had been due
on July 15, 2002.

BGF continues to operate the business based on its belief that
current economic conditions and the decline in the electronics
industry, which had an adverse affect on its operations, is
temporary. Accordingly, BGF has taken certain steps to
restructure its operations aimed at strengthening the business
including, but not limited to, (i) maintaining an aggressive
cost cutting program, (ii) announcing the closure of its South
Hill heavy weight fabrics facility and plans to consolidate such
operations into its newly constructed South Hill multilayer
facility to reduce excess capacity and (iii) engaging the crisis
management consulting firm of Realization Services, Inc. to
assist in formulating and implementing a plan to restructure
operations and explore other strategic alternatives including a
possible capital restructuring. The plan is focused on
maximizing asset utilization, reducing inventory levels and
costs, and arranging for the sale/leaseback of certain real
property. There can be assurance that BGF will be successful in
satisfactorily restructuring its operations or obtaining
satisfactory alternative financing. For the three months ended
September 30, 2002, BGF reduced inventories by $5.7 million and
reduced outstanding debt under its Senior Credit Facility by
$13.0 million. For the nine months ended September 30, 2002, BGF
reduced inventories by $13.5 million and outstanding debt under
its Senior Credit Facility by $9.9 million.

BGF, headquartered in Greensboro, NC, manufactures specialty
woven and non-woven fabrics made from glass, carbon, and aramid
yarns for use in a variety of electronic, filtration, composite,
insulation, construction, and commercial products.


BRIAZZ INC: Fails to Regain Compliance with Nasdaq Requirements
---------------------------------------------------------------
Briazz, Inc., (Nasdaq:BRZZ) reported third quarter financial
results for the period ended September 29, 2002.

For the third quarter 2002, Briazz reported a net loss of $4.76
million versus a net loss of $1.86 million in the same period
last year. The higher net loss in 2002 reflects lower office
building occupancy in the vicinity of our cafes and a weakened
economy. Total sales for the third quarter 2002, including the
retail and wholesale segments, decreased by $0.17 million, or
2.1%, to $7.77 million, from $7.94 million for the same period
last year. EBITDA loss for the 2002 quarter increased to $3.70
million from $1.31 million in third quarter of 2001. Included in
the results for the quarter is a non-cash expense for an asset
impairment write-down totaling $2.11 million.

Retail sales for the third quarter increased by $0.04 million,
or 0.7%, to $5.68 million from $5.64 million from the same
period last year. The increase comes primarily from five new
cafe openings during fiscal 2001, and the five additional cafe
openings the first half of fiscal 2002 offset by the closure of
two cafes in 2002. Same-store sales (comps) for the third
quarter 2002 decreased $0.67 million, or (12.5%), to $4.69
million from $5.36 million for the comparable period last year.
Branded sales for the third quarter decreased by $0.21 million,
or (9.1%), to $2.09 million from $2.30 million in the same
period last year. This decrease primarily resulted from a
reduction in QFC sales.

For the first three quarters of 2002, net loss increased by
$5.25 million, to $9.47 million from $4.23 million for the same
period in 2001. Sales for the first three quarters of fiscal
2002 decreased to $23.32 million, compared to $24.60 million
during the same period last year. EBITDA loss for the 2002 three
quarters increased to $6.64 million, from $2.51 million for the
comparable period in 2001. Basic and diluted net loss per share
attributable to common shareholders was $1.62 and $2.62 for the
first three quarters in 2002 and 2001, respectively.

For the first three quarters of 2002, total sales decreased by
$1.28 million, or 5.2%, to $23.32 million compared to $24.60
million for the same period last year. In the first three
quarters of 2002, retail sales decreased by $0.36 million, or
2.0%, to $17.07 million from $17.43 million from the same period
last year. This year-to-date decrease is attributable to lower
office occupancy rates, which more than offset the sales from
additional cafes opened in 2001 and 2002. Same-store sales
(comps) for the first three quarters of 2002, decreased by $2.13
million, or (12.6%), to $14.80 million from $16.93 million for
the comparable period last year. Branded sales for the first
three quarters of 2002 decreased by $0.92 million, or 12.9%, to
$6.25 million from $7.17 million in 2001. This decrease was
primarily due to a decrease in QFC sales and the discontinuation
of sales to Kozmo.com.

Looking forward to the fourth quarter of 2002, Briazz
anticipates sales of $8.1 million to $8.3 million, an increase
over the third quarter 2002. The company also anticipates an
EBITDA loss between $3.3 million and $3.5 million for the fourth
quarter this year, an improvement over the third quarter 2002.
The fourth quarter EBITDA forecast includes the projected
operating loss and costs associated with the closure of the
kitchens and an estimated restructuring non-cash write-down of
the central kitchen assets due to the closure of the kitchens,
totaling $2.11 million.

At September 29, 2002, the Company's balance sheet shows a
working capital deficiency of about $2 million.

"Briazz is committed to wowing our guests, providing a great
work environment for our employees, and building shareholder
value. As announced on October 31, 2002, we have entered into
negotiations to offer and sell up to $2.0 million in secured
convertible notes to Flying Food Group or one or more of its
affiliates. FFG or its affiliates have currently invested
$350,000 in demand notes secured by the Company's assets, which
will convert into the secured convertible note financing. In
connection to the convertible note financing, we are negotiating
with FFG to produce our food at FFG's central kitchens, which
are located in each of Briazz's geographic markets. Our intent
is to close our own central kitchens following the move of the
food preparation operations to FFG and anticipate that all of
our central kitchens, which accounted for a $2.9 million loss
for the first nine months of 2002, will be closed by early
December. The closure of the Briazz Central Kitchens and the
outsourcing agreement with Flying Food is a transformational
event for Briazz. The significant reduction in expenses that we
project for 2003 are primarily due to this demission.

"In addition to the Flying Food Group financing, we are
currently pursing new avenues of funding including $3.0 to $4.0
million of equity or debt financing with institutional
investors," said Victor Alhadeff, chairman and CEO of Briazz.

"In conjunction with the closure of the central kitchens, we
will reduce the operational complexity of the business and the
related general and administrative expenses. In addition to the
expected savings resulting from the central kitchen closures, we
expect to reduce overhead by eliminating 15 to 17 corporate
positions by early December. The Company's total general and
administrative staff including field level management will be
reduced from 54 on August 13, 2002 to 27 by year end. We
anticipate that total Company employment as a result of the
restructuring and closure of the kitchens will be reduced from
526 employees on August 13, 2002 to 272 by year end," said
Alhadeff.

"The changes we have made to our business over the last two
quarters impact the face of Briazz dramatically. Labor
reductions taken during the third quarter of 2002 will result in
annual savings of approximately $2.2 to $2.4 million. The G&A
reductions in the fourth quarter are estimated to result in
annual savings of approximately $1.0 million. We anticipate our
net savings for the central kitchen closures will result in an
additional estimated annual savings of $2.0 million," continued
Alhadeff.

"The total annualized benefit of these savings is estimated to
be between $5.2 to $5.4 million. Briazz and FFG are in the final
planning stages of the closure of our kitchens and the transfer
of operations to the FFG kitchens. Our objective is to complete
the transfer of all four kitchens in December. Based on this
plan we project that we will begin to fully realize the
financial impact of these actions in Q1 of 2003.

"The anticipated restructuring savings coupled with the $2.0
convertible note financing and an additional $3.0 to $4.0
million of additional debt or equity capital would enable the
Company to be adequately capitalized and require minimal new
sales growth to achieve our foremost goal of becoming EBITDA
positive," continued Alhadeff.

Subject to completion of additional financing, the Company
anticipates generating positive cash flow in the first part of
fiscal 2003. Three factors serve as the basis for this
anticipated result: the dramatic reduction in expenses as a
result of the restructuring; the projected contribution of new
locations opened during the first half of 2002; and modest
growth in the Company's retail, box lunch and catering business
and wholesale business.

"Briazz is at the forefront of one of the hottest trends in the
restaurant industry, the fast, casual segment. We are highly
focused in meeting the needs of our guests with food that is
fresh, fast, and fabulous. Our recent menu focus has emphasized
hot and value. As we approach 2003, with dramatically reduced
overhead levels, we are truly excited about our ability to meet
our guests' needs and profitably grow the business," concluded
Alhadeff.

With respect to the Company's Nasdaq National Market listing,
Briazz announced today that it had not regained compliance with
the public float requirement for continued listing on Nasdaq
National Market by November 5, 2002, the date for compliance set
by Nasdaq in a previously-disclosed letter to the Company.
Briazz has received a Nasdaq Staff Determination indicating that
the Company fails to comply with Marketplace Rule 4450(a)(2) and
that its shares are subject to delisting from the Nasdaq
National Market at the opening of business on November 14, 2002.
The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
Company will continue to trade on the Nasdaq National Market
under the symbol BRZZ pending the outcome of these proceedings.
There can be no assurance that the Company will be able to
regain compliance with Nasdaq's continued listing requirements
or that the Panel will grant the Company's request for continued
listing on the National Market.

If the Company is unable to maintain its National Market
position, it expects to apply for quotation on the Nasdaq
SmallCap Market. The Company does not currently meet the
SmallCap Market requirement that a company maintain a minimum
bid price of $1.00; however, Nasdaq will, as a matter of policy,
permit a company that has been delisted from the National Market
to take advantage of the 180-day grace period provided by the
SmallCap Market for regaining compliance with this rule,
provided that the company meets the other requirements for
continued listing on the SmallCap Market. On August 20, 2002,
Nasdaq notified the Company that it did not comply with the
minimum bid price requirement of $1.00. Nasdaq has informed the
Company that if it began quotation on the SmallCap Market, the
Company would have until February 18, 2003 to regain compliance
with the rule unless a further grace period was available. There
can be no assurance that Company will be able to fulfill or
obtain a further grace period with respect to this requirement.
If the Company is delisted from the National Market and is not
accepted for or ceases quotation on the SmallCap Market, its
shares may continue to trade on the Over-the-Counter Bulletin
Board.

Founded in Seattle, Wash., in 1995, Briazz, Inc., prepares and
sells high quality, branded lunch and breakfast foods for the
"on-the-go" consumer. Briazz began operations in Seattle, and
opened new markets in San Francisco in 1996, Chicago in 1997 and
Los Angeles in 1998. The company currently operates 46 cafes
across these metropolitan regions and sells its products
primarily through its company-operated cafes, through delivery
of box lunches and catered platters directly to corporate
customers and through selected wholesale accounts.


CELLSTAR CORP: Sets Nov. 15 Record Date for 5% Convertible Notes
----------------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a global value-added
wireless logistics services leader, has set November 15, 2002,
as the record date for purposes of the payment of interest due
on November 30, 2002, the maturity date under its 5% Senior
Subordinated Convertible Notes. Registered holders of the Notes
on November 15, 2002, shall be entitled to the payment of
interest due on the maturity date under the Notes.

Noteholders who require further information should contact the
Investor Relations Dept. at 972-466-5031.

CellStar Corporation is a leading global provider of
distribution and value-added logistics services to the wireless
communications industry, with operations in Asia-Pacific, North
America, Latin America and Europe.  CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers
and retailers.  In many of its markets, CellStar provides
activation services that generate new subscribers for its
wireless carrier customers.  For the year ended November 30,
2001, the Company generated revenues of $2.4 billion.
Additional information about CellStar may be found on its Web
site at http://www.cellstar.com

                         *    *    *

As reported in Troubled Company Reporter's February 20, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on CellStar Corp., to 'SD' (selective default) from 'CCC-' and
removed its ratings from CreditWatch, where they had been placed
with negative implications on Sept. 6, 2001.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.


CUMULUS MEDIA: S&P Ups Rating to B+ Amid Improving Credit Ratios
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cumulus Media, Inc., to single-'B'-plus from single-
'B' based on continued improvement to the company's financial
profile.

Based in Atlanta, Georgia, radio operator Cumulus had total debt
outstanding of approximately $447.7 million at Sept. 30, 2002.
The outlook is stable.

The rating action is based on expectations that Cumulus will
preserve improvements to its financial profile resulting from
the company's $200 million common stock offering in May 2002 and
increasing advertising demand. Equity proceeds were used to
repurchase expensive debt-like preferred stock, helping to
reduce total debt and debt-like preferred stock to EBITDA to
approximately 5.6 times at the 2002 third quarter end from
around 8x in 2001.

"Despite radio advertising's positive momentum, the economic
outlook remains soft and near-term visibility is limited," said
Standard & Poor's credit analyst Alyse Michaelson. She added,
"Given the potential for the advertising environment to again
weaken, adherence to a deleveraging financial policy will be
important for maintaining key credit ratios." Cumulus is likely
to continue consolidating the small- to mid-size radio markets,
and is expected to use equity financing to help temper potential
financial risk.

Rising ad demand across a broad range of categories is fueling
double-digit increases in national and mid- to high-single digit
increases in local revenues. Positive operating momentum is
expected to continue, although the company benefits from easy
year-over-year revenue comparisons in the 2002 fourth quarter.
Near-term margin improvement is expected to be driven by revenue
expansion, price increases, and cost reductions. The company
expects to generate close to $25 million in discretionary cash
flow this year, and should be able to consistently grow its cash
flow base.

The outlook is stable. Maintenance of market positions and key
credit measures is important to ratings stability.  Debt-
financed acquisition activity or a material reversal in
operating momentum could destabilize the ratings.


DIGITAL BROADBAND: Auditors Doubt Ability to Continue Operations
----------------------------------------------------------------
For the nine-month period ended September 30, 2002, Digital
Broadband Networks, Inc., reported net income of $84,143 and at
September 30, 2002, has an accumulated deficit of $1,148,834.
The profit of $84,143 included several non-recurring
transactions including recognition of a deferred gain of
$78,303, collection of $232,724 in related party rceivables
previously not recognized as revenue due to the uncertainty of
collection, and $168,421 in recovered accounts receivable
previously deemed uncollectible and fully reserved. Excluding
these non-recurring transactions, the Company would have
incurred a $395,305 net loss for the nine-month period ended
September 30, 2002. The Company suffered losses from operations
and had negative cash flows from operating activity during the
past two years, and expects to incur continued net cash outflows
within the current fiscal year. As a result, the Company may
experience difficulty and uncertainty in meeting its liquidity
needs during the current fiscal year.

The Company is a total system solution provider involved in
application development, network operation, delivery of value-
added applications and services; and sale of its EyStar
SmartHome Console. The multi protocol EyStar SmartHome Console
bridges external data networks such as the Internet to internal
home networks like Ethernet, telephone line, power line and the
802.11b wireless LAN eliminating the need for any additional
wiring in the home. The Console will enable more value-added
services to be offered to subscribers. These services include
home healthcare in conjunction with hospitals and health
advisors; interconnection and control of appliances produced by
different manufacturers; and security applications that allow
subscribers to check on their homes remotely. This Console is
designed to operate on both the narrow and broadband fixed
line/wireless networks.

The Company is also licensed to deploy a wireless broadband
network, "VISIONET", in Malaysia. In November 2000, PTSB entered
into a strategic alliance with a Malaysian Internet service
provider. In September 2001, PTSB was awarded an Application
Service Provider (ASP) license by the Malaysian Communications
and Multimedia Commission. Management believes the ASP license
will complement the wireless broadband license previously
granted to the Company in 1997. After establishing the first
VISIONET cell in December 2001, the Company had decided to
reposition VISIONET as a backhaul service to other broadband
service providers and local mobile networks that it hopes to
deploy with strategic partners. The Company has now revised its
business model and expects to generate revenues from the sale of
backhaul services, EyStar SmartHome consoles, broadband modems
and by providing other services that include:

     1. operating a portal for remote video surveillance and
        home/office automation applications;

     2. construction of owned and operated networks for third
        parties;

     3. development and operation of local mobile networks that
        provide mobile Internet access through handheld devices;
        and

     4. production and delivery of training and adult education
        programs.

As in the establishment of many other new businesses, there are
various risk factors including competition, technology
availability and market acceptance. The Company requires
substantial amounts of capital to establish its business and
expects to incur substantial losses over the next few years.

The Company's plan to overcome its financial difficulties and
return to profitability centers on expanding its business in
application development, sale of its EyStar SmartHome Console
and the roll out of its portal.

The Company believes that sufficient cash will be generated from
the following sources to fund its operations for the next twelve
months:

     -- Intensification of efforts to collect overdue
receivables. The Company intends to keep close contact with its
debtors to keep updated on their liquidity status. Legal action
will only be taken as a last resort.

     -- Advances from a director/officer who is also a major
shareholder as required to finance the Company's working capital
requirements.

     -- Additional revenue provided by: (i) a consulting
contract, which is estimated to generate $2.85 million in
revenue, over a three-year period, to carry out the planning,
design, project execution (including contract and project
management) of all broadband communications and networking
systems/services for Pulau Indah-Marina Village, (ii) a
contract, which is estimated to generate $550,000 in revenue
over a three-year period, to carry out the planning, design,
project execution of all broadband communications and networking
systems/services for a commercial/housing project in Selangor,
Malaysia, (iii) a consulting contract entered into on November
5, 2002 with a related party, which is expected to generate
$550,000 in revenue over an 18-month period, beginning December
1, 2002, to provide consulting services relating to home
automation, home networking, energy cost saving, security
surveillance and monitoring for two major commercial and housing
developments in Malaysia. The Company also expects to secure
additional contracts, estimated at $4.0 million, from the supply
and installation of the EyStar SmartHome Consoles and its
security system in the two commercial and housing developments.

     -- The Company may consider a private placement of its
shares.

     -- The Company may also seek to obtain equipment financing.

The Company also hopes that additional cash will be generated
from:

     -- the marketing agreement with Worldlink Dotcom Sdn. Bhd.
to distribute its service gateway for home/office automation in
Malaysia, Singapore and Australia;

     -- the distribution agreement with Mutual Base Equity Sdn.
Bhd. for sale of the EyStar SmartHome Console in Malaysia,
Singapore and Cambodia; and

     -- the Channel Partner Agreement with PointRed
Technologies, Inc., to distribute the EyStar SmartHome Console.

With the above plans and barring any unforeseen circumstances,
Management believes the Company will be able to continue as a
going concern.

However, it should be noted that the independent auditors'
report on the Company's financial statements for the year ended
December 31, 2001 included a "going concern" explanatory
paragraph, meaning the auditors have expressed substantial doubt
about the Company's ability to continue as a going concern.


DAIRY MART: Court Extends Plan Filing Exclusivity through Jan. 3
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Dairy Mart Convenience Stores, Inc., and its
debtor-affiliates obtained an extension of their co-exclusive
periods with the Official Committee of Unsecured Creditors.  The
Court gives the Debtors, until January 3, 2003, the exclusive
right to file their plan of reorganization, and until March 5,
2003, to solicit acceptances of that Plan from creditors.

Dairy Mart Convenience Stores, Inc., filed for chapter 11
protection on September 24, 2001. Dennis F. Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represents the Debtors. When
the Company filed for protection from its creditors, it listed
debts and assets of over $100 million.


ENRON CORP: ENA Wins Nod to Sell Black Mountain Shares for $10MM
----------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule
6004 of the Federal Rules of Bankruptcy Procedure, Enron North
America Corporation seeks the Court's authority to:

    (a) privately sell 9.999 Units of Black Mountain Resources
        LLC -- ENA Interests; and

    (b) give its consent to the private sale by Joint Energy
        Development Investments II Limited Partnership of 9.999
        units of Black Mountain Resources LLP.

ENA also asks Judge Gonzalez to approve the terms and conditions
and consummation of the Purchase and Sale Agreement dated as of
October 2, 2002 between ENA, JEDI II, BMR and Buyer -- Resource
Development LLC.

Brian S. Rosen Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that BMR, a non-debtor, is a Virginia limited liability
company principally engaged in the business of coal mining.  BMR
conducts its operations through a nine-mine coal complex located
in Kentucky.  The equity of BMR, in the form of membership
units, is held by:

    -- ENA to the extent of 9.999% of the units;

    -- JEDI II to the extent of 9.999% of the units; and

    -- Resource Development LLC to the extent of 80.002% of the
       units.

JEDI II, a non-debtor, is a Delaware limited partnership.  JEDI
II has three partners:

    -- Enron Capital Management II Limited Partnership, an
       indirect wholly owned limited partnership of ENA;

    -- Enron Capital Management III LP, an indirect, wholly
       owned limited partnership of ENA; and

    -- California Public Employees' Retirement System, a unit of
       the State & Consumer Services Agency of the State of
       California.

Through the limited partnerships, ENA holds 50% interest in JEDI
II while CalPERS holds another 50% interest.

Mr. Rosen tells Judge Gonzalez that ENA invested in BMR to
provide access to coal for the Coal and Emissions Trading Group
of Enron Global Market.  With the Debtors' thrust to return to
their core operations, the Debtors identified the group as a
non-core business.  Thus, ENA began exploring a possible sale of
its interest in BMR.

To market its BMR interest, ENA contacted 18 possible bidders
from which four non-binding indicative bids were received.  By
February 12, 2002, RDL submitted the only binding offer for ENA
and JEDI II's interests in BMR for $6,425,000.  However, Mr.
Rosen reports, both ENA and JEDI II rejected RDL's Initial
Offer.

Consequently, on February 27, 2002, ENA and JEDI II exercised a
termination option pursuant to the Operating Agreement of Black
Mountain Resources LLC dated as of June 28, 1999.  ENA and JEDI
II asserted that, as a result of their exercise of the
Termination Option, Black Mountain was required to purchase or
redeem all of their membership units for $12,500,000.  Black
Mountain subsequently challenged the exercise of the Termination
Option and indicated that it would contest the allegation that
Black Mountain was obligated to pay $12,500,000.

In April 2002, ENA and JEDI II commissioned an independent
consulting firm, Marshall Miller & Associates to conduct an
assessment of the value of their respective interests in Black
Mountain.  Marshall calculated that the value of ENA's and JEDI
II's interests was between $8,500,000 and $12,600,000, with the
most likely value being $10,200,000.  ENA's internal valuation
of the interests in Black Mountain was substantially similar to
Marshall's valuation.

Accordingly, ENA and JEDI II approached RDL regarding the
Initial Offer and successfully negotiated a higher and better
offer for the Black Mountain interests at $10,000,000.  In
consultation with the Creditors' Committee, ENA and JEDI II have
determined that the revised offer represents the best offer for
the Interests.  Thus, on October 2, 2002, ENA, JEDI II, RDL and
Black Mountain executed the Sale Agreement.  Salient terms of
the Agreement are:

  1. Consideration:  The purchase price for the sale and
     conveyance of the Interests to RDL is $10,000,000;

  2. Assets Acquired:  All of ENA's and JEDI II's right, title
     and interest in and to the Interests;

  3. Assumption of Liabilities:  Effective upon the Closing,
     Black Mountain and RDL agree to assume, perform, discharge
     and fully satisfy all of the liabilities, duties and
     obligations of ENA and JEDI II of any kind whatsoever
     relating to the Interests.  After the Closing, neither ENA
     or JEDI II will have any obligations or liabilities under
     the Operating Agreement nor relating to the Interests;

  4. Representations and Warranties:  Customary representations
     regarding organization, due amortization, enforceability,
     consents, title, inspection, etc.;

  5. Information and Interests:  Except as expressly provided in
     Section 4.1 of the Agreement, ENA and JEDI II make no
     representation or warranty whatsoever.  It is understood
     that Black Mountain and RDL take the Interests "as is,
     where is" and "with all faults;"

  6. Environmental Waiver and Release:  From and after the
     Closing, neither RDL nor Black Mountain will have any
     rights to recovery or indemnification from environmental
     liabilities or any other environmental matters under the
     Agreement;

  7. Closing Conditions:  Closing conditioned upon execution or
     closing documents, bankruptcy court approvals, governmental
     approval and satisfaction of other customary conditions;

  8. Transfer Taxes:  Black Mountain and RDL will be responsible
     for the payment on a timely basis of all Transfer Taxes
     resulting from the transactions contemplated by the
     Agreement;

  9. Indemnification by Black Mountain and RDL:  From and after
     the Closing, and subject to certain limitations on
     liability set forth in the Agreement, Black Mountain and
     RDL, jointly and severally, will indemnify, defend,
     reimburse, release and hold harmless ENA, JEDI II, and
     their respective Affiliates, and other indemnified parties
     from and against any and all Losses asserted against or
     incurred by any of ENA and JEDI II Indemnified Parties:

     (a) for any inaccuracy or breach of Black Mountain's or
         RDL's representations or warranties made in the
         Agreement or any Related Agreements;

     (b) for any breach of the covenants or obligations of Black
         Mountain or RDL and their Affiliates under the
         Agreement or any Related Agreements; or

     (c) that relates to or arises out of the Interests, the
         sale, transfer or other disposition of any of the
         Interests, in each case, even if the losses are cased
         by the sole, joint, or concurrent negligence, strict
         liability, or other fault or responsibility of ENA and
         JEDI II Indemnified Parties or any other party or
         person;

10. Survival, Time Limitation and Cap on Liability:  The
    representations and warranties of ENA in the Agreement and
    in any of the Related Agreements will terminate on the
    Closing Date.  The representation and warranties of JEDI II
    will also terminate on the Closing Date, except as provided
    in the Agreement;

11. Termination of Agreement:  The expiration date for the
    Closing is November 30, 2002.  The Agreement may be
    terminated prior to the Closing by ENA, JEDI II, Black
    Mountain or RDL under certain circumstances as set forth in
    the Agreement.

In connection with the Agreement, Mr. Rosen says, the parties
will execute a Termination and Release Agreement, pursuant to
which all of the Black Mountain Transaction Documents will be
terminated.  ENA and JEDI II will also waive any claim with
respect to the 2001 distribution from Black Mountain on account
of the Interests, which distribution has not yet been paid.

Mr. Rosen contends that the Sale transaction should be approved
because:

    (a) the interests in Black Mountain are not integral or
        contemplated to be part of the Debtors' reorganization;

    (b) ENA has recognized the significant risks associated with
        coal mining, including production risk, capital risk,
        geological risk, labor risk, price risk and uncertain
        environmental liabilities associated with it; and

    (c) the Agreement was negotiated at arm's length and
        represents fair market value for the Interests.

Moreover, since ENA is not aware of any liens or other interests
that encumbers the Interests, ENA asks the Court to authorize
the transfer of the Interests to RDL free and clear of all
liens, claims, encumbrances, rights of setoff, netting,
deduction, recoupment and any other interests.

In addition, ENA asks Judge Gonzalez to extend to RDL the
protection provided by Section 363(m) of the Bankruptcy Code as
a good faith purchaser of the Interests.

                        *     *     *

The Court finds that the motion is in the best interest of ENA
and its direct and indirect subsidiaries and affiliates,
including, without limitation, JEDI II, the Debtors, their
estates and creditors.  Thus, Judge Gonzalez grants ENA's
request in its entirety and in all respects. (Enron Bankruptcy
News, Issue No. 48; 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.


EOTT ENERGY: Files 1st & 2nd Amended Plan & Disclosure Statement
----------------------------------------------------------------
Just one month after they filed for Chapter 11 protection, the
Debtors have already amended their Plan of Reorganization twice.
With the filing of EOTT Energy General Partners LLC for
bankruptcy, the Debtors plan to reorganize its corporate
structure by forming EOTT Energy LLC as a wholly owned
subsidiary of EOTT Energy Partners LP.

Dana R. Gibbs, EOTT President and Chief Executive Officer,
relates that EOTT Energy LLC will authorize and issue:

    (a) New LLC Units; and

    (b) LLC Warrants.

The New LLC Units purchasable on exercise of the LLC Warrants
will not exceed 957,981.  Holders of Common Units will receive
3% of the total units after restructuring and the Noteholders
will receive the remaining 97% of the New LLC Units.  The
exercise price for the LLC Warrants is $12.50.

On or before the Effective Date, Ms. Gibbs continues, EOTT
Energy LLC and EOTT LLC will enter into an Employee Service
Agreement, wherein EOTT Energy LLC will provide all of the
employee and service requirement of EOTT LLC.  EOTT Energy LLC
will reserve 1,240,000 of the New LLC Units for the management
incentive plan.

Thus, the Debtors' corporate structure will be reorganized
around EOTT Energy LLC, which will essentially take the place of
EOTT LLC in the Debtors' business operations.  The EOTT GP's
shares will be extinguished and EOTT GP will be liquidated.
Enron, then, will have no affiliation with the Debtors post-
confirmation. (EOTT Energy Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ESSENTIAL THERAPEUTICS: Converts Ser B Preferred to Common Share
----------------------------------------------------------------
Essential Therapeutics, Inc., (Nasdaq: ETRX) has entered into
separate Conversion Agreements with certain holders of its
outstanding shares of Series B Preferred Stock. The holders of
Series B Preferred Stock that have executed the Conversion
Agreements have agreed, subject to obtaining the requisite
stockholder approval and the satisfaction of certain other
closing conditions, to vote all of the outstanding shares held
by them in favor of converting all outstanding shares of the
Company's Series B Preferred Stock into common stock. Each
outstanding share of Series B Preferred Stock shall convert into
the number of shares of common stock obtained by dividing the
aggregate stated value of the outstanding Series B Preferred
Stock, plus any accrued and unpaid dividends, by a per share
conversion price of $0.75, subject to equitable and
proportionate adjustment following any stock split, reverse
stock split, stock dividend or similar transaction. The
outstanding Series B Preferred Stock has an aggregate stated
value of $60 million, and therefore, if the conversion is
consummated, the Company will issue 80 million new shares of
common stock in exchange for the conversion of all 60,000 shares
of Series B Preferred Stock outstanding. As a result of this
conversion no shares of Series B Preferred Stock will remain
outstanding and all the rights, preferences and privileges
previously associated with the Series B Preferred Stock will be
extinguished, including, the right to require the Company to
repurchase the Series B Preferred Stock at a price of $1,000 per
share in a number of circumstances, including the passage of
time and the failure of the Company to maintain its listing on
the Nasdaq National Market.

The conversion of the outstanding shares of Series B Preferred
Stock into common stock is part of the Company's comprehensive
plan to achieve compliance with the Nasdaq National Market
System listing criteria. For continued listing of the Company's
common stock on the Nasdaq National Market the Company is
required to maintain a minimum stockholders' equity of $10
million. As reported in the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2002, the Company does not
meet this minimum stockholders' equity criteria. The rights of
redemption associated with the Company's Series B Preferred
Stock preclude the stock from inclusion in stockholders' equity.
The conversion of all outstanding shares of Series B Preferred
Stock will result in an increase in the Company's stockholders'
equity of approximately $53.0 million, resulting in a positive
stockholders' equity of approximately $41 million. The Company
believes that this action should enable the Company to achieve
and sustain compliance with Nasdaq's minimum stockholders'
equity criteria. The reclassification of $53.0 million into
stockholders' equity will also be reflected in the Company's
financial statements as an increase in the net loss applicable
to common stockholders for purpose of computing net loss per
share of Common Stock. Assuming a fair value of $1.00 per share
of common stock at the time of the conversion, the increase in
net loss applicable to the common stock would be $60.0 million.

The Company's stockholders will be asked to approve the
conversion of the Series B Preferred Stock into common stock at
a Special Meeting of Stockholders that will be called for such
purpose. A number of related and dependent proposals will also
be put before the stockholders at the Special Meeting, including
an amendment to the Company's Restated Certificate of
Incorporation to increase the number of shares of Common Stock
that the Company is authorized to issue, and an amendment to the
Company's Restated Certificate of Incorporation to effect one of
several possible reverse stock splits ranging from a one-for-two
reverse stock split to a one-for-fifteen reverse stock split, if
the Board of Directors of the Company determines that such an
amendment would be in the best interest of the Company and its
stockholders. The Company has filed its preliminary proxy
materials with the Securities and Exchange Commission and
intends to mail proxy materials to its stockholders following
completion of the review period provided for the Securities and
Exchange Commission. If the Company's stockholders fail to
approve the conversion of all outstanding shares of Series B
Preferred Stock, then the Company does not expect that it would
be able to maintain the listing of its Common Stock on the
Nasdaq National Market. In the event of delisting, the terms of
the Series B Preferred Stock provide that the Series B Preferred
Stockholders have the right to cause the Company to redeem their
shares of Series B Preferred Stock at a price of $1,000 per
share. The redemption of all 60,000 shares of Series B Preferred
Stock would result in the Company being obligated to pay the
holders of the Series B Preferred Stock an aggregate of $60.0
million. The Company currently does not have the funds available
to redeem all of the outstanding shares of Series B Preferred
Stock.

Essential Therapeutics is committed to the development of
breakthrough biopharmaceutical products for the treatment of
life-threatening diseases. With an emerging pipeline of lead
programs and product candidates in the anti-infective and
hematology/oncology therapy areas, Essential Therapeutics is
dedicated to commercializing novel small molecule products
addressing important unmet therapeutic needs. Additional
information on Essential Therapeutics can be obtained at
http://www.essentialtherapeutics.com

Essential Therapeutics, Inc.'s June 30, 2002 balance sheet shows
a total shareholders' equity deficit of about $6.6 million.


FAIRPOINT COMMS: Sept. Quarter EBITDA Climbs 11.3% to $34.5 Mil.
----------------------------------------------------------------
FairPoint Communications, Inc., announced its financial results
for the quarter and nine-month period that ended Sept. 30, 2002.

Highlights of FairPoint's financial results include:

     * Consolidated nine-month revenues decreased 1.7 percent
       from a year ago to $174.3 million.

     * Consolidated nine-month EBITDA (earnings before interest,
       taxes, depreciation and amortization and non-cash stock-
       based compensation), excluding non-recurring items, rose
       7.2 percent to $100.4 million.

     * Consolidated three-month EBITDA, excluding non-recurring
       items, rose 11.3 percent to $34.5 million.

Gene Johnson, Chief Executive Officer, also announced that Peter
Nixon has been promoted to Chief Operating Officer. John Duda,
President, will assume responsibility for industry relations,
regulatory policy and legislative affairs.

"We are very excited that Peter Nixon will be assuming the
important responsibility of managing the day-to-day operations
of our company," Johnson said. "He is a proven leader with the
unique sales, marketing and operations skills necessary for
FairPoint to succeed in an ever changing business environment."

Nixon, with 24 years experience in the telephone industry, most
recently served as Senior Vice President of Corporate
Development.

Johnson also commented, "I believe it is increasingly important
that we actively participate in the regulatory and legislative
process and that our voice be heard in the debate over the
future of our industry. John Duda has extensive industry
experience and knowledge and is exceptionally well qualified to
lead these efforts for FairPoint."

     Results for the nine-month period ended Sept. 30, 2002

FairPoint reported consolidated revenues from continuing
operations of $174.3 million, a 1.7 percent decrease compared to
$177.3 million for the nine months ended Sept. 30, 2001. RLEC
revenues decreased 1.1 percent to $168.4 million, predominantly
due to lower network access revenues. The Company's Carrier
Services group, a provider of wholesale long-distance services,
reported revenues of $5.9 million, a 16.9 percent decrease from
$7.1 million. The Carrier Services group revenue decline was
attributed to a decrease in long-distance customers and lower
rates.

Consolidated EBITDA from continuing operations was $93.0 million
for the nine-month period ended Sept. 30, 2002 compared to $93.7
million for the same period in 2001. RLEC EBITDA was $99.6
million, a 7.6 percent increase from $92.6 million. The Carrier
Services group reported EBITDA of $0.8 million, a decrease of
$0.3 million.

The consolidated EBITDA from continuing operations was
negatively impacted by:

     (i) $1.9 million bad debt reserve for amounts due from an
         inter-exchange carrier, which recently filed for
         bankruptcy protection; and

    (ii) $7.4 million asset write-down in value of marketable
         securities for the shares held in ChoiceOne
         Communications Inc. by FairPoint Communications
         Solutions Corp.

Consolidated EBITDA from continuing operations adjusted for the
asset write-down was $100.4 million, a 7.2 percent increase over
the nine-month period ended Sept. 30, 2001.

FairPoint reported a nine-month consolidated net loss from
continuing operations of $2.5 million compared to a $20.7
million loss for the same period in 2001. The Company
implemented SFAS 142, Goodwill and Other Intangible Assets,
which has resulted in a decrease in amortization expense of $9.1
million compared to 2001.

       Results for the third quarter ended Sept. 30, 2002

FairPoint reported third-quarter consolidated revenues from
continuing operations of $59.1 million, a 5.6 percent decrease
from $62.6 million for the three months ended Sept. 30, 2001.
The RLEC companies reported revenues of $57.7 million, a 3.0
percent decrease from prior year's third quarter. The Carrier
Services group reported revenues of $1.4 million, a decrease of
$1.7 million from the prior period.

Consolidated EBITDA from continuing operations was $32.7
million, a 5.5 percent increase from $31.0 million. Consolidated
EBITDA from continuing operations after adjusting for the write-
down of marketable securities was $34.5 million, an 11.3 percent
increase.

RLEC EBITDA was $34.3 million, a 13.6 percent increase from
$30.2 million. The Carrier Services group reported EBITDA of
$0.2 million, a decrease of $0.5 million.

FairPoint reported a consolidated net loss from continuing
operations of $0.8 million compared with a loss of $11.0 million
for the same period in 2001 due to lower operating expenses and
interest expense.

FairPoint Communications' September 30, 2002 balance sheet shows
a working capital deficit of about $33 million, and a total
shareholders' equity deficit of about $138 million.

FairPoint Communications, Inc., is one of the leading providers
of telecommunications services to rural communities across the
country. Incorporated in 1991, the Company's mission is to
acquire and operate telecommunications companies that set the
standard of excellence for the delivery of service to rural
communities. Today, FairPoint owns and operates 29 rural local
exchange companies located in 18 states. The Company serves
customers with more than 245,000 access lines and offers an
array of services including local voice, long distance, data and
Internet.


FPIC INSURANCE: Reports Improved Performance for Third Quarter
--------------------------------------------------------------
FPIC Insurance Group, Inc., (Nasdaq:FPIC) reported operating
earnings of $3.2 million for the third quarter 2002, up from
$2.7 million for the third quarter 2001. For the first nine
months of 2002, operating earnings were $8.6 million as compared
to $6.1 million for the first nine months of 2001.

John R. Byers, the Company's President and Chief Executive
Officer, commenting on the Company's third quarter 2002 results,
stated, "We are pleased with our third quarter results. We
continue to focus on the execution of our business plan. Pricing
improvements over the past two years at our medical professional
liability insurers, coupled with continued strong performance
from our reciprocal management segment, were key to our third
quarter results."

Financial Highlights

     -- Third quarter 2002 operating earnings of $0.34 per
        diluted share

     -- Increases in operating cash flow, assets, reserves and
        tangible book value

     -- Decrease in net investment income, reflecting lower
        investment portfolio yields and prevailing market
        interest rates

     -- Increases in consolidated statutory capital and surplus
        of the Company's insurance subsidiaries through the
        contribution of internally generated funds and statutory
        earnings

     -- Strong results from the reciprocal management segment

Mr. Byers, commenting on third quarter 2002 operations and
subsequent events, said, "We continue to adapt to the changing
insurance and economic environment. While industry and sector
uncertainties have contributed to recent rating pressures, our
balance sheet remains strong, our rating continues to be a
competitive ``Secure' rating and demand continues to be high in
our core markets."

Operations Review

     -- Continued focus on strict underwriting, efficient and
        effective claims handling and the monitoring of loss
        trends

     -- Based on interim testing and performance of overall
        claims metrics, aggregate loss and loss adjustment
        expense remains within expectations

     -- Continued favorable policyholder retention levels

     -- Entered into a reinsurance agreement with two Hannover
        Re Group companies, effective July 1, 2002, to support
        growth

     -- Entered into agreements to exit or substantially reduce
        fronted business

     -- Sale of renewal rights to the Interlex Insurance Company
        lawyers professionals liability insurance book of
        business

     -- Change in A.M. Best Company ("Best") rating from A-
        (Excellent) with a negative outlook to B++ (Very Good)
        with a stable outlook

     -- Lender group agreement not to take action for a thirty-
        day period regarding noncompliance with a loan covenant
        resulting from the Best rating change, within which time
        the Company expects to negotiate a permanent
        modification to its credit facility

     -- Promotion of Robert E. White, Jr. to President of the
        Company's largest insurance subsidiary, First
        Professionals Insurance Company, Inc.

Mr. Byers, commenting on the Company's discussions with its
lenders regarding a credit facility modification, necessitated
by the change in its Best rating, said, "Our discussions with
our lenders have been productive and we expect to finalize and
enter into an acceptable modification before the end of the
forbearance period."

Mr. Byers continued, "We have been a leader in our core markets
for over 25 years and have built long-standing relationships
with our policyholders, agents and the medical community at
large. As indicated by our balance sheet strength and our
financial results, our business is stronger than our current
market valuation suggests. We believe that continued focus on
proper pricing and operational efficiencies, combined with our
industry expertise, market knowledge and relationships, will be
keys to improving and enhancing long-term value for our
shareholders."

For additional information regarding the Company's third quarter
2002 results, see the Company's Securities and Exchange
Commission Form 10-Q for the quarter ended September 30, 2002,
filed with the SEC on November 13, 2002.

FPIC Insurance Group, Inc., through its subsidiary companies, is
a leading provider of professional liability insurance for
physicians, dentists and other healthcare providers, primarily
in Florida and Missouri. The Company also provides management
and administration services to Physicians' Reciprocal Insurers,
a New York medical professional liability insurance reciprocal,
and third party administration services both within and outside
the healthcare industry.


FROGS FOR SNAKES: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Frogs for Snakes, LLC
                c/o Shooting Gallery, Inc.
                609 Greenwich Street
                New York, NY 10014

Involuntary Petition Date: November 13, 2002

Case Number: 02-43376                 Chapter: 11

Court: Southern District of New York  Judge: Stuart M. Bernstein
       (Manhattan)

Petitioners' Counsel:  Counsel for Natexis
                       Jonathan L. Flaxer, Esq.
                       Golenbock, Eiseman, Assor & Bell
                       437 Madison Avenue
                       New York, NY 10022
                       Tel: (212) 907-7300
                       Fax : (212) 754-0330

                              -and-

                       Counsel for Comerica Bank
                       Benjamin F. Green, Esq.
                       Comerica Bank/California
                       9777 Wilshire Boulevard
                       Beverly Hills, CA 90212

Petitioners: Natexis Banques Populaires
             c/o Mark A. Harrington
             Senior Vice President and Manager
             1901 Avenue of the Stars, Suite 1901
             Los Angeles, CA 90067

                      -and-

             Comerica Bank - California
             Valerie Brosset, Vice President of Comerica
              Entertainment Group
             9777 Wilshire Boulevard
             Beverly Hills, CA 90212

Amount of Claim: $10,000,000


GENTEK INC: Wants More Time to File Schedules and Statements
------------------------------------------------------------
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, explains that GenTek Inc., and its debtor-affiliates'
businesses are highly complex, encompassing national as well as
international operations.  There are more than 50,000 creditors
and other interested parties that likely will be included in the
Debtors' schedules of assets and liabilities and statements of
financial affairs.  In view of that, Mr. Chehi explains that the
Debtors have not had the opportunity to gather all of the
information necessary to prepare and file their Schedules and
Statements.

Although they already have commenced the process of collecting
the required information, the Debtors need more time to report
complete and accurate Schedules and Statements.

Accordingly, GenTek and its debtor-affiliates ask the Court to
extend their deadline to file Schedules and Statements through
and including December 25, 2002, without prejudice to their
right to ask for further extension.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, the Debtors are required
to file their Schedules and Statements within 15 days after the
Petition Date.  Pursuant to Local Rule 1007-1(d), however, the
Debtors are granted another 15 days -- for a total of 30 days
after the Petition Date -- to file the Schedules and Statements
because the Debtors' creditors exceed 200.  The Debtors' present
deadline to report their Schedules and Statements expired on
November 10, 2002.

The Court will convene a hearing on December 3, 2002 to consider
the Debtors' request.  Pursuant to Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the Delaware
Bankruptcy Court, the Debtors' deadline to file Schedules and
Statements is automatically extended until the conclusion of
that hearing. (GenTek Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court OKs Brattle Group as Debtors' Consultant
---------------------------------------------------------------
Global Crossing Corporate Secretary Mitchell Sussis reminds the
Court that in connection with the Debtors' retention of Coudert
Brothers LLP, the Firm outlined its own need for further
expertise from industry experts.  Coudert advised the Debtors
that it would need to "retain a forensic accountant to examine
the correspondent accounting issues related to the legal review
and an economist with telecommunications expertise."  In that
regard, Coudert, on the Debtors' behalf, executed an engagement
letter with The Brattle Group.

Accordingly, the Debtors sought and obtained the Court's
authority to employ and retain The Brattle Group, Inc., to
assist its special litigation counsel, Coudert Brothers LLP,
nunc pro tunc to May 31, 2002.

Mr. Sussis explains that the Board of Directors formed the
Special Committee on February 11, 2002, to facilitate the timely
and orderly consideration and investigation of the Accounting
Issues.  The Debtors retained Coudert as special counsel to
assist the Special Committee with specific legal expertise in
corporate investigations to conduct the required independent
legal investigation.  Coudert requires the assistance of
industry experts to undertake aspects of the review that require
subject matter expertise.  The professional services that The
Brattle Group will render to the Special Committee include an
examination of the Accounting Issues and an empirical analysis
of the telecommunications fiber market that is required for a
thorough investigation of the issues.

According to Mr. Sussis, The Brattle Group is a preeminent
economic and management consulting firm, with a particular focus
on network industries, including telecommunications.  The
Brattle Group has extensive experience performing detailed
quantitative analyses including industry structure, demand and
capacity forecasts, pricing curves and forensic accounting.  The
Brattle Group's efforts on international fiber markets will be
supplemented by Dr. Gregory Rosston, a Research Fellow at the
Stanford Institute for Economic Policy Research and a Visiting
Lecturer in Economics at Stanford University, who served as
Deputy Chief Economist at the Federal Communications Commission.
In addition, Dr. Jerold Zimmerman, the Ronald L. Bittner
Professor of Business Administration at the William E. Simon
Graduate School of Business Administration at the University of
Rochester, will also help in financial and forensic accounting
matters.

Barbara J. Levine, General Counsel of The Brattle Group, assures
the Court that the Firm presently has no connection with the
Debtors, any of its affiliates, their creditors, any other
parties-in-interest, or their respective attorneys and
accountants, or with the United States Trustee, or any person
employed in the office of the United States Trustee.  But The
Brattle Group, Dr. John Williams, Dr. Kenneth D. Gartrell, Dr.
Rosston and Dr. Zimmerman have provided consulting services to
or have performed services with certain of the Debtors'
creditors and other parties-in-interest in matters that are
unrelated to these proceedings and unrelated to the scope of The
Brattle Group's retention.  These include: AT&T, Cendant Corp.,
Center for International Policy & Commerce, IBM, MCI, National
Cable Television Association, Prudential, Debevoise & Plimpton,
Freshfields Bruckhaus Deringer, Nixon Peabody, Swidler Berlin
Shereff Friedman LLP, BellSouth Telecommunications Inc.,
Southern California Edison, Southwestern Bell Telephone Co.,
Alliance Capital, Allstate Insurance, Bank United, Barclays, JP
Morgan Chase, Merrill Lynch, PricewaterhouseCoopers LLP,
Washington Mutual, Comsat, Lucent Technologies, Verizon
Communications Inc., and Brown Rudnick Berlack Israels LLP.

The Brattle Group has conducted a thorough and comprehensive
review both of its own and of Dr. Rosston and Dr. Zimmerman's
engagements to ensure that no conflicts or other disqualifying
circumstances exist, and will continue to monitor its databases
to ensure that none arise.  If any new facts or relationships
are discovered, The Brattle Group will supplement its disclosure
to the Court.

The Debtors will compensate The Brattle Group, Dr. Williams, Dr.
Gartrell, Dr. Rosston and Dr. Zimmerman on an hourly basis at
rates customarily charged by the firm in non-bankruptcy matters
of this type.  The hourly rates to be charged by The Brattle
Group for the primary personnel involved in this representation
range from:

       Principals and Senior Advisors       $300 - 520
       Associates and Senior Consultants     205 - 290
       Members of the Research Staff         145 - 190
       Administrative Staff                   70 - 90

The principal professionals that will be working in these
engagement and their corresponding hourly rates are:

       Dr. John Williams                    $300
       Dr. Kenneth D. Gartrell              $425
       Dr. Gregory Rosston                  $400
       Dr. Jerold L. Zimmerman              $500
(Global Crossing Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GROUP TELECOM: US Court Further Extends Protection Until Dec. 13
----------------------------------------------------------------
GT Group Telecom (TSX: GTG.B, GTG.A) announced that the
preliminary injunction issued on July 29, 2002 by the United
States Bankruptcy Court, in favor of it and its affiliates, has
been further extended from November 12, 2002, until December 13,
2002.

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


HAYES LEMMERZ: Wants More Time to Remove Actions Until March 3
--------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates are
parties to numerous judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the country.  The Actions involve a wide variety of
claims, some of which are extremely complex.  Anthony W. Clark,
Esq., at Skadden Arps Slate Meagher & Flom LLP, in Wilmington,
Delaware, tells the Court that the Debtors still haven't
finished determining which of the state court actions they will
remove.

Thus, the Debtors ask the Court to extend the removal period for
an additional three months, through the longer of:

-- March 3, 2003; or

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

Mr. Clark believes that the Debtors' request that the Removal
Period be extended three months is reasonable.  Since the
Petition Date, the Debtors prioritized their goals, including:

-- to stabilize their business operations;

-- to formulate and implement a five-year business plan, which
   would lay the foundation for emerging from these proceedings;
   and

-- to negotiate a plan of reorganization.

Consistent, with these goals, the Debtors have developed and are
implementing their five-year business plan and currently expect
to present a plan of reorganization to the Court by December 16,
2002.  The Plan would likely contain provisions with respect to
pending litigation.

The extension sought will afford the Debtors a sufficient
opportunity to make fully informed decisions concerning the
possible removal of the Actions and protect the Debtors'
valuable right to economically adjudicate lawsuits pursuant to
Section 1452 of the Judiciary Procedures Code, if the
circumstances warrant removal.

Mr. Clark assures the Court that the Debtors' adversaries will
not be prejudiced by this extension because they may not
prosecute the Actions absent relief from the automatic stay.
Furthermore, nothing in this motion will prejudice any adversary
whose proceeding is removed, from pursuing a remand pursuant to
Section 1452(b) of the Bankruptcy Code. (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)
are trading at 45 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HORIZON NATURAL: Files for Chapter 11 Reorganization in Kentucky
----------------------------------------------------------------
Horizon Natural Resources Company (HZON.pk) said that, to
aggressively address the financial and operational challenges
that have hindered its performance, the company and its
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

The cases were commenced in the U.S. Bankruptcy Court for the
Eastern District of Kentucky in Lexington.

Horizon also announced that, to fund its turnaround and
continuing operations, it has secured up to $350 million in
senior secured debtor-in-possession financing facility from
Deutsche Bank Trust Company Americas AG (NYSE: DB). The DIP
facility, which is subject to Bankruptcy Court approval, will be
used to fund Horizon's cash requirements during the
reorganization process.

Horizon's chairman and acting chief executive officer Robert C.
Scharp, said, "Our decision to seek this reorganization was
based on a combination of factors, including:

     - A rapid decline in liquidity due to the weak economic
       environment, which reduced demand across our industry,

     - Increased inventories at customer locations earlier in
       the year, and

     - The effect of an increasingly uncompetitive capital
       structure for the company."

Scharp continued, "We intend to use the protection of the filing
to reorganize both our operations and our capital structure to
make the company more competitive and position it to capture
market opportunities. These proceedings are not expected to
impact the ordinary course of daily operations. We expect our
operations will continue to serve our customers, who should see
no interruption in the supply of coal."

"On October 17, 2002, Horizon announced a new structure for its
management team to enhance our combination of strengths in both
the coal business and in turnaround skills. Scharp said.
"Horizon has a solid core of resources and operations that can
run well through the reorganization, and we believe a fresh
start will allow us to resolve the most challenging problems of
our financial and operational structure."

Scott M. Tepper, Horizon's chief restructuring officer, also
noted, "Management's first priority under the reorganization
will be to run the company well to benefit all constituencies.
We are determined to complete this reorganization as quickly and
smoothly as possible."

Horizon said it anticipates that during the restructuring
process it will use the funds generated from operations and the
DIP facility to pay its post-filing vendors and suppliers under
normal terms and conditions. In its filing documents, Horizon
and its subsidiaries listed total assets of $2.5 billion at book
value and total liabilities of $2.1 billion as of October 31,
2002.

For additional information, please see http://www.horizonnr.com

About Horizon Natural Resources: Horizon Natural Resources
Company (formerly known as AEI Resources Holding, Inc.) conducts
mining operations in five states with a total of 42 mines,
including 27 surface mines and 15 underground mines:

     - Central Appalachian operations include all of the
company's mining operations in southern West Virginia and
Kentucky, currently totaling 36 surface and underground mines,
which produced approximately 18.1 million tons of coal (64
percent of total production) during the first nine months of
2002.

     - Western operations include mining in Colorado, Illinois
and Indiana, currently totaling six surface and underground
mines, which produced approximately 10.1 million tons (36% total
production) during the first nine months of 2002.


HORIZON NATURAL: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Horizon Natural Resources Company
             2000 Ashland Drive
             Ashland, Kentucky 41101
             fka AEI Resources Holding, Inc.

Bankruptcy Case No.: 02-14261

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                     Case No.
    ------                                     --------
    Cannelton Industries, Inc.                 02-14262
    Cannelton Sales Company                    02-14263
    Beech Coal Company                         02-14264
    Bassco Valley LLC                          02-14265

Type of Business: Horizon Natural Resources (formerly AEI
                  Resources) is one of the US's largest
                  producers of steam (bituminous) coal.

Chapter 11 Petition Date: November 13, 2002

Court: Eastern District of Kentucky (Ashland)

Debtors' Counsel: Ronald E Gold, Esq.
                  201 E 5th Street #2200
                  Cincinnati, OH 45202
                  Tel: (513) 651-6156
                  Fax : (513) 651-6981

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Whayne Supply Co.           Trade Debt              $4,486,858
Joseph A. Yeorg
Section 310 Louisville, KY
40289
Tel: 502-774-4441

Walker Machinery Co.       Trade Debt               $2,767,137
Randy Trump
PO Box 2427
Charleston, WV 25329
Tel: 304-949-7272

Austin Powder Company      Trade Debt               $2,120,494
David True
25800 Science Park Drive
PO Box 6049-C
Cleveland, OH 44191
Tel: 216-464-2400

DBT America, Inc.          Trade Debt               $1,996,725
Kenny Madden
135 South La Salle
Chicago, IL 60674-3871
Tel: 724-743-1270

Nelson Brothers LLC        Trade Debt               $1,731,569
Tony Nelson
#20 Shades Creek Parkway
Suite 2000
Birmingham, AL 35209
Tel: 205-414-2900

Conex, Inc.                Trade Debt               $1,717,876
David Childs
3231 North Green River Road
Suite 240
Evansville, IN 47715
Tel: 812-402-4070

MMI Services, LLC          Trade Debt               $1,621,084
Kentucky Bank & Trust
Lockbox G
Russel, KY 41169

Randy Buickley
1512 North Big Run Road
Ashland, KY 41102
Tel: 606-928-0490

Ensign Bickford Co.        Trade Debt               $1,142,099
John Feasler
660 Hopmeadow St.
Simsbury, CT 06070-0483
Tel: 860-843-2690

MMI Services, LLC          Trade Debt               $1,135,700
Kentucky Bank & Trust
Lockbox G
Russel, KY 41169

Randy Buickley
1512 North Big Run Road
Ashland, KY 41102
Tel: 606-928-0490

Kentucky Oil & Refining    Trade Debt               $1,060,135
Co. Inc.
Dale Thomblison
155 Kentucky Oil Village
Betsy Layne, KY 41603
Tel: 606-478-9501

Mountain Valley            Trade Debt                 $980,184
Explosives
PO Box 488
Allen, KY 41601-0488

Jay McGehee
Mountain Valley Explosives
PO Box 488
7645 KY Route 1428
Tel: 606-874-2186

Raleigh Mine &             Trade Debt                 $874,504
Industrial Inc.
Phil Wilson
PO Box 72
1500 Mill Creek Road
Mont Hepe, WV 25880
Tel: 304-877-5503

Caterpillar Financial      Trade Debt                 $873,107
Services Corp.
Hubert G. Freund
2120 West End Avenue
Nashville, TN 37203-001
Tel: 615-341-1603

McAllister Machinery Co.   Trade Debt                 $756,599
Melissa Miller
7575 East 30th Street
Indianapolis, IN 46219
Tel: 317-545-2151

C&M Giant Tire LLC         Trade Debt                 $635,358
Ralph Chambers
PO Box 826
3546 N. KY Highway 15
Hazard, KY 41701
Tel: 606-487-8625

Logan Corp.                Trade Debt                 $529,980
J. Calvin Nelson
555 7th Avenue
Huntington, WV 25706
Tel: 304-526-4710

Hudson Company Inc.        Trade Debt                 $554,184
Steve Smith
PO Box 646
3800 Rebillo Road
Wincester, KY 40392-0646
Tel: 859-744-7040

Rocky Mountain Steel,      Trade Debt                 $543,994
Inc.
Tim Warner
59833 Highway 50
Olathe, CO 81425
Tel: 970-323-6323

Carter Machinery           Trade Debt                 $418,749
Butch Eddy
PO Box 3096
1330 Lynchburgh Turnpike
Salem, VA 24153
Tel: 540-387-1113

Mining Machinery Inc.      Trade Debt                 $414,514
Randy Brickley, Pres.
1512 N. Big Run Road
Ashland, KY 41101
Tel: 606-928-0490

Guttman Oil Co.            Trade Debt                 $414,514
Alan Sinning
PO Box 1728
Route 252 19 South
Elkins, WV 26241
Tel: 800-296-5823

Standard Hydraulics Inc.   Trade Debt                 $356,470
John Slevin
PO Box 446
2545 Route 60
Hurricane, WV 25506
Tel: 304-562-6182

Minserco, Inc.             Trade Debt                 $351,716
MB Unit 9465
Milwaukee, WI 53268

John Bosbous
1100 Milwaukee
South, WI 53172
Tel: 414-768-4126

Cook Tire Inc.             Trade Debt                 $335,094
PO Box 970
London, KY 40743-0970
Tel: 606-846-7721

Brandeis States Mine       Trade Debt                 $301,833
Supply Inc.
Dave Barnett
1801 Waterston Trail
Louisville, KY 40232-2230
Tel: 502-493-4300

Eastern States Mine        Trade Debt                 $295,313
Supply
Phil Wilson
RT 17 - PO Box 538
Madison, WV 25130
Tel: 304-369-6010

Blizzards                  Trade Debt                 $259,145
Phil Wilson
Eastern States Mine
Supply Inc.
Madison, WV 25130
Tel: 276-326-6111

OCR-Cobre Tire Center      Trade Debt                 $252,987
1621 A. West Murray
Farmington, NM 87401

Sharon Bennet
500 Capital of Texas
Austin, TX 78746
Tel: 512-328-3446

All Type Hydraulic         Trade Debt                 $247,857
Cylinder

Jenmar Corporation         Trade Debt                 $241,156

Baker Hughes Mining        Trade Debt                 $240,143
Tools Inc.

Palisade Constructors,     Trade Debt                 $237,528
Inc.

Rish Equipment Co.         Trade Debt                 $235,041

Caudill Seed Co., Inc.     Trade Debt                 $233,079

Cummins Cumberland Inc.    Trade Debt                 $229,021

Triune, Inc.               Trade Debt                 $227,548

Union Pacific Railroad Co. Trade Debt                 $222,859

Chevron, USA               Trade Debt                 $210,354

Trustees of the UMWA       Employee Benefits          $199,273
Combined Benefit Fund
371096

Rag Royalty Company        Trade Debt                 $198,866


IBASIS INC: Commences Trading on OTCBB Effective November 14
------------------------------------------------------------
iBasis, Inc., (OTCBB: IBAS) announced that after the close of
the market Wednesday, it received notice from The NASDAQ Stock
Market, Inc., that the Company's securities would be delisted
from trading on The NASDAQ National Market effective with the
opening of trading Thursday, November 14, 2002, due to the
Company not meeting certain minimum listing requirements.

iBasis stock began trading on the NASD-operated Over-the-Counter
Bulletin Board (OTCBB) under the symbol IBAS as of November 14,
2002.

"Our entry into and subsequent exit from the speech solutions
business resulted in negative shareholder equity and in our
falling out of compliance with NASDAQ listing requirements,"
said Ofer Gneezy, president and CEO of iBasis. "Over the past
year we have deleveraged our balance sheet and successfully
refocused the company on our core wholesale Internet telephony
business, in which we have become one of the ten largest
carriers of international voice traffic in the world. Although
disappointed in NASDAQ's decision, we have confidence in our
strategy and remain intensely focused on achieving our
profitability milestones no matter what exchange we're trading
on."

Founded in 1996, iBasis (OTCBB: IBAS) is a leading provider of
wholesale international telecommunications services to large
carriers and other service providers worldwide. Named by service
providers as the #1 international wholesale carrier in Atlantic-
ACM's 2002 International Wholesale Carrier Report Card, iBasis
is a preferred provider of international voice services for many
of the largest carriers in the world, including AT&T, Cable &
Wireless, China Mobile, China Unicom, Concert, Sprint,
Telefonica, Telenor, Telstra, and WorldCom. The company's global
VoIP infrastructure, The iBasis Network, spans more than 90 on-
net countries and is the world's largest international Cisco
Powered NetworkT for Internet Telephony. Based on its revenue
growth from 1997 through 2001, iBasis was named the #8 fastest-
growing technology company in North America and the #1 fastest-
growing technology company in New England in the Technology Fast
500 national program sponsored by Deloitte & Touche. The company
can be reached at its worldwide headquarters in Burlington,
Massachusetts, USA at 781-505-7500 or on the Internet at
http://www.ibasis.com

iBasis, Inc.'s June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $11 million.


ISEE3D INC: Bows-Out of Proposed Reverse Takeover Transaction
-------------------------------------------------------------
Isee3D Inc., (TSX Venture Exchange:YEY) has terminated the
proposed Reverse Takeover of Interactive Classified Corporation
and QuikView Inc.

The Board of Directors of the Company has concluded that the RTO
cannot proceed as originally conceived on the basis that the
Company is unable to meet all the requirements of the TSX
Venture Exchange as set out in its policies including the final
negotiation of definitive agreements in the short to medium
term.

"It is with great disappointment that the Company is obliged to
terminate the RTO due to its present inability to meet the
requirements of the TSX Venture Exchange including conditions
regarding financing. The Company has made every effort to bring
value to the shareholders with the acquisition of the target
companies by means of the RTO, but due to the Company's current
financial situation, the Company is faced with no other
alternative but to immediately cease active operations," said
Morden C. Lazarus, Chairman and C.E.O. of the Company.

Given these circumstances, the Company intends to immediately
cut all expenses and co-ordinate a survival mode until a
suitable alternative transaction can be found for the Company.
The Company and ICC intend to examine possible ways in which a
business combination between the two companies can be achieved
in the near future but there can be no assurance that such
transaction will ever be agreed to in principle, negotiated or
completed. The Company has also indefinitely postponed its
annual and special meeting of shareholders proposed to be held
on December 3, 2002.

In addition, the Company will examine all other options
available to it in respect of its core medical stereoscopic
imaging technology 3DC(r) and the Get Connected! telephony
technology held by the Company's wholly-owned subsidiary,
InstantLive Communications (YEY) Inc. In connection with the
previously announced loan transaction of up to an aggregate of
$350,000 to be made to the Company, the Company also announces
that the arms-length lender has advanced $150,000 to date and
was issued 750,000 bonus shares as previously disclosed, but
does not intend to advance the balance of $200,000. No further
shares will be issued nor will any further commissions be paid
in connection with this transaction.

The Company also announces the resignation of Sheldon Klein from
the Board of Directors, leaving Morden C. Lazarus, Dr. Jason K.
Rivers and Rene Arbic as the current directors of the Company.


IT GROUP: Has Until Jan. 13 to Remove Prepetition Civil Actions
---------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates obtained a third
extension of their Removal Period. Judge Mary Walrath further
extends the deadline for the Debtors to remove and transfer
pending proceedings to the Bankruptcy Court, to and including:

   (a) January 13, 2003; or

   (b) 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       removed. (IT Group Bankruptcy News, Issue No. 20;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


JONES MEDIA: Net Capital Deficit Nearly Doubles to $43 Million
--------------------------------------------------------------
Jones Media Networks, Ltd., an independent provider of network
radio and cable television programming, reported its results of
operations for the third quarter ended September 30, 2002. The
Company reported consolidated revenues for the third quarter of
2002 of $18.8 million, an increase of $0.6 million, or 3%, from
the same prior period. The Company generated $3.3 million of
consolidated EBITDA for the three months ended September 30,
2002, as compared to $2.0 million of consolidated EBITDA in the
prior year period, an increase of $1.3 million, or 65%
(consolidated EBITDA is defined as operating income plus
depreciation and amortization, plus impairment loss on satellite
transponder/uplink facility, plus amortization of cable
programming distribution payments, and adjusted to exclude
EBITDA attributable to the minority interest in Product
Information Network Venture). The Company's consolidated
operating loss for the quarter ended September 30, 2002
decreased $1.2 million, from an operating loss of $2.3 million
for the three months ended September 30, 2001 to an operating
loss of $1.1 million for the three months ended September 30,
2002. The Company's consolidated total net loss decreased $0.5
million, from $5.0 million to $4.5 million, for the quarter
ended September 30, 2002 compared to the similar prior year
period.

For the nine months ended September 30, 2002, the Company
reported consolidated revenues of $62.1 million, representing an
increase of $4.4 million, or 8%, from the same prior year
period. Reflected in this revenue increase is the approximate
$3.1 million net effect of a one-time payment made to the
Company in the second quarter in termination of an affiliated
party's remaining earth station and satellite transponder
service commitments. Consolidated EBITDA for the nine months
ended September 30, 2002 totaled $14.7 million, representing an
increase of $10.7 million, or almost three-fold increase, from
the comparable prior year period. The Company's consolidated
EBITDA from continuing operations increased $9.5 million, or
183%, from $5.2 million to $14.7 million, for the nine months
ended September 30, 2002 compared to the same prior year period.
The Company's consolidated EBITDA for the nine months ended
September 30, 2002 includes the approximate $3.1 million net
effect of the satellite services termination payment received
from an affiliated party during the second quarter. Consolidated
operating income for the nine months ended September 30, 2002
increased $8.9 million, from an operating loss of $7.5 million
in 2001 to operating income of $1.4 million. The Company's
consolidated net loss increased $3.8 million, from $16.3 million
for the nine months ended September 30, 2001 to $20.1 million
for the same period in 2002. This increase in net loss was
mainly due to a non-cash charge to goodwill of $10.7 million
recorded in the first quarter of 2002 relating to a partial
write-down of the goodwill recorded as part of the MediaAmerica
acquisition in 1998. This write-down was due to a change in
accounting principle.

Jones Media Networks' September 30, 2002 balance sheet shows a
working capital deficit of about $1.7 million, and a total
shareholders' equity deficit of about $43 million.

Mr. Jeff Wayne, President of Jones Media Networks, Ltd.,
commented: "We continue to be pleased with the year our network
radio business is having thus far in 2002. Our network radio
revenues grew by 27% for the quarter from a year ago, largely
due to the improved network radio advertising marketplace as
well as the audience growth from certain of our syndicated
programs. This revenue growth enabled us to generate $2.7
million of EBITDA from our network radio division, a 174%
improvement over the prior year period. Unfortunately, our cable
television programming businesses' top line continued to
struggle due to a difficult infomercial and national advertising
sales environment. Despite our cable television revenues
decreasing 15% for the quarter, we were encouraged to see our
cable television programming segment's EBITDA for the quarter
hold consistent with prior year due to a reduction in PIN's
affiliate rebate costs as well as other cost-cutting measures
undertaken by both GAC and PIN."

The Company's network radio business generated revenue and
EBITDA for the third quarter ended September 30, 2002 of $10.9
million and $2.7 million, respectively. This represents an
increase in revenue from the same prior year period of $2.3
million, or 27%, and an increase in EBITDA of $1.7 million, or
174%. The increase in revenue was mainly due to an overall
improvement in the network radio advertising marketplace in 2002
as compared to 2001. The advertising marketplace in the second
half of 2001 was negatively impacted by deteriorating economic
conditions and the events of September 11. In addition, revenues
increased in 2002 over prior year due to revenue generated from
programming launched in late 2001 and during the first nine
months of 2002. Network radio EBITDA increased primarily due to
the revenue growth discussed, as partially offset by a $0.6
million, or 7%, increase in cash operating expenses incurred
relating to higher sales and talent commissions driven by
revenue growth, as well as costs incurred relating to new
program offerings added earlier in the year. For the quarter
ended September 30, 2002, our network radio operating income
(loss) improved $2.3 million, from an operating loss of ($1.1)
million in the third quarter of 2001 to operating income of $1.2
million in 2002.

The Company's cable television programming operations consist of
its two cable networks, GAC and PIN, and their companion
websites. For the quarter ended September 30, 2002, the cable
television programming segment reported revenue and EBITDA (net
of the PIN Venture minority interest) of $7.4 million and $0.7
million, respectively, representing a decrease in revenue of
$1.3 million, or 15%, and flat EBITDA compared to the similar
prior year period. The cable television programming segment's
operating loss for the quarter ended September 30, 2002
increased $0.3 million, from an operating loss of $0.7 million
in the 3rd quarter of 2001 to an operating loss of $1.0 million
in 2002. PIN's total revenues declined $1.1 million, or 17%,
primarily due to the termination of a one-year advertising sales
agreement in June 2002 under which PIN earned higher average ad
sales rates for a daily block of infomercial inventory. GAC
revenues for the quarter decreased $0.2 million, or 9%, compared
to the similar prior year period due to weak national spot
advertising conditions existing during the third quarter of
2002, as well as a $0.1 million decrease in GAC's affiliate fee
revenues resulting from the bankruptcy of a certain cable system
operator and a license fee dispute with another cable system
operator. Although cable television programming revenues
decreased for the third quarter of 2002 as compared to 2001,
EBITDA for the cable television programming segment remained
consistent with the comparable prior year period mainly due to a
$1.2 million, or 18%, decrease in PIN affiliate rebates, as well
as a $0.1 million decrease in GAC Web site development and
support costs.

For the third quarter of 2002, revenues of the Company's
satellite service operations, consisting of satellite
transponder, uplinking and other related services, decreased
$0.4 million, or 47%, from $0.9 million for the three months
ended September 30, 2001 to $0.5 million for the current year
period. Satellite services EBITDA decreased $0.5 million, or
57%, from $0.8 million for the third quarter ended September 30,
2001 to $0.3 million for the comparable current year period. The
operating loss for this segment increased $0.8 million, from an
operating loss of $0.1 million for the third quarter ended
September 30, 2001 to an operating loss of $0.9 million for the
current year period. These decreases in revenue and EBITDA
reflect the cessation of revenues from an affiliated party which
made a one-time payment in termination of its remaining
satellite services commitments in the second quarter of 2002.
This termination payment totaled $3.5 million and was recognized
as revenue in the second quarter of 2002. Prior to this
termination of services, the Company earned satellite services
revenues from this affiliate of approximately $0.4 million per
quarter in 2002. In the fourth quarter of 2002, the Company
received an offer from an affiliated party to purchase the
Company's uplink facility, consisting solely of the facility's
building and land, at a purchase price of approximately $1.2
million. This purchase price is based on a real estate appraisal
performed for the uplink facility as of September 24, 2002.
Although the Company is still in negotiations with the
affiliated party concerning this transaction, the Company has
determined, based on this appraisal, that a write-down of the
book value of this facility as of September 30, 2002 is
required. As a result, the Company recorded a non-cash
impairment loss of approximately $0.5 million in the third
quarter of 2002.

Jones Media Networks, Ltd., is comprised of a leading
independent network radio business and two cable television
networks. It syndicates radio programming and services and reach
approximately 150 million listeners each week through our
network radio business. Its cable programming is delivered to
approximately 43 million cable viewing households on a full- or
part-time basis with its two cable television networks, Product
Information Network and Great American Country. In addition, the
Company owns satellite transponder space on two major domestic
satellites and operate its own broadcast facility and teleport,
enabling the Company to provide satellite services to facilitate
the distribution of programming and that of other companies. The
Company also develops and hosts complimentary Web sites for its
radio and cable television content.

Jones Media Networks, Ltd., is a majority-owned subsidiary of
Jones International, Ltd.  Formed in 1969, JI is the corporate
parent of multiple subsidiaries in the Internet, e-commerce,
software, education, entertainment, radio, and cable television
programming industries. JI is wholly owned by Glenn R. Jones who
serves as JI's Chairman of the Board, Chief Executive Officer
and President.


KMART: Homedics Fails to Obtain Stay Relief to Effect Setoff
------------------------------------------------------------
HoMedics USA, Inc., sells high-end home healthy care and
relaxation products to Kmart Corporation and its debtor-
affiliates on credit basis.  Before the Petition Date, the
Debtors returned certain unpaid merchandise to HoMedics.  As a
result, HoMedics owed the Debtors $806,317 for the returned
shipment.

On the other hand, the Debtors' Schedules filed with the Court
reflect a $3,761,653 unsecured non-priority claim owing to
HoMedics.  This is net of HoMedics' obligation with respect to
the returned merchandise.  The Debtors already set off the
Returned Merchandise Credit against HoMedics' prepetition claim.

HoMedics has a claim against the estates for the merchandise it
sold to the Debtors.  HoMedics claim is evidenced by two timely
filed proofs of claim:

(1) a proof of claim on behalf of Longacre Master Fund, Ltd, as
    assignee of the $3,761,653 Scheduled Claim; and

(2) a proof of claim for $1,691,589.  This Claim consists of the
    Returned Merchandise Credit, which amounts to $806,317 plus
    another $885,271 for HoMedics' prepetition merchandise that
    were not reflected in the Scheduled Claim.

Thus, HoMedics asks the Court to lift the automatic stay to the
extent necessary in order for it to exercise its setoff and
recoupment rights.  HoMedics want to effectuate a book-entry
setoff of the Returned Merchandise Credit against its
prepetition claim and then amend the HoMedics Claim accordingly.

Michael M. Eidelman, Esq., at Vedder, Price, Kaufman & Kammholz,
in Chicago, Illinois, asserts that the proposed setoff is
warranted since the $1,691,589 HoMedics Claim is comprised of
prepetition sales of goods to the Debtors, in accordance with
prepetition invoices.  In similar manner, the Returned
Merchandise Credit pertains to prepetition goods sold to the
Debtors that were returned pursuant to a prepetition credit
agreement.  Given that, the HoMedics Claim and the Returned
Merchandise Credit represent mutual debt, which arose
prepetition.

                         *     *     *

Finding no sufficient grounds to lift the automatic stay to
permit the setoff, Judge Sonderby denies HoMedics' request.
(Kmart Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


LEAP WIRELESS: Sept. 30 Balance Sheet Upside-Down by $131 Mill.
---------------------------------------------------------------
Leap Wireless International, Inc., (Nasdaq: LWIN) reported
results for the third quarter of fiscal year 2002. Leap reported
net customer additions of approximately 45,000, ending the
quarter with approximately 1.497 million Cricket(R) customers
and up from the 1.452 million customers that the Company
reported as of June 30, 2002. Leap, through its wholly owned
subsidiary Cricket Communications, Inc., offers Cricket, its
unlimited local wireless service, in 40 markets in 20 states
stretching from New York to California.

Key consolidated financial performance measures for the third
fiscal quarter of 2002 were as follows:

     -- Total revenues for Leap's operations were $155.2
million, an increase of $88.5 million over the comparable period
in the prior year and an increase of $4.1 million over the
$151.1 million reported for the previous quarter.

     -- Adjusted Earnings Before Interest, Taxes, Depreciation
and Amortization (EBITDA) loss for Leap was $26.7 million, $58.6
million less than the EBITDA loss reported for the comparable
period in the prior year and $5.3 million less than the EBITDA
loss of $32.0 million reported for the previous quarter. The
adjusted EBITDA loss of $26.7 million for the third quarter of
fiscal 2002 excludes an impairment charge equal to the remaining
goodwill balance of $26.9 million resulting from Leap's
acquisition in June 2000 of the remaining interest in Cricket
Communications Holdings, Inc., that the Company did not already
own.

     -- Adjusted net loss for Leap during the third quarter of
2002 was $155.6 million, which was $5.2 million less than the
net loss reported for the comparable period in the prior year
and $2.5 million less than the net loss of $158.1 million
reported in the previous quarter. The adjusted net loss of
$155.6 million for the third quarter of fiscal 2002 excludes the
impairment charge equal to the remaining goodwill balance of
$26.9 million and also excludes a gain of $39.5 million
recognized as a result of Leap's sale of its 20.1% interest in
Pegaso Telecomunicaciones to Telefonica Moviles S.A., in
September 2002. Net loss without adjustments during the third
quarter of 2002 was $143.0 million.

     -- Total consolidated cash and cash equivalents,
unrestricted investments and remaining deposit on Auction #35 as
of September 30, 2002 for Leap and its wholly-owned subsidiaries
were $183.5 million, of which $79.8 was held at Leap Wireless
International, Inc. and $103.7 was held at Cricket
Communications, Inc. and the subsidiaries of Leap that hold
assets that are used in the Cricket business or hold assets
pledged under Cricket's secured vendor credit facilities (the
Cricket Companies). Leap Wireless International, Inc., conducts
operations through its subsidiaries and has no independent
operations or sources of operating revenue other than through
dividends, if any, from its operating subsidiaries.

     -- Consolidated property and equipment, net of
depreciation, declined to $1,205.3 million at September 30,
2002, a decrease of $18.6 million from June 30, 2002, resulting
primarily from depreciation during the current period partially
offset by capital expenditures.

"During this challenging period in the industry and for our
company, our Cricket service remains a high quality, affordable,
wireless offering and we continue to lead the industry in
landline replacement," said Harvey P. White, Leap's chairman and
CEO. "We remain confident that we can, through our restructuring
efforts, create a stronger Cricket company better positioned for
the future that will continue to offer quality service to our
customers and provide good opportunities for our employees."

               Cricket Operational Highlights

Operational highlights from the third fiscal quarter of 2002
include:

     -- Overall non-selling cash costs per user per month (CCU)
for Leap's consolidated business remained among the lowest in
the wireless industry at approximately $21.10, down from the
$22.30 reported for the previous quarter.

     -- Billed average revenue per user per month (ARPU) was
approximately $37.80, compared to $38.37 reported for the
previous quarter.

     -- Overall cost per gross customer addition (CPGA) was
approximately $312, compared to $316 reported for the previous
quarter.

     -- Overall consolidated churn was approximately 4.5%,
compared to 4.6% reported for the previous quarter.

     -- Average minutes of use across all of Cricket's markets
was approximately 1,160 minutes per month, consistent with
historical usage trends.

"During the quarter we have remained focused on day-to-day
operations and have instituted initiatives that we anticipate
will have a positive impact on retention, net customer growth
and EBITDA," said Susan G. Swenson, Leap's president and chief
operating officer. "Cricket service continues to be the
communications choice for value conscious consumers in many
segments of the market and remains distinctly differentiated
from others in the wireless industry."

Other Highlights:

     -- Product Development -- As part of the Company's strategy
to align its product portfolio with its leadership position in
landline replacement, Leap implemented a new Cricket service
plan during the third quarter. Designed to improve the
competitive value of the Cricket service offering to the
customer, this new plan, called Cricket Talk, is expected to
offer one of the best values in wireless service with unlimited
local calling, 500 minutes of available domestic long distance
each month, and a package of calling features, all for a flat
rate of $39.99 per month. Customer acceptance of this new
offering has been strong since its introduction. Subsequent to
the end of the third quarter, the Company also introduced a new
billing process for new and reactivating customers that is
designed to further simplify billing and improve overall
customer satisfaction with the Cricket product. The Company
anticipates that over time this new process will improve
calculated CPGA and ARPU. Under this new billing method, new and
reactivating Cricket customers will receive a bill for service
early in their monthly billing cycle with payment due by the
last day of the billing cycle. As a result, the first month of
Cricket service will no longer be included in the purchase price
of the Cricket phone. Revenues generated by customers billed
under this method will be recognized only after payment is
received; therefore, the Company does not require a reserve for
bad debt for service revenues.

     -- Customer Retention -- Beginning in November, customers
who choose the Cricket Talk service plan will be required to
maintain active Cricket service for 12 months or pay an early
termination fee. Standard Cricket service will continue to be
offered without a time commitment or early termination fee. A
$15 non-refundable activation fee will apply to all new Cricket
and Cricket Talk customers and to those who switch their
existing rate plan. The Company continues to implement
additional customer retention strategies including improved
outbound calling campaigns, enhancements to the Company's
interactive voice response system and other targeted "win-back"
campaigns designed to bring selected former customers back to
Cricket service. These programs, along with additional
initiatives that the Company has in development, are
anticipated, over time, to reduce the churn rate of Cricket
customers.

     -- Business Security -- The Company believes it has
significantly reduced the level of fraudulent activity in its
business after taking aggressive steps to implement processes,
systems and controls designed to detect fraud and screen out
customers and dealers who engage in this type of activity. As a
result of the steps taken to increase the security of its
business, the Company has seen continuing improvement in the
reduction of potentially fraudulent customers during the third
quarter, and key metrics that measure this type of activity have
returned to levels at or better than those measured before the
fraud concerns surfaced earlier in the year.

     -- MCG Arbitration -- In August 2002, Leap, as ordered by
an arbitrator in connection with acquisitions of wireless
licenses in Buffalo and Syracuse, paid a purchase price
adjustment to MCG PCS, Inc., by issuing approximately 21 million
shares of its common stock to MCG. The issuance of these shares
constituted an event of default under Cricket's secured vendor
credit facilities. In October, the Company received NASDAQ Staff
Determination notices indicating that its common stock is to be
de-listed from the NASDAQ National Market because Leap did not
obtain stockholder approval prior to issuing shares of common
stock to MCG, Leap's common stock has traded below $1.00 per
share for at least 30 consecutive trading days and other factors
cited by the NASDAQ Staff.  NASDAQ has stayed the de-listing of
Leap's common stock pending the outcome of a hearing scheduled
for November 14, 2002. There can be no assurance that the NASDAQ
Listing Qualifications Panel will grant Leap's request for
continued listing. If Leap does not prevail in its appeal,
Leap's common stock will be de-listed from the NASDAQ National
Market without further notice. If Leap's stock is ultimately de-
listed, it may be quoted on the OTC Bulletin Board or on other
over-the-counter markets, although there can be no assurance
that Leap's common stock will be quoted for trading on any such
markets.

     -- Defaults under Credit Agreements -- As of September 30,
2002, Leap and its subsidiaries had debt totaling $2,159.8
million on a consolidated basis, including $1,511.6 million of
debt under Cricket's secured vendor credit facilities, net of
unamortized discounts. Cricket is in default under its secured
vendor credit facilities and has stopped paying interest and
fees under these facilities. These events of default provide the
secured vendor credit facility lenders with certain rights under
the credit agreements, including the right to declare the
existing loans to be immediately due and payable and to
foreclose on substantially all of the operating assets of Leap
that have been pledged to secure these outstanding loans. To
date, the secured vendor credit facility lenders have not
exercised their rights to accelerate loans or to foreclose on
the pledged assets. If Cricket's outstanding indebtedness under
the secured vendor credit facilities is accelerated, that
acceleration will provide the trustee of the indenture governing
Leap's senior notes and senior discount notes or the required
note holders with the right to declare Leap's notes to be due
and payable. If they chose to exercise their rights in the
future, the Company will likely seek the protection afforded by
Chapter 11 of the federal bankruptcy laws and any such exercise
would have a material adverse effect on the Company's business.

     -- Restructuring -- Leap and Cricket have retained UBS
Warburg to assist in exploring a restructuring of the
significant outstanding indebtedness of Leap and Cricket and to
assist in obtaining new sources of financing for Cricket. Leap
and Cricket have begun restructuring discussions with informal
committees of their respective creditors. Currently, the Company
believes that the value of its operating Cricket business is
higher than the value of Cricket's assets in liquidation. The
Company currently expects to restructure the Cricket
indebtedness and capital structure in a manner that would allow
the Cricket Companies to emerge from the restructuring with
significantly reduced indebtedness and the ability to continue
as a stronger business offering high quality, affordable
wireless service to customers and good opportunities for its
employees. No restructuring agreement has been reached, however,
and there can be no assurance that such an agreement will be
reached on terms that are acceptable to all of the parties
involved.  Because Cricket is currently unable to fully repay
the amounts outstanding under its loan facilities and has been
unable to raise new funds that would enable it to repay such
amounts, there is substantial risk that the stock of the Cricket
Companies has no value to Leap. Similarly, if Leap's notes were
declared due and payable, the creditors of Leap would have
claims in excess of the existing cash and other assets held by
Leap. Since Leap is currently unable to fully repay the amounts
outstanding under the indenture and has been unable to raise new
funds which would enable it to repay such amounts, there would
likely be no assets available for distribution to the
stockholders of Leap if the obligations under Leap's senior
notes and senior discount notes were to be accelerated. While
the management of Leap has requested a small equity
participation for the Leap common stockholders in a
restructuring, there is a substantial risk that Leap's existing
stockholders will lose all of the value in their investments in
Leap common stock in connection with any restructuring.
Investors in Leap common stock and other interested parties are
encouraged to reference Leap's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002 for additional discussion
relating to the Company's current financial condition.

                    Conference Call Note

As is typical for a corporation that has undertaken to
restructure its outstanding indebtedness, the Company will not
host a conference call in conjunction with its earnings release
for the third fiscal quarter of 2002.

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

At September 30, 2002, Leap Wireless' balance sheet shows a
working capital deficit of about $1.4 billion, and a total
shareholders' equity deficit of about $131 million.


LERNOUT & HAUSPIE: Belgian Protocol to be Implemented Under Plan
----------------------------------------------------------------
Lernout & Hauspie Speech Products, N.V.'s Liquidating Plan
contemplates a protocol governing the Belgian Case, pursuant to
which:

(a) Any Claim against or Equity Interest in L&H NV, proof of
    which was not filed in the Belgian Case, but proof of
    which Claim or Equity Interest was filed -- or scheduled
    -- in the Chapter 11 case of L&H NV in the United States,
    will be reconciled, compromised, settled, allowed, or
    liquidated in the Chapter 11 case and thereafter
    transferred to the Belgian Case;

(b) Any Claim against or Equity Interest in L&H NV, proof
    of which was filed in the Belgian Case, but proof of
    which Claim or Equity Interest was not filed in the
    Chapter 11 case in the United States -- or is not
    scheduled in the Chapter 11 case -- will be reconciled,
    compromised, settled, allowed, or liquidated in the
    Belgian Case;

(c) Solely with respect to persons who are domiciled within
    the United States, and who have filed both a U.S. Claim,
    and a duplicative proof of the U.S. Claim of the same type
    or kind in the Belgian Case, the U.S. Claims will be
    reconciled, compromised, settled, allowed, or liquidated
    in the Chapter 11 Case and thereafter transferred to the
    Belgian Case.

    The Duplicative Belgian Claims will be:

    -- disallowed in the Belgian Case, and

    -- expunged from the Claims register in the Belgian Case;

(d) With respect to Persons who are domiciled in Belgium, and
    who have filed both U.S. Claims and Duplicative Belgian
    Claims, the U.S. Claims will be disallowed in the Chapter
    11 Case and expunged from the Claims register in the
    Chapter 11 Case.  Such Duplicative Belgian Claims will be
    reconciled, compromised, settled, allowed, or liquidated
    in the Belgian Case; and

(e) With respect to persons who are neither U.S. Creditors nor
    Belgian Creditors, and who have filed both U.S. Claims and
    Duplicative Belgian Claims, the U.S. Claims will be
    disallowed and expunged from the Claims register in the
    Chapter 11 Case, and the Duplicative Belgian Claims will be
    reconciled, compromised, settled, allowed, or liquidated in
    the Belgian Case. (L&H/Dictaphone Bankruptcy News, Issue
    No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MAGELLAN HEALTH: Eyes Restructuring as Long-Term Fin'l Solution
---------------------------------------------------------------
Magellan Health Services Inc., may be facing the financial
equivalent of a nervous breakdown, Dow Jones reported. The
Columbia, Maryland-based company spent big money over the last
few years to become the nation's largest provider of mental
health benefits with more than 68 million members. But financial
troubles caused by declining membership, higher-than-expected
health-care costs and a debt-laden balance sheet have generated
speculation in some quarters about bankruptcy and pushed
Magellan's stock price so low it was thrown off the New York
Stock Exchange.

The only Wall Street analyst still covering the Magellan, J.P.
Morgan's Matt Ripperger, rates it at "underweight," which means
he believes the shares will underperform compared with other
stocks he follows. But some investors see better times ahead if
Magellan can successfully restructure its debt. Initially,
Magellan was looking for a refinancing package. But management
changed direction earlier this year, opting instead for a long-
term solution, and is now working with New York investment
banking firm Gleacher Partners LLC to lower and restructure its
debt. Magellan has not yet announced a plan for achieving that
end. And there is no timetable for an announcement, said company
spokeswoman Erin Somers. "It's still relatively early in the
process," Somers said, declining to reveal what options have
been discussed so far other than capital restructuring. (ABI
World, Nov. 12, 2002)

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1),
DebtTraders reports, are trading at 73 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MAIN STREET PICTURES: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Main Street Pictures, Inc.
                c/o Shooting Gallery, Inc.
                609 Greenwich Street
                New York, NY 10014

Involuntary Petition Date: November 13, 2002

Case Number: 02-43369                 Chapter: 11

Court: Southern District of New York  Judge: Stuart M. Bernstein
       (Manhattan)

Petitioners' Counsel:  Counsel for Natexis
                       Jonathan L. Flaxer, Esq.
                       Golenbock, Eiseman, Assor & Bell
                       437 Madison Avenue
                       New York, NY 10022
                       Tel: (212) 907-7300
                       Fax : (212) 754-0330

                              -and-

                       Counsel for Comerica Bank
                       Benjamin F. Green, Esq.
                       Comerica Bank/California
                       9777 Wilshire Boulevard
                       Beverly Hills, CA 90212

                              -and-

                       Counsel for the Writers Guild, Directors
                         Guild, & Screen Actors Guild
                       Joseph A. Kohansky, Esq.
                       Geffner & Bush
                       3500 West Olive Avenue
                       Burbank, CA 91505
                       Tel: (818)973-3200

Petitioners: Natexis Banques Populaires
             c/o Mark A. Harrington
             Senior Vice President and Manager
             1901 Avenue of the Stars, Suite 1901
             Los Angeles, CA 90067

                       -and-

             Comerica Bank - California
             Valerie Brosset, Vice President of Comerica
              Entertainment Group
             9777 Wilshire Boulevard
             Beverly Hills, CA 90212

                       -and-

             Writers Guild of America, West, Inc.
             Bonnie Moran, Associate Counsel
             7000 West, 3rd Street
             Los Angeles, CA 900048-4328

                       -and-

             Screen Actors Guild, Inc.
             Vicki Shapiro, Associate General Counsel
             5757 Wilshire Boulevard
             Los Angeles, CA 90036

                       -and-

             Directors Guild of America, Inc.
             Beverly Ware, Associate General Counsel
             7920 Sunset Boulevard
             Los Angeles, CA 90036

Amount of Claim: $10,686,000


MAXXAM INC: Third Quarter Results Swing-Down to Net Loss of $7MM
----------------------------------------------------------------
MAXXAM Inc., (AMEX:MXM) reported a net loss of $7.4 million for
the third quarter of 2002, compared to net income of $29.4
million for the third quarter of 2001. Net sales for the third
quarter of 2002 totaled $73.6 million compared to $504.1 million
in the same period of 2001.

For the first nine months of 2002, MAXXAM reported a net loss of
$69.4 million, compared to net income of $52.0 million for the
same period of 2001. Net sales for the first nine months of 2002
were $382.3 million compared to $1,564.7 million for the first
nine months of 2001.

MAXXAM reported operating income of $4.8 million for the third
quarter and an operating loss of $15.5 million for the first
nine months of 2002, compared to an operating loss of $34.3
million and operating income of $144.8 million for the
comparable periods of 2001.

The foregoing differences between the results for the 2001 and
2002 periods are primarily attributable to the deconsolidation
of Kaiser Aluminum's financial results, as discussed below. The
deconsolidation of Kaiser is also the primary cause for the
changes between the 2001 and 2002 periods for other income and
expenses, interest expense and minority interests.

      Impact of Kaiser Aluminum's Chapter 11 Reorganization

MAXXAM holds 62% of Kaiser Aluminum. On Feb. 12, 2002, Kaiser
Aluminum filed for Chapter 11 reorganization. In accordance with
generally accepted accounting principles (GAAP), this Chapter 11
filing resulted in MAXXAM's decision to deconsolidate Kaiser's
financial results beginning Feb. 12, 2002. Kaiser Aluminum's
decision to file for Chapter 11 reorganization has not had, nor
is it expected to have, any effect on the employees, vendors, or
customers of MAXXAM's forest products, real estate, or racing
operations.

Excluding aluminum operations, MAXXAM reported net sales of
$73.6 million and $214.8 million for the third quarter and first
nine months of 2002, respectively, versus $73.8 million and
$207.3 million for the same periods of 2001. Operating income,
excluding aluminum operations, was $4.8 million for the third
quarter and $8.1 million for the first nine months of 2002,
compared to operating income of $0.4 million for the third
quarter and an operating loss of $11.3 million for the first
nine months of 2001.

The net loss, excluding aluminum operations, was $7.4 million
and $21.0 million for the third quarter and first nine months of
2002, respectively, as compared to $13.4 million and $27.9
million for the same periods of 2001.

                    Forest Products Operations

Net sales increased for the third quarter and first nine months
of 2002, as compared to the third quarter and first nine months
of 2001, primarily due to increased shipments of redwood common
grade lumber. Growth in net sales was negatively impacted by a
decline in shipments of Douglas-fir lumber and lower average
sales prices for redwood lumber. Operating results improved for
the third quarter and first nine months of 2002, as the segment
was able to increase shipments while lowering cost of sales and
operations. The decline in operating expenses primarily reflects
the benefits of cost saving measures taken in late 2001 and
early 2002.

                     Real Estate Operations

Net sales decreased for the third quarter and first nine months
of 2002 versus the third quarter and first nine months of 2001
primarily as a result of lower real estate sales at the
Company's Fountain Hills development project. The decrease in
net sales for the first nine months of 2002 as compared to the
year ago period was offset slightly by rental income from the
Lake Pointe Plaza office complex acquired in June 2001.
Operating income for the third quarter and first nine months of
2002 decreased from the same periods of 2001 primarily as a
result of lower real estate sales.

                         Racing Operations

Net sales were substantially unchanged for the third quarter and
first nine months of 2002 over the comparable prior year
periods. Operating results decreased slightly for the third
quarter and the first nine months of 2002 versus the comparable
prior year period due to increased marketing and administrative
expenses.

                          Other Matters

As previously announced in prior earnings statements, MAXXAM may
from time to time purchase shares of its common stock on
national exchanges or in privately negotiated transactions.

                            *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's ratings on Maxxam Inc., and Pacific Lumber Co., remain on
CreditWatch with negative implications where they were placed
January 15, 2002. Maxxam Inc., guarantees the 12% senior secured
notes due Aug. 1, 2003, at its Maxxam Group Holdings Inc.,
subsidiary. The actions on MAXXAM and Pacific Lumber reflect
concerns regarding Kaiser as well as issues affecting the wood
products business. Wood product market conditions are weak, with
oversupply and soft demand resulting in volatile pricing for
lumber and logs. In addition, the company has not always been
able to harvest at desired levels because the governmental
approval process has been slow, although it has reportedly
improved recently. Still, recent cost cutting measures and a
focus on unit cost optimization, should improve cash flow and
earnings coverages.

               Ratings Remaining on CreditWatch
                       with Negative Implications

     MAXXAM Inc.                                     Ratings
        Corporate credit rating                        B
        Senior secured debt                            CCC+

     Pacific Lumber Co.
        Corporate credit rating                        B

     Maxxam Group Holdings Inc.
        Senior secured debt                            CCC+
        (gtd. by MAXXAM Inc.)


MCCRORY CORP: DE Court Fixes November 27 Administrative Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware schedules
the deadline by which creditors or McCrory Corporation and its
debtor-affiliates must file their requests for allowance of
administrative claims against the Debtors' estates.  The
deadline is November 27, 2002.

All Administrative Claims must be received on or before 4:00
p.m., Prevailing Eastern Time, on the Administrative Claims Bar
Date by:

          The Altman Group, Inc.
          60 East 42nd Street
          New York, NY 10165
          Attn: McCrory Claims Processing

Administrative claims exempted on the Administrative Bar Date
are:

     i) U.S. Trustee's claims under 28 U.S.C. Section
        1930(a)(6);

    ii) administrative claims as to whom the Court has entered a
        later bar date; and

   iii) administrative claims previously allowed by order of
        this Court.

McCrory Corporation filed for chapter 11 protection on September
10, 2001. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young & Jones P.C., represents the Debtors


MISSION RESOURCES: S&P Ratchets Corp. Credit Rating Down to B
-------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Mission Resources Corp. to 'B' from 'B+', its
subordinated debt rating to 'CCC+' from 'B-', and its senior
secured debt rating to 'BB-' from 'BB' and removed the ratings
from CreditWatch, where they were placed with negative
implications on March 12, 2002. The outlook is negative.
Houston, Texas-based Mission, a small, independent oil and gas
exploration and production company, has about $232 million of
debt outstanding.

"The ratings downgrade reflects Mission's burdensome debt
leverage with limited, near-term prospects for significant
deleveraging, an eroding financial profile, and a likely decline
in production through 2003, because of reduced capital spending
and asset sales completed during 2002," noted Standard & Poor's
credit analyst Steven K. Nocar.

The ratings on Mission reflect its participation in the
volatile, cyclical, and capital-intensive E&P segment of the
petroleum industry, with aggressive financial leverage, a small
reserve base, and high operating expenses.

As of January 1, 2002, Mission had proven reserves of 67 million
barrels of oil equivalent (boe) (74% proved developed, 60% oil)
located primarily in the Permian Basin (39% of reserves) and the
onshore Gulf Coast (39%) and East Texas (10%). Management has
not publicly released information regarding the total amount of
reserves sold over the first three quarters of 2002, thus making
it difficult to estimate the current size of Mission's
diminished reserve base, pro forma for asset sales.

Mission's current operating costs (second-quarter 2002) are much
worse than average, at $9.30 per boe, compared with peer
averages of about $4.20 per boe, which is attributed to the high
costs associated with secondary recovery techniques employed in
the Permian basin and East Texas. In the future, management
expects that operating costs will fall to about $8.00 per boe
because of the recent divestiture of high-cost properties in the
Permian and East Texas.


NATIONAL STEEL: Iron Ore Secures Stay Relief to Setoff Claims
-------------------------------------------------------------
Iron Ore Company of Canada reached an agreement with National
Steel Corporation and debtor-affiliates, the Official Committee
of Unsecured Creditors and the Ad Hoc Committee of the Holders
of the First Mortgage Bonds, 9-7/8% due 2009 issued by National
Steel Corporation, to resolve the Motion and the Ad Hoc
Committee's Objections.

Pursuant to a Court-approved stipulation, the parties agree:

A. to modify the automatic stay and allow Iron Ore to set off
   the National Steel Claim against the Iron Ore Claim, without
   further Court order.  The setoff will reduce the Iron
   Ore Claim by $1,109,817 to $139,708,444.32 and the National
   Steel Claim to nil;

B. that nothing in this Stipulation will affect or impair the
   respective rights of:

    -- the Debtors, the Creditors' Committee and the Ad Hoc
       Committee to object to the Iron Ore Claim;

    -- Iron Ore to assert, pursue and defend the Iron Ore Claim
       and respond to any objections;

    -- the Debtors to seek payment of the National Steel Claim
       from Iron Ore:

       (a) if, and only if, the total amount of the Iron Ore
           Claim is determined to be less than the Setoff Amount
           by a final, nonappealable order of this Court; and

       (b) to the extent, and only to the extent, of any
           difference between the Setoff Amount and the Allowed
           Claim Amount; and

    -- Iron Ore to assert any rights, arguments and defenses
       that it may have with respect to the National Steel Claim
       to the extent that the Debtors pursue payment of the
       claim;

C. that Exhibit C to the Iron Ore Motion is a "suppressed
   document" pursuant to Local Rule 401;

D. that without further Court order, the review of Exhibit C
   will be restricted to:

    * this Court;
    * the Debtors and their counsel;
    * the counsel to the Creditors' Committee;
    * the counsel to the Ad Hoc Committee;
    * Iron Ore and its counsel and other agents; and
    * any individual or entity given written permission by Iron
      Ore to review Exhibit C.

   The parties -- other than Iron Ore and its counsel and other
   agents -- will use Exhibit C only for purposes of evaluating
   the Iron Ore Motion and will keep the exhibit and its
   contents in the strictest of confidence; and

E. that any copies of Exhibit C filed with the Court will be
   withdrawn by Iron Ore.  The counsel to the Creditors'
   Committee and the Ad Hoc Committee will use their best
   efforts to return all copies of Exhibit C to Iron Ore's
   counsel or provide Iron Ore's counsel with written
   confirmation of the destruction of the copies. (National
   Steel Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)

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.


NEOTHERAPEUTICS: Sept. 30 Working Capital Deficit Tops $1 Mill.
---------------------------------------------------------------
NeoTherapeutics Inc. (Nasdaq: NEOT) reported a net loss for the
third quarter ended September 30, 2002 of $2.4 million, compared
to a net loss of $6.0 million for the third quarter ended
September 30, 2001. The decrease in net loss during the third
quarter principally reflects the recognition of $2 million in
licensing fee revenue from GPC Biotech, the reduction in
expenses caused by the completion of a large clinical trial in
April of this year as well as cost reduction efforts implemented
upon change in management at the Company during August 2002.

The Company had a net loss for the first nine months of 2002 of
$13.8 million, compared to a net loss of $18.1 million in the
2001 prior year period. The decrease in net loss during the nine
months principally reflects the recognition of $2 million in
licensing fees from GPC Biotech, the reduction in expenses
caused by the completion of a large clinical trial in April of
this year, as well as cost reduction efforts implemented at the
Company.

Revenues for the third quarter increased from $8,334 in 2001 to
$2,008,334 in 2002. This increase reflects the recognition of a
$2 million licensing fee from GPC Biotech. On September 30,
2002, the Company announced that it had entered into a co-
development and licensing agreement with GPC Biotech for
NeoTherapeutics prostate cancer drug satraplatin, wherein the
Company received $2 million up-front, and can receive additional
licensing and milestone payments totaling $20 million.

In August 2002, the Company announced and implemented a major
restructuring and refocused its development efforts on its anti-
cancer drug pipeline. As a result of this restructuring the
Company incurred approximately $1.4 million in non-recurring
expenses in the third quarter ended September 30, 2002.

For the third quarter, research and development expenses
decreased from $4.7 million in 2001 to $2.7 million in 2002. The
decrease in research and development expense reflects a decrease
in expenses related to the completion of a large clinical trial
in April of this year and two smaller clinical trials in the
second quarter, and due to cost reduction efforts including a
major restructuring of the Company in August of 2002. General
and administrative expenses decreased from $1.5 million during
the third quarter of 2001 to $0.5 million during the third
quarter of 2002. The decline principally reflects a decrease in
salary and related expenses due to reductions in workforce
implemented at the Company during 2002.

During the third quarter of 2002, the Company raised
approximately $1 million in cash through the sale of common
equity. In addition to cash and equivalents on hand of $296,422
at September 30, 2002, the Company had a licensing fee
receivable of $2 million. Payment of this receivable was
received on October 9, 2002. Shares of common stock outstanding
on September 30, 2002 were 1,590,112 after the effect of a 25
for 1 reverse stock split implemented on September 6, 2002.

While monthly expenses, excluding restructuring charges, for the
third quarter averaged $1.0 million per month, a large portion
of the expenses were incurred prior to the Company's
restructuring in mid-August. As a result of the restructuring
and refocus of the Company, NeoTherapeutics has targeted monthly
expenses for the fourth quarter of 2002 of less than $500,000
per month. The Company expects monthly expenses for 2003 to fall
to less than $300,000, as further cost-cutting measures take
effect, and as GPC Biotech assumes the costs of satraplatin
development.

At September 30, 2002, the Company's balance sheet shows that
total current liabilities exceed total current assets by about
$1 million.

NeoTherapeutics seeks to create value for shareholders through
the development of in-licensed drugs for the treatment and
supportive care of cancer patients. The Company's lead drug,
satraplatin, is a phase 3 oral, anti-cancer drug. Elsamitrucin,
a phase 2 drug, will initially target non- Hodgkin's lymphoma.
NeoquinT is being studied in the treatment of superficial
bladder cancer, and may have applications as a radiation
sensitizer. The Company also has a pipeline of pre-clinical
neurological drug candidates for disorders such as attention-
deficit hyperactivity disorder, schizophrenia, mild cognitive
impairment and pain, which it is actively seeking to out-license
or co-develop. For additional information visit the Company's
Web site at http://www.neot.com


NEW WORLD RESTAURANT: Annual Shareholders' Meeting Set for Dec 6
----------------------------------------------------------------
The 2002 Annual Meeting of Stockholders of New World Restaurant
Group, Inc., a Delaware corporation, will be held on December 6,
2002 at 10:00 a.m., Eastern Time, at Proskauer Rose LLP, 1585
Broadway, New York, New York 10036 for the following purposes:

        1. to consider and vote upon a proposal to amend the
           Company's Certificate of Incorporation by modifying
           the Certificate of Designation, Preferences and
           Rights of Series F Preferred Stock;

        2. to consider and vote upon a proposal to increase from
           750,000 to 6,500,000 the number of shares with
           respect to which options and other awards may be
           granted under the Company's 1994 Stock Plan;

        3. to ratify the appointment of Grant Thornton LLP as
           independent accountants of the Company for the fiscal
           year ending December 31, 2002; and

        4. to transact such other business as may properly come
           before the Annual Meeting and any and all
           adjournments thereof.

The Board of Directors has fixed the close of business on
November 11, 2002 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual
Meeting and any and all adjournments.

New World is a leading company in the 'quick casual' sandwich
industry. The Company operates stores primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises stores under the Manhattan Bagel and Chesapeake Bagel
Bakery brands. As of October 2, 2001, the Company's retail
system consisted of 494 company-owned stores and 294 franchised
and licensed stores. The Company also operates three dough
production facilities and one coffee roasting plant.

                         *    *    *

As reported in Troubled Company Reporter's October 22, 2002
edition, Standard & Poor's placed its triple-'C'-plus corporate
credit rating on quick-casual restaurant operator New World
Restaurant Group Inc., on CreditWatch with negative implications
following the company's announcement that it has retained CIBC
World Markets Corp., as its financial advisor to rationalize its
capital structure.


OWENS CORNING: Signs-Up Goldsmith Agio as Investment Bankers
------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the Court's
authority to employ Goldsmith Agio Helms Securities Inc. as
investment bankers, nunc pro tunc to October 15, 2002.

Maria Aprile Sawczuk, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that the Debtors want Goldsmith to
assist them with the sale of their non-core and non-strategic
assets.

The Debtors were impressed by the firm's extensive experience
and reputation with respect to mid-market transactions and its
familiarity with the Debtors' assets.  Goldsmith also has
experience in Chapter 11 cases, having been retained as the
investment banker in the Chapter 11 cases of LLS Corp. and Tri-
Valley Growers.  Because of its reputation and extensive
experience, Goldsmith will add greater credibility to the
Debtors' sale efforts and will boost the confidence of creditors
and other parties-in-interest.

As investment banker, Goldsmith is expected to:

A. develop a list of potential buyers whom Goldsmith believes
   in good faith to be financially qualified and potentially
   interested in participating in a transaction for the sale of
   the Debtors assets;

B. contact the prospective buyers on the Debtors' behalf and,
   as appropriate, arrange for and orchestrate meetings between
   the prospective buyers and the Debtors;

C. with the Debtors' approval, assist in the preparation of a
   confidential memorandum describing the assets and other
   analyses and data as may be reasonably requested by the
   prospective buyers;

D. present to the Debtors all proposals from the prospective
   buyers and making recommendations as to the appropriate
   negotiating strategy and course of conduct;

E. assist in all negotiations and in all document review as
   reasonably requested and directed by the Debtors; and

F. provide additional services upon request of the Debtors.

The Debtors will pay Goldsmith:

-- a $25,000 flat monthly fee payable in advance; and

-- an Accomplishment Fee based on a percentage of the total
   consideration received for the Debtors' assets, calculated in
   accordance with this table:

   Total Consideration             Accomplishment Fee Percentage
   --------------------            -----------------------------
    up to $50,000,00                1.50% of the amount, plus
    $50,000,000 to $55,000,000      2.25% of the amount, plus
    $55,000,000 to $60,000,000      2.50% of the amount, plus
    $60,000,000 to $70,000,000      3.00% of the amount, plus
    $ in excess of $70,000,000      4.00% of the amount

The monthly fees paid to Goldsmith will be deducted from the
Accomplishment Fee.

Goldsmith Managing Director David Santoni tells the Court that
the Firm researched its client files and records and its
subsidiaries with respect to securities positions, advisory
services and loans to determine whether Goldsmith had any
connection with the parties-in-interest in the Debtors' cases.

The research indicated that neither Goldsmith nor its affiliates
has or had any connections with any of those entities or
individuals.  However, Mr. Santoni discloses that present and
former clients of Goldsmith may have past or ongoing
relationships with the parties-in-interest in the Debtors'
cases, which Goldsmith is not privy to.  If any relationship is
known, Goldsmith will promptly inform the Court.

Nevertheless, Mr. Santoni asserts that Goldsmith is a
disinterested person as the term is defined in Section 101(14)
of the Bankruptcy Code in that Goldsmith, its officers,
directors and employees:

-- are not creditors, equity security holders or insiders of the
   Debtors;

-- are not and were not investment bankers for any outstanding
   security of the Debtors;

-- have not been, within three years before the Petition Date,
   investment bankers for the security of the Debtors or an
   attorney for an investment banker in connection with the
   offer, sale, or issuance of the Debtors' security; and

-- are not and were not, within two years before the Petition
   Date of, a director, officer, or employee of the debtors or
   of any investment banker. (Owens Corning Bankruptcy News,
   Issue No. 40; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


PACIFIC GAS: Files Rate Case to Raise Gas & Electricity Prices
--------------------------------------------------------------
As required by the California Public Utilities Commission,
Pacific Gas and Electric Company today filed its 2003 General
Rate Case application to establish CPUC-authorized gas and
electric distribution revenues.

In April of this year, the company submitted to the Office of
Ratepayer Advocates a Notice of Intent for its 2003 GRC
proceeding. In that notice, the company provided detailed
information about the costs associated with delivering natural
gas and electricity to customers' homes and businesses. Today's
action formally files with the CPUC the detailed information
submitted to the ORA in April.

The company is not seeking a change in total electric rates at
this time. The request would include a modest increase to the
average natural gas bill for residential customers of $1.56 per
month (4.1 percent), from $37.95 to $39.51.

The filing represents increases of $105 million for natural gas
and $447 million for electric, or a total of $552 million above
the current level of authorized distribution revenues.

Since 1998, generation-related costs have been addressed a
separate proceeding. For this case, the CPUC has directed the
company to include these costs with the distribution request. In
meeting that new requirement, the company has included an
additional $61 million for the operations and maintenance of the
company's 6,400 MW of retained generation and for purchasing
power from small, independent power producers including
cogeneration and renewable resources.  PG&E's retained
generation includes the company's hydroelectric system, Diablo
Canyon and the remaining fossil-fueled power plants.

Revenue increases are required for gas and electric distribution
to meet the needs of hundreds of thousands of new customers,
maintain current service levels to existing customers, and to
adjust for wages and inflation. From 2000 through 2002, Pacific
Gas and Electric Company invested a total of $3 billion dollars
into its gas and electric distributions systems to keep the
lights on and the gas flowing. In that same timeframe, the
company added approximately 300,000 new customers. To meet those
customers' needs, the company installed 2,500 miles of overhead
electric lines, 1,800 miles of underground electric lines and
1,350 miles of gas pipeline. In 2003, the company expects to
invest another $1 billion on distribution infrastructure
improvements to serve customers.

The CPUC requires that a General Rate Case -- an exhaustive
regulatory review of utility operations and costs -- be
performed every three years. The last such GRC process for
Pacific Gas and Electric Company was for 1999, and resulted in
the CPUC approving a $469 million increase over 1996 levels, for
an average yearly increase in base revenues of $156 million.
This filing includes an average annual increase of approximately
$175 million, similar to the rate of growth the CPUC approved in
the 1999 GRC.

The filing is also similar in size and consistent in scope with
other investor owned utilities in California, including Southern
California Edison, which recently submitted its request for a
2003 electric-only cost increase of $500 million above levels
set four years ago.

The next steps in the GRC regulatory review process include the
CPUC assigning a Commissioner and an administrative law judge to
oversee the case. In addition, public hearings will allow public
participation prior to the CPUC making its decision. The
Commission has indicated they will issue a decision on this GRC
no sooner than mid-2003. The utility will request that once
approved, the distribution revenue increase would become
effective as of January 2003.

For more information about Pacific Gas and Electric Company,
please visit its Web site at http://www.pge.com


PATHMARK: Lowered Earnings Guidance Spurs S&P to Revise Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on
regional supermarket operator Pathmark Stores Inc., to negative
from stable based on Pathmark's revised earnings guidance for
both its fiscal third quarter 2002 and full-year 2002.

At the same time, Standard & Poor's affirmed its double-'B'-
minus corporate credit rating on the company. Carteret, New
Jersey-based Pathmark has approximately $460 million of debt.

The company now expects EBITDA for fiscal 2002 will be between
$175 million and $180 million compared with previous guidance of
$190 million - $195 million. The company also amended its credit
agreement in the third quarter, changing its leverage ratio
covenant through third quarter 2002 and has initiated
discussions with its bank group about further amending its
leverage ratio covenant beyond fiscal 2002.

"Pathmark continues to face competitive pricing and more
selective customer shopping trend due to the weakened economy,"
said Standard & Poor's credit analyst Patrick Jeffrey. He added,
"Should these factors continue on a longer-term basis, the
ratings could be lowered if Pathmark is not able to stabilize
earnings and get further relief under its financial covenants."

The ratings on Pathmark reflect its participation in the highly
competitive supermarket industry and its continued need to make
improvements to its store base since its emergence from
bankruptcy in September 2000. These risks are somewhat mitigated
by the company's leading market position in the greater New York
metropolitan area.

Pathmark competes in the highly competitive supermarket industry
in both the greater New York and Philadelphia metropolitan
markets. Although these markets have some protection from
supercenters and national supermarket chains, pricing and the
ability to secure good real estate for store growth remain
competitive challenges. Because of a highly leveraged capital
structure resulting from a leveraged buyout in the 1980s,
Pathmark had been unable to make substantial investments in its
stores or make competitive promotional offers.


PG&E CORP: Financial Performance Slows Down in Third Quarter
------------------------------------------------------------
PG&E Corporation (NYSE: PCG) earned $466 million in total net
income for the third quarter of 2002. The Corporation earned
$771 million for the same quarter in 2001.

On an operating basis, the Corporation reported earnings both
excluding and including $376 million of "headroom." Excluding
headroom, earnings from operations were $274 million, compared
with $256 million for the same quarter last year. Including
headroom, earnings from operations for the quarter were $650
million, compared with $892 million for the same quarter in
2001.

Headroom reflects the partial recovery of prior uncollected
wholesale power and transition costs which the company was
required to write off during the energy crisis.

"Our focus in the third quarter remained on solid fundamental
operating performance, advancing toward confirmation of Pacific
Gas and Electric Company's plan of reorganization, and working
closely with PG&E National Energy Group's lenders toward longer
term solutions to current financial challenges," said Robert D.
Glynn, Jr., Chairman, CEO and President of PG&E Corporation.

Total net income for the third quarter also reflected a number
of items impacting comparability with third quarter 2001
operating results. The most significant items included
incremental interest costs of $75 million, or $0.18 per share,
associated with the energy crisis and the utility's Chapter 11
filing; $71 million of charges to reflect reductions in the
value of goodwill; $18 million for impairment losses associated
with certain equipment for the PG&E NEG's dispersed generation
program; $68 million of costs associated with the $600 million
term loan repaid to GE Capital in late August and the related
waiver obtained from the other Corporation lenders; $11 million
of restructuring costs at PG&E NEG; and bankruptcy-related costs
of $32 million, generally consisting of external legal and
financial advisory fees. These charges were offset partially by
$42 million in gains reflecting the change in the market value
of PG&E NEG warrants issued in connection with the Corporation's
term loan agreement; $6 million for a change in mark-to-market
accounting methodology at PG&E NEG; and $43 million in tax
benefits related to PG&E NEG's synthetic fuel investment tax
credits.

The Corporation's quarterly report on Form 10Q, to be filed with
the U.S. Securities and Exchange Commission, also discloses the
earnings impact of accounting for stock options if the company
were to record them as an expense. For the third quarter,
accounting for stock options as an expense would have reduced
earnings by $0.02 per share.

                Pacific Gas and Electric Company

Not including headroom, the Corporation's California utility
business, Pacific Gas and Electric Company, contributed $232
million to earnings from operations for the quarter, compared
with $192 million for the same period in 2001.

Third quarter 2002 results were higher primarily because they
include the continuing benefit of CPUC-authorized revenue
adjustments granted last year to cover the costs associated with
growth in the utility's rate base and inflation during 2001.
Third quarter 2001 did not include the adjustment because it
occurred and was booked entirely in the fourth quarter. This
year, however, the benefit has been partially offset by the fact
that to date no adjustment has been authorized to cover these
costs for 2002.

Earnings from operations including headroom were $608 million
for the quarter, compared with $828 million for the same quarter
last year.

Operational performance at the utility remained strong in the
third quarter, as the utility continued to deliver safe,
reliable electric and gas service. The utility also received
high marks from customers responding to its customer service
survey, with more than 90 percent rating their service as good,
very good or excellent.

"Our utility team continues to deliver more than just safe,
reliable electricity and natural gas service to our 14 million
customers," said Glynn. "We're delivering nationally recognized
award-winning energy efficiency and conservation programs,
environmental leadership in such areas as greenhouse gases and
federal clean air legislation, programs to help customers who
are economically at risk, an award-winning equal opportunity
purchasing program that helps thousands of small businesses, and
support for hundreds of local organizations and programs in
various communities. And we're doing this with the lowest
system-wide average electric rates among California's three
largest investor-owned utilities. This performance continues to
provide a solid foundation for us to move forward with the
utility's plan of reorganization."

Progress on the plan of reorganization in the third quarter
included several significant milestones. The plan received the
overwhelming approval of nine out of 10 voting creditor classes,
allowing the plan to move forward into the confirmation process,
which is scheduled to begin November 18. Also important, the
U.S. District Court ruled in the company's favor affirming that
the federal bankruptcy law allows state law to be expressly
preempted in order to confirm a plan of reorganization. More
recently, an administrative law judge with the Federal Energy
Regulatory Commission issued a preliminary decision approving
the long-term power contract proposed as part of the utility's
plan.

                    PG&E National Energy Group

The Corporation's national wholesale energy business, PG&E
National Energy Group, reported earnings from operations of $33
million for the quarter, compared with earnings from operations
of $77 million for the third quarter of last year.

PG&E NEG's third quarter earnings from operations included a
contribution of $0.04 per share from the unit's Integrated
Energy and Marketing segment, compared with $0.18 per share for
the same quarter last year. The difference primarily reflects
lower power prices in New England for the third quarter of 2002,
a change in the value of certain long-term contracts that is
reflected in operating results, and the absence of any portfolio
management transactions like the sale of the Otay Mesa power
project which contributed income to the third quarter of 2001.

Performance on the PG&E NEG's Northwest natural gas pipeline,
which operates almost entirely under long-term contracts,
remained solid for the third quarter. The Interstate Pipeline
Operations segment of the PG&E NEG contributed $0.05 per share
for the quarter, compared with $0.05 per share for the same
quarter of 2001.

PG&E NEG moved forward in the third quarter with previously
announced plans to reduced its annual expenses through staff
reductions and other cost cutting steps. For example, PG&E NEG
recently announced its plans to shut down its Spencer Station
Generating facility in Texas by the end of 2002. These steps are
expected to achieve an annual reduction rate of $50 million in
expenses from 2001 levels, exceeding the initial goal of
achieving a $40 million reduction. Third-quarter results include
a pre-tax non-operating charge of $19 million to reflect the
costs of implementing these plans.

In addition to expense reductions, PG&E NEG has continued to
seek opportunities for transactions to reduce debt and increase
liquidity. In the fourth quarter, PG&E NEG signed an agreement
in principal to sell one-half of its 50 percent interest in the
Hermiston Generating plant in Oregon.

PG&E NEG is continuing talks with several groups of lenders and
debt holders to reach a resolution to the financial challenges
associated with recent credit downgrades and weak wholesale
power market conditions. Because its finances are not sufficient
to meet its obligations to these parties, PG&E NEG is seeking to
reach agreement with the parties on a proposed comprehensive
debt restructuring plan. Elements of the restructuring may
include abandoning, selling or transferring certain assets and
continuing to reduce the company's energy trading activities.

                         PG&E Corporation

Third quarter results also included $9 million in earnings from
operations at the holding company, reflecting consolidated tax
benefits.

During the quarter, the Corporation worked with lenders under
its term loan agreement to eliminate credit ratings triggers
associated with PG&E NEG and provide for an additional $300
million in loans. Those efforts led to a new credit agreement
signed in October. The new $300 million replaced a portion of
the funds the Corporation used to pay off a $600 million loan
from GE Capital in August. The Corporation expects that the new
borrowings, combined with an existing loan for $420 million,
will provide the Corporation with ample financial resources to
fund its operations through 2006, when the loans are due.

"Given the recent climate in the energy industry and the
challenges many companies have faced, we strongly believe it is
prudent to take steps now to maintain increased financial
flexibility until we see a longer term stabilization and
recovery in the marketplace," said Glynn. "The credit agreement
our team negotiated with the lenders achieves this goal."

                       Earnings Guidance

The Corporation reaffirmed its prior projections for 2002
earnings from operations excluding headroom, which are expected
to be in the range of $2.25-$2.35 per share for the year. For
earnings from operations including headroom, the Corporation
reaffirmed its projection of $4.75 per share for 2002. Through
three quarters, earnings from operations including headroom is
$4.23 per share.

The Corporation is providing 2003 guidance only for the holding
company and utility operations, recognizing that accurate
guidance for PG&E NEG cannot be provided until further steps
have been taken to resolve the challenges in that business.
Earnings from operations for the Corporation and the utility are
expected to be in the range of $1.90-$2.00 per share, not
including headroom. Among other assumptions, the 2003 guidance
estimate is based on the company's expectation that the
utility's plan of reorganization will be implemented on or
before May 30, 2003.


PHYAMERICA PHYSICIAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Lead Debtor: PhyAmerica Physician Group, Inc.
             dba SMS Merger Corp.
             2828 Croasdaile Drive
             Durham, North Carolina 27705

Bankruptcy Case No.: 02-67737

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     PhyAmerica Physician Services, Inc.        02-67681

Type of Business: PhyAmerica provides management services to
                  physicians, hospitals, and other health care
                  entities. The company takes care of business-
                  related concerns such as billing and
                  collection; it also provides physician
                  staffing, primarily to emergency rooms.

Chapter 11 Petition Date: November 11, 2002

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtors' Counsel: Martin T. Fletcher, Esq.
                  Whiteford, Taylor & Preston L.L.P
                  Seven Saint Paul St. #1400
                  Baltimore, MD 21202
                  Tel: 410-347-8737

Total Assets: $78,827,000 (as of September 30, 2001)

Total Debts: $248,642,000 (as of September 30, 2001)


PLAYTEX PRODUCTS: S&P Places Low-B Ratings on Watch Developing
--------------------------------------------------------------
Standard & Poor's placed its 'BB-' long-term corporate credit
and senior secured bank loan ratings, as well as its 'B'
subordinated debt rating for personal care company Playtex
Products Inc., on CreditWatch with developing implications.
Developing implications means that the ratings could be raised,
lowered, or affirmed, depending on the outcome of Standard &
Poor's review.

Total debt at September 30, 2002, was about $848 million.

"The CreditWatch listing follows Westport, Connecticut-based
Playtex's decision to explore strategic alternatives to maximize
long-term shareholder value, including the possible sale of the
entire company," said Standard & Poor's credit analyst Lori
Harris.

Playtex has hired J.P. Morgan Securities Inc., to act as
financial adviser in this process.

Playtex's management has announced that it is considering four
options to provide maximum long-term value to shareholders,
including the possible sale of the company, combination of the
business with one or more parties to form a larger company,
divestment of one or more business lines, or the acquisition of
strategic business lines. Should management pursue either the
option of selling the company or merging with another company,
the ratings on Playtex could be raised, lowered, or affirmed
depending on the business and financial strength of the
acquiring or new company. When a transaction or strategic plan
is announced, Standard & Poor's will evaluate its impact on
credit quality.

Playtex is a manufacturer and marketer of branded consumer and
personal care products largely in the infant care, feminine
care, and sun care categories. Products are marketed under such
well-known brands as Playtex Infant Care, Playtex Feminine Care,
Banana Boat Sun Care, Diaper Genie, Wet Ones, Mr. Bubble, and
Ogilvie Home Permanent.

Playtex Products Inc.'s 9.375% bonds due 2011 (PYX11USN1) are
trading at 109 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PYX11USN1for
real-time bond pricing.


PROVANT INC: Nasdaq Knocks-Off Shares Effective Nov. 13, 2002
-------------------------------------------------------------
Provant, Inc. (POVT.OB), a leading provider of performance
improvement training services and products, announced that The
Nasdaq Stock Market notified Provant on November 12, 2002, that
the Nasdaq Listing Qualifications Panel determined to delist
Provant's common stock from the Nasdaq SmallCap Market effective
with the open of business Wednesday, November 13, 2002.
Provant's common stock is now traded on the OTC Bulletin Board.

As a leading provider of performance improvement training
services and products, Provant helps its clients maximize their
effectiveness and profitability by improving the performance of
their people. With over 1,500 corporate and government clients,
the Company offers blended solutions combining web-based and
instructor-led offerings that produce measurable results by
strengthening the performance and productivity of both
individual employees and organizations as a whole.

For more information visit http://www.provant.com

                         *    *    *

As reported in Troubled Company Reporter's November 7, 2002
edition, Provant continues to be in default under its credit
facility agreement, and "believe[s] [the Company is] close to
finalizing the terms of an extension to it that would
end the current default."

The terms of this extension will, among other things, extend the
due date of the facility to April 15, 2003, subject to the
Company's continued obligation to take actions that would result
in the early repayment of our indebtedness to the banks. The
Company continues to pursue various strategic alternatives,
which include the sale of Provant or various of its assets.


RAILWORKS CORP: Emerges from Chapter 11 as Private Company
----------------------------------------------------------
RailWorks Corporation, a leading provider of construction,
maintenance, and material solutions for the rail and rail-
transit industries, emerged from bankruptcy Wednesday, following
a year of restructuring under Chapter 11 of the U.S. Bankruptcy
Code. The company received approval of its reorganization plan
from the bankruptcy court in Baltimore, Md., effective October
1, 2002. Following a required review period, RailWorks emerged
from bankruptcy today and will operate as a privately held
company.

"RailWorks is well positioned to grow and prosper, thanks to
solid financial backing, new leadership, a better-aligned
organization, and a dedicated workforce," said Ab Rees, chairman
and chief executive officer for RailWorks Corporation. "We're
excited to begin a new era of service, excellence, and growth."

Jim Kimsey, president and chief operating officer for RailWorks
Corporation, said the leadership has taken the necessary actions
to strengthen the company. "RailWorks is now a unified,
financially stable company. We're ready to demonstrate our value
to our customers in the rail and rail-transit industries."

RailWorks recently integrated its specialized subsidiary
companies into two divisions - Transit Systems and Track
Products & Services - operating under the RailWorks Corporation
name.

These operating groups provide a broad array of products and
services for the rail and transit industries throughout the
United States and Canada:

                         Transit Systems

-- Electrical and mechanical installation

-- Communication, control, and intelligent system management

-- Rail-transit construction services

-- Concrete repair and demolition

                    Track Products & Services

-- Treated wood products

-- Coal tar products

-- Switch heaters and snow blowers

-- Pre-cast concrete products

-- Track construction and maintenance

-- Rail grinding

-- Industrial plant switching

-- Railroad cross tie recycling

-- Locomotive, freight car, and track machinery rehabilitation

-- Remote control installation

RailWorks Corporation was formed in 1998 to capitalize on the
growing need for rail construction, maintenance, and materials
solutions. This increased demand for rail service support was
brought about by rail industry consolidation, increases in
federal funding for rail-transit infrastructure improvements,
and manufacturers' needs for modern rail infrastructure in their
facilities.

Founded in 1998, RailWorks Corporation provides reliable
construction, maintenance, and material solutions for the rail
and rail-transit industries. With revenues of approximately $550
million, RailWorks is a leading provider of integrated rail
systems services and products in the United States and Canada.
RailWorks is now a privately held company. For more information,
see the new RailWorks Web site - http://www.railworks.com


RELIANCE GROUP: Liquidator Inks RIC Barbados Commutation Pact
-------------------------------------------------------------
Prior to the Petition Date, Reliance Insurance Company
contracted with its reinsurance subsidiary, Reliance National
(Barbados) Insurance Ltd., for reinsurance coverage.  RIC ceded
to the Reinsurer and the Reinsurer assumed from RIC, liabilities
arising out of insurance contracts that RIC either wrote or
assumed.

As of June 30, 2002, RIC owed its Reinsurer $127,614,583 in
premiums.  At present, the Reinsurer owed RIC $159,776,563 in
reinsurance proceeds.  The Reinsurer's only assets with
significant value are bonds, short-term obligations and other
investments with a carrying value totaling $28,316,673.

M. Diane Koken, the Pennsylvania Insurance Commissioner, tells
the Commonwealth Court that RIC and the Reinsurer have reached a
Commutation Agreement.  Ms. Koken notes that all corporate
formalities were observed in the Agreement's negotiation and
execution, and the Reinsurer's regulator, Carlos Belgrave,
Barbadian Supervisor of Insurance, has approved the transaction.

In exchange for fully and forever releasing and discharging from
one another from all obligations and liabilities under
Reinsurance Agreements, RIC and the Reinsurer agree that:

   1) The Reinsurer will wire transfer to a RIC account at
      Mellon Bank, its bonds, short-term obligations and other
      investments with a $28,316,673 carrying value;

   2) The Reinsurer will release RIC from any and all liability
      or premium obligations owed totaling $127,614,583; and

   3) RIC will release the Reinsurer from any and all liability
      for reinsurance obligations totaling $159,776,563.

The net result is an economic loss to RIC equal to $3,845,307.

Ann B. Laupheimer, Esq., at Blank, Rome Comisky & McCauley,
tells the Commonwealth Court that the Commutation Agreement only
affects the rights of RIC and the Reinsurer for payments and
releases between them made on or after the date of execution.
It does not affect any payments or releases by either party made
before execution.

RIC remains liable for the obligations assumed by the Reinsurer.
The Reinsurer's assets are less than its liabilities to RIC.  As
a result, the net effect of the Commutation Agreement is to
return to RIC's control the Reinsurer's assets that are
currently under the control of the Barbadian Insurance
Regulator.  This will make the assets available to the
Liquidator for distribution to policyholders, claimants and
other creditors.  The Reinsurer signed the Commutation Agreement
on July 30, 2002, and RIC signed it on July 26, 2002.

Ms. Laupheimer assures the Court that the Commutation Agreement
is fair and equitable.

                         *     *     *

Accordingly, Commonwealth Court Judge James Gardner Collins
approves the Commutation Agreement. (Reliance Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SECURITY INTELLIGENCE: Needs New Financing to Continue Operation
----------------------------------------------------------------
Security Intelligence Technologies Inc., designs, assembles,
markets and sells security products. Its products and services
are used throughout the world by military, law enforcement and
security personnel in the public and private sectors, as well as
governmental agencies, multinational corporations and non-
governmental organizations. Its products include a broad range
of professional, branded law enforcement and consumer equipment
such as covert audio and video intercept, electronic
countermeasures, video, photo, and optical systems, radio
communication, explosive contraband detection, armored vehicles
and clothing, nuclear, biological and chemical masks and
protective clothing, voice stress analysis lie detection, and
global positioning systems, used for tracking, locating and
recovering vehicles and fleet management. Its products are
marketed under CCS International, Ltd., G-Com Technologies, Ltd.
and The Counter Spy Shops of Mayfair, London(R) brand names and
are sold primarily through a worldwide network of more than 300
sales agents, including four retail stores in the United States
and two overseas.

The Company's trained, multilingual and experienced security
personnel work closely with clients to create and implement
solutions to complex security problems. These services include
security planning, advice and management, security systems
integration, intellectual property asset protection, due
diligence investigations and training programs in
counterintelligence, counter surveillance, advanced driving
techniques and ballistics.

Security Intelligence Technologies is a Florida corporation
organized under the name Hipstyle.com, Inc., in June 1999.  Its
Web site is http://www.spyzone.com

On April 17, 2002, pursuant to an agreement and plan of merger
between the Company, CCS International, Ltd., a Delaware
corporation, and CCS Acquisition Corp., a Delaware corporation,
Acquisition Corp. was merged into CCS, with the result that CCS
became Security Intelligence's wholly-owned subsidiary.

The Company's revenues for fiscal 2002 were $5,609,557, a
decrease of $619,687, or 10.0%, from revenues of $6,229,244 in
fiscal 2001. The decrease is primarily a consequence of a
decrease in advertising and promotional expenditures and
attendance at fewer international trade shows caused by limited
resources. In addition, the Company's financial condition and
losses may have affected the willingness of customers to
purchase products from it.

Cost of sales decreased by $393,236, or 15.0%, to $2,230,969 in
fiscal 2002 from $2,624,205 in fiscal 2001. Cost of sales as a
percentage of product sales decreased to 44.5% in fiscal 2002
from 47.6% in fiscal 2001, reflecting an improvement in product
mix.

Net loss increased by $2,073,332, or 635.4%, to $2,399,659, $.19
per share, in fiscal 2002 from $326,327, $.03 per share, in
fiscal 2001.

The Company indicates that it requires significant working
capital to fund future operations. At June 30, 2002, it had cash
of $32,344 and a working capital deficit of $2,143,592. The
aggregate amount of accounts payable and accrued expenses at
June 30, 2002 was $2,030,866. As a result of continuing losses,
the Company's working capital deficiency has increased.

Security Intelligence Technologies funded its losses through
loans from its chief executive officer. At June 30, 2002, it
owed its chief executive officer $876,554, of which $457,554 was
incurred during fiscal 2002. The Company also utilized vendor
credit and customer deposits. Because the Company has not been
able to pay its trade creditors in a timely manner, it has been
subject to litigation and threats of litigation from its trade
creditors and it has used common stock to satisfy obligations to
trade creditors. When the Company issues common stock, it has
provided that if the stock does not reach a specified price
level one year from issuance, the Company will pay the
difference between that price level and the actual price. As a
result, it has contingent obligations to some of these
creditors. With respect to 400,000 shares of common stock issued
during fiscal 2002, the market value of the common stock on June
30, 2002 was approximately $150,953 less than the guaranteed
price.

The Company's accounts payable and accrued expenses increased
from $615,584 at June 30, 2001, to $2,030,866 at June 30, 2002,
reflecting the inability to pay creditors currently. The Company
also had customer deposits and deferred revenue of $1,395,963
which relate to payments on orders which had not been filled at
that date. The Company has used advance payments to continue
operations. If its vendors do not extend to it the necessary
credit the Company may not be able to fill current or new
orders, which may affect the willingness of its clients to
continue to place orders with it.

The Company requires substantial funds to support its
operations. Since the completion of the merger it has sought,
and been unsuccessful, in efforts to obtain funding for its
business. Because of its losses, the Company is not able to
increase its borrowing. Its bank facility terminated on November
1, 2002. On November 1, 2002 the Company reduced the outstanding
balance to $100,000 and began discussions with the lender to
extend the terms or to convert the balance to a term loan. To
date, it does not have an agreement with respect to an extension
with its existing lender or an agreement to convert the $100,000
outstanding balance to a term loan, or any agreements with any
replacement lender. The failure to obtain either an extension of
its credit facility, a conversion of the outstanding balance to
a term loan, or a facility with another lender could materially
impair Security Intelligence's ability to continue in operation,
and the Company cannot assure that it will be able to obtain the
necessary financing. Its main source of funds, other than the
bank facility, has been from the loans from its chief executive
officer. Because of both its low stock price and its losses, the
Company has not been able to raise funds through the sale of its
equity securities. It may not be able to obtain any additional
funding, and, if it is not able to raise funding, it may be
unable to continue in business. Furthermore, if the Company is
able to raise funding in the equity markets, its stockholders
will suffer significant dilution and the issuance of securities
may result in a change of control. The merger agreement relating
to the reverse merger provided, as a condition to CCS'
obligation to close, that Security Intelligence close on a
private sale from which it realized proceeds of $1,000,000. This
condition was not met at closing, and CCS completed the reverse
merger without the Company having received any proceeds from a
private placement. At the closing of the reverse merger,
Security Intelligence entered into a stock pledge agreement with
ATLAS EQUITY, a Florida corporation and principal stockholder of
the Company, pursuant to which ATLAS EQUITY was to have pledged
1,500,000 shares of common stock. ATLAS EQUITY never delivered
the shares to be held pursuant to the pledge agreement. The
pledge agreement stipulated the pledged shares were to be
returned to ATLAS EQUITY if Security Intelligence sold shares of
unregistered common stock sufficient to generate net cash
proceeds of $925,000 prior to June 1, 2002, which date was
subsequently extended to June 14, 2002. To date, ATLAS EQUITY
has not delivered the shares to be pledged and Security
Intelligence has not received any financing. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


SEITEL INC: Initiates Search for New Chief Executive Officer
------------------------------------------------------------
Seitel, Inc., (NYSE: SEI) has initiated a search for a new chief
executive officer. The Company said that the Board of Directors
had asked Kevin Fiur to become CEO in June 2002 in order to
stabilize the Company and lead it through its challenges.  The
Board and Fiur said that they had achieved the immediate
objective of managing and stabilizing the company during a very
difficult period, and that they have mutually determined that it
was the appropriate juncture to recruit a CEO with significant
industry leadership experience.

Seitel's Chairman, Fred Zeidman, has become acting CEO and will
lead the search for a new CEO.

"Kevin stepped up at a time of uncertainty at Seitel and made
critical contributions to stabilizing the situation, and we
thank him for his outstanding service.  When he was appointed
CEO, his legal background and deep knowledge of the Company made
him an ideal choice as we initiated investigations into prior
management and entered into discussions with our noteholders
towards a restructuring of the debt.  As the Company moves
beyond many of its challenges, we feel the time is right to
bring in a leader with considerable industry operating
experience to lead the company through its resolution with the
creditors and beyond.  We are confident that we will recruit a
candidate with considerable talent," said Fred Zeidman.

Seitel's Board of Directors said that Fiur was asked to take on
the role of CEO in the wake of the removal of previous senior
management.  He had been serving as Chief Operating Officer and
prior to that, as General Counsel.  The Board said that Fiur was
instrumental in stabilizing the Company, consolidating and
focusing operations, reducing costs and capital expenditures
and implementing accounting principles and financial controls to
bring transparency and integrity to the Company's financial
reporting. Additionally, the Board credits Fiur with helping to
position Seitel for a restructuring of its debt with its
noteholders.

The Company said that it has formed an internal search committee
to assist the Board in identifying internal and external
candidates for the role of chief executive officer.

Kevin Fiur said, "I appreciate the opportunity the Board gave me
to help stabilize the Company, and the tremendous amount of
experience I gained in the process.  I am looking forward to
using that experience as I pursue new opportunities that have
been presented to me."

Mr. Fiur also stepped down from the Company's Board of
Directors.  Both resignations are effective immediately.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, selling data from its library
and creating new seismic surveys under multi-client projects.

As reported in Troubled Company Reporter's October 22, 2002
edition, Seitel, Inc., reached an agreement with its
Noteholders to extend the previously announced standstill
agreement.

Under the terms of the extension, the Senior Noteholders have
agreed to forebear from exercising any rights and remedies they
have against the Company related to the previously reported
events of technical default under the Senior Note Agreements,
until December 2, 2002.

As with the previous agreement, the standstill agreement will
terminate prior to December 2, 2002, among other things, in the
event of a default by the Company under the standstill agreement
or any subsequent default under the existing Senior Note
Agreements, or a default in the payment of any non-excluded debt
of $5,000,000 or more. The standstill agreement will also
terminate in the event of the termination or expiration of the
Company's existing term or revolving credit lines with the Royal
Bank of Canada, or after five business days written notice from
Noteholders owning a majority in interest of the outstanding
principal amount of the Notes. The Company said that its
negotiations towards a long-term modification of its Senior Note
Agreements continue.


SEQUA CORP: Third Quarter Sales Slide-Down 5% to $423 Million
-------------------------------------------------------------
Sequa Corporation (NYSE:SQAA) -- whose senior unsecured debt has
been downgraded by Fitch Ratings to 'BB-' from 'BB+' -- recorded
net income of $2.2 million for the third quarter, despite
restrictive conditions in the global commercial airline market
that continue to exert pressure on the company's largest
business unit, Chromalloy Gas Turbine Corporation, a supplier of
jet engine parts repairs.

For the three months ended September 30, 2002, Sequa recorded
sales of $423.0 million, down five percent from $447.4 million a
year ago. The decline reflects a sharp decrease in sales at the
large Chromalloy Gas Turbine unit and at MEGTEC Systems.
Operating income advanced to $16.8 million from $15.5 million,
due in part to lower restructuring charges and the absence of
goodwill amortization charges in the third quarter of the
current year. After adjusting to exclude the effects of these
factors, pro forma operating income declined 28 percent. The
decline in pro forma operating income primarily reflects the
impact of sharply lower results at Chromalloy Gas Turbine and
MEGTEC Systems, partially offset by substantial improvements at
other operating units. Net income for the third quarter of 2002
was bolstered by the resolution of tax issues that led to a $4.1
million tax benefit. In the third quarter of 2001, Sequa
reported a net loss of $2.8 million.

               Summary of Third Quarter Segment Results

Aerospace: Chromalloy Gas Turbine recorded lower sales and
sharply lower profits for the third quarter, a reflection of the
pressures confronting the unit's large airline customer base
since the events of September 11. On a pro forma basis (to
exclude the effect of a substantially smaller restructuring
provision in 2002 and the absence of goodwill amortization in
the current period), operating income was 45 percent lower than
in the very strong comparable quarter of 2001. While the
military portion of the jet engine component market remains
robust, the contraction in commercial aviation since September
11 has depressed demand for both repairs and original equipment
parts. Despite the continuation of substantial cost-cutting and
restructuring measures, which were initiated in the immediate
aftermath of September 11, Chromalloy's results continue to lag.
Given the unfavorable near-term outlook for the airline
industry, Chromalloy's results for the balance of 2002 will be
lower than a year ago.

Propulsion: Atlantic Research -- which produces automotive
airbag inflators and propulsion systems for missile and space
applications -- generated higher results for the third quarter,
posting a sales increase of 11 percent and a turnaround in both
reported and pro forma operating income. The improvements
reflect a sharp advance in inflator products and a modest
increase in propulsion systems. The advance in propulsion
systems reflects the inclusion of a technology transfer payment
of $4.0 million, which more than offset the impact of a loss
contract provision and other long-term contract adjustments.

Metal Coating: Precoat Metals -- which coats coils of steel and
aluminum for industrial end users -- posted slightly lower sales
for the third quarter, the result of persistent softness in the
pre-engineered construction sector of the building products
industry, its largest market. Operating income, on both a
reported and pro forma basis, benefitted from extensive Six
Sigma initiatives, though the effect was muted by the absence of
profits from a consulting contract that had boosted results for
the third quarter of 2001.

Specialty Chemicals: Results of United Kingdom-based chemicals
supplier Warwick International registered notable improvement in
the third quarter, with sales up 12 percent and operating income
more sharply ahead on both a reported and pro forma basis. The
improvements were derived primarily from stronger sales of the
detergent additive, TAED, and the enhancement of internal
operating efficiencies derived from Six Sigma initiatives.
Results also benefited from the favorable effect of translating
foreign currency results into US dollars.

Other Products: Results of the four operations in the other
products segment were mixed for the third quarter. The largest
unit, equipment supplier MEGTEC Systems, recorded a 25 percent
decrease in sales and posted a loss for the period, despite the
sales and income added by a business acquired in late 2001. The
declines reflect the steep and continuing downturn in MEGTEC's
largest market, the graphic arts industry, as well as a
difficult comparison with an unusually strong 2001 period. In
view of the continuing contraction in the global graphic arts
market, results for this unit are expected to remain depressed
well into 2003, and additional restructuring actions are under
way at the unit. By contrast, Sequa Can Machinery -- which has
weathered a multi-year decline in the worldwide container
industry -- posted third quarter sales on a par with the prior
year and narrowed its loss for the period. Based on current
backlog, fourth-quarter sales are expected to compare favorably
with the prior year, and the unit will return to profitability
in the final period of 2002. Automotive products supplier Casco
Products posted higher sales and profits for the third quarter,
with improvements at both domestic and overseas operations.
Although sales of After Six -- which supplies men's formalwear
to the nationwide rental market -- were lower in the quarter,
the unit posted a smaller loss than in the same period of 2001.
The unit's backlog has improved substantially, and, in order to
facilitate improved profitability, additional restructuring
actions were undertaken early in the fourth quarter and a small
charge will be established in the final period of 2002.

                 Summary of Nine-Months Results

Sequa's sales for the nine months of 2002 declined seven percent
to $1.2 billion from $1.3 billion in the same period of 2001,
and reported operating income was down 14 percent to $41.4
million from $48.4 million a year ago. After adjusting to
exclude the effects of restructuring charges and the absence of
goodwill amortization, pro forma operating income for the nine
months of 2002 was 34 percent lower than a year ago. The decline
in pro forma operating income reflects sharp downturns at
Chromalloy Gas Turbine and MEGTEC Systems, partially offset by
improved operating results at all other business units.

Net results for the nine months included the effect of a change
in accounting principle. As previously announced, the adoption
of SFAS No. 142 (accounting for goodwill) created a non-cash
charge that lowered net results by $114.8 million. Income before
the charge amounted to $2.8 million. After including the charge
for a change in accounting principle, the company recorded a net
loss of $112.0 million. In the nine months of 2001, net income
amounted to $33.6 million. Year-ago results included income of
$36.0 million from the settlement of a tax issue with the
Internal Revenue Service.


SMTC CORP: Fails to Meet Nasdaq Minimum Listing Requirements
------------------------------------------------------------
SMTC Corporation (TSX: SMX), (Nasdaq: SMTX) -- whose corporate
credit and senior secured bank loan are rated by Standard &
Poor's at 'B' -- has received a notification from Nasdaq Listing
Qualifications that its common stock has failed to maintain the
minimum bid price of $1.00 per share over a period of 30
consecutive trading days, as required by Nasdaq's Marketplace
Rules. Nasdaq has provided SMTC with a grace period of 90
calendar days, or until February 3, 2003, to regain compliance
with this requirement or be delisted from trading on The Nasdaq
National Market.

To regain compliance, SMTC's common stock must achieve a minimum
closing bid price of $1.00 for ten consecutive trading days.
SMTC intends to monitor the bid price for its common stock
between now and February 3, 2003. If the stock does not trade at
a level that is likely to regain compliance, SMTC's Board of
Directors will consider other options available to the Company
to achieve compliance. If SMTC is unable to come into compliance
with the bid price requirement by February 3, 2003, Nasdaq
Listing Qualifications will provide written notification that
SMTC's common stock will be delisted, which the Company may
appeal to a Listing Qualifications Panel.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. The Company's
electronics manufacturing and technology centers are located in
Appleton, Wisconsin, Austin, Texas, Boston, Massachusetts,
Charlotte, North Carolina, San Jose, California, Toronto,
Canada, Donegal, Ireland and Chihuahua, Mexico. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement,
prototyping, printed circuit assembly, advanced cable and
harness interconnect, high precision enclosures, system
integration and test, comprehensive supply chain management,
packaging, global distribution and after-sales support. SMTC
supports the needs of a growing, diversified OEM customer base
primarily within the networking, communications and industrial
markets. SMTC is a public company incorporated in Delaware with
its shares of common stock traded on The Nasdaq National Market
System under the symbol SMTX and the exchangeable shares of its
subsidiary SMTC Manufacturing Corporation of Canada traded on
The Toronto Stock Exchange under the symbol SMX. Visit SMTC's
Web site at http://www.smtc.comfor more information about the
Company.


SOLILD RESOURCES: Implementing Plan of Arrangement on Nov. 21
-------------------------------------------------------------
Alvin Harter, President and CEO of Solid Resources Ltd.,
(TSXV: SRW) will soon be implementing the Plan of Arrangement
and Compromise and exiting the C.C.A.A. proceedings.

Harter reports that Tim Reid, Sr. Vice President with KPMG Inc.,
the Monitor for the Company under the Companies' Creditors
Arrangement Act, advised the Company today that all conditions
of Plan implementation have been fulfilled and the Plan
Implementation Date will be on November 21, 2002.

The notice of the Monitor has been posted on the Company's
website. Cash distributions required under the Plan to both the
secured and unsecured creditors will be sent within one week of
the Plan Implementation Date. Share distribution to unsecured
creditors will be sent as soon as practicable following the Plan
Implementation Date and in any event within 30 days.

Upon implementation of the Plan, the Company will no longer be
subject to Proceedings under the Companies' Creditors
Arrangement Act and the Monitor will be discharged.

The Company appreciates the support and patience of its
creditors and shareholders during this process.


STEINWAY MUSICAL: S&P Revises Outlook on Low-B Ratings to Neg.
--------------------------------------------------------------
Standard & Poor's revised its outlook on Steinway Musical
Instruments Inc., to negative from stable. At the same time,
Standard & Poor's affirmed its 'BB' corporate credit and 'BB-'
senior unsecured debt ratings on the company.

Waltham, Massachusetts-based Steinway had $214.6 million in debt
outstanding at September 28, 2002.

"The outlook revision reflects the weakening market for both
pianos and band instruments, and consequently, the declining
profitability and credit ratios at Steinway," said Standard &
Poor's credit analyst Martin Kounitz.

The ratings are based on Steinway's narrow product category and
some cyclicality in its Steinway piano business. These factors
are somewhat mitigated by the company's well-established market
positions in both the concert hall and institutional markets,
its widely recognized brand names, geographic diversification,
and moderate financial profile.

The Steinway grand piano has a strong position in the premium
piano market, claiming more than 85% of this market segment
worldwide, representation in most concert halls, and
geographically well-diversified sales and operations. Entry into
the mid-priced segment in recent years through its Boston and
Essex piano lines has continued to augment Steinway's overall
piano sales. While the company's Conn-Selmer instrument business
has leading positions in band and orchestral instruments in the
domestic beginner/student and advanced/professional segments,
this division has experienced challenging operating conditions.
The band instrument business has been affected by manufacturing
inefficiencies and aggressive discounting by competitors. Band
instruments contribute about 48% of operating earnings before
eliminations.


STERLING CHEMICALS: Texas Court to Consider Plan on November 20
---------------------------------------------------------------
On October 11, 2002, the U.S. Bankruptcy Court for the Southern
District of Texas approved the Disclosure Statement of Sterling
Chemicals Holdings, Inc., and its debtor-affiliates, as
containing adequate information explaining the Debtors' Joint
Plan of Reorganization.

A hearing to consider the confirmation of the Debtors' Plan is
set for November 20, 2002, at 9:00 a.m. Central Time before the
Honorable William R. Greendyke.

The period for soliciting objections to the confirmation of the
Plan closed on November 13, 2002.

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection on July 16, 2001 in the Southern District of Texas
Bankruptcy Court.  D. J. Baker, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom and Jeffrey E. Spiers,
Esq., Timothy A. Davidson II, Esq., at Andrews & Kurth L.L.P.
represent the Debtors in their restructuring effort. As of its
June 30, 2002 report to the Securities and Exchange Commission,
the Debtors listed $523,506,000 in assets and $1,316,421,000 in
debt.


STERLING CHEMICALS: Superior Propane to Buy Pulp Chemicals Div.
---------------------------------------------------------------
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXXQ),
Sterling Chemicals, Inc., and certain of their direct and
indirect subsidiaries announced that Sterling has entered into a
definitive agreement to sell its pulp chemicals business to
Superior Propane Inc., for US$375 million in cash, subject to
certain adjustments. The sale is to be consummated concurrently
with Sterling's emergence from Chapter 11 bankruptcy. The sale
is subject to customary closing conditions as well as approval
by the United States Bankruptcy Court for the Southern District
of Texas. The sale has the support of Sterling's major creditor
groups and Resurgence Asset Management, L.L.C., which has agreed
to provide a $60 million infusion of new equity under Sterling's
plan of reorganization.

Sterling's President and Co-CEO, David G. Elkins, stated, "The
sale of our pulp chemicals business is a further significant
step in our financial restructuring. We believe the terms of the
sale reflect the high quality of the business, its future
prospects and its dedicated workforce. We are delighted that
Superior Propane sees this acquisition as an important element
in their overall growth strategy."

Sterling's pulp chemicals business is headquartered in Toronto,
Ontario, and comprises six North American manufacturing plants,
including facilities in Grand Prairie, Alberta; Saskatoon,
Saskatchewan; Thunder Bay, Ontario; Vancouver, British Columbia;
Buchingham, Quebec; and Valdosta, Georgia. The business produces
and markets pulp chemicals and provides large-scale chlorine
dioxide generators to the pulp and paper industry.

Sterling voluntarily filed for Chapter 11 protection on July 16,
2001. The Disclosure Statement for Sterling's plan of
reorganization was approved by the Bankruptcy Court on October
11, 2002 and has been mailed to Sterling's creditors entitled to
vote on the plan, along with ballots and voting instructions.
Sterling will emerge from Chapter 11 only if its plan of
reorganization receives the requisite creditor approvals and is
confirmed by the Bankruptcy Court. Based on preliminary voting
results, Sterling expects to receive the requisite creditor
approvals. The confirmation hearing is scheduled for November
20, 2002.

Copies of Sterling's plan of reorganization and related
Disclosure Statement are posted on Sterling's Web site at
http://www.sterlingchemicals.com

                         *    *    *

Superior Propane Income Fund said that its wholly owned
subsidiary, Superior Propane Inc., has entered into an Asset and
Stock Purchase Agreement to acquire the pulp chemicals business
of Sterling Chemicals, Inc. and certain of its subsidiaries for
US$375 million (approximately C$590 million), on a debt free
basis, subject to certain adjustments. The Agreement remains
subject to final approval of the U.S. Bankruptcy Court and
confirmation and consummation of Sterling's overall Chapter 11
plan of reorganization under the U.S. Bankruptcy Code. A court
hearing to approve the Agreement and the overall plan of
reorganization has been scheduled for November 20, 2002.
Following approval of the Agreement and the plan of
reorganization by the Bankruptcy Court, there will be various
conditions to the implementation and consummation of the plan of
reorganization to be satisfied. Closing of the acquisition is
expected to occur on or before December 31, 2002, which date may
be extended in certain circumstances.

This acquisition is an important step in the growth plan for
Superior and meets the objectives outlined previously for
Superior:

     - The Business has a strong competitive position in a
       mature industry with a track record of stable cash flow.

     - The Business has low and predictable maintenance capital.

     - Relationships with key customers are solid and
       longstanding.

     - The management group of the Business has been in place
       for several years and will continue to manage the
       Business.

     - Superior has committed acquisition financing which is
       expected to be replaced with more permanent financing,
       including debt and equity.

     - Superior is expected to retain its strong credit position
       following the refinancing.

     - The acquisition is expected to be approximately 10%
       accretive to 2003 cash distributions of the Fund.

In commenting on the acquisition, Grant Billing, Executive
Chairman of Superior, stated, "The Business is a strong player
in a mature North American market with several growth
opportunities. It is ideally suited to income trust ownership as
its financial results have exhibited stability together with
excellent levels of free cash flow. Sterling's bankruptcy was
attributable to challenges experienced in other business
segments and is not related to the pulp chemicals business being
acquired by Superior. This acquisition will enable the Fund to
increase distributions and continue our record of growth in
distributions over time."

The Business has demonstrated consistent financial performance
over the last three years. During such period, revenue averaged
US $228 million, EBITDA (earnings before interest, taxes and
depreciation) averaged US $64 million, and maintenance capital
averaged US $8 million.

The Business is one of only two businesses worldwide that offers
precursor chemicals, chlorine dioxide generators and related
technology and services. The Business is one of the world's
largest producers of sodium chlorate, which is used primarily in
the generation of chlorine dioxide for the bleaching of wood
pulp. Sterling Pulp Chemicals also has the world's largest
installed base of modern chlorine dioxide generators and
technology for the pulp and paper industry, and is a leader in
developing new generators and technology for the water treatment
markets. The Business is a growing supplier of sodium chlorite,
which is used to generate chlorine dioxide for water treatment
and food processing. In addition, the Business generates royalty
revenue from it's technology, which is protected by patents.

Headquartered in Toronto, Ontario, the Business operates plants
in Vancouver, BC, Grand Prairie, Alberta, Saskatoon,
Saskatchewan, Thunder Bay, Ontario, Buckingham, Quebec and
Valdosta, Georgia. The six plants are located close to major
rail terminals and customer sites to facilitate delivery of
products to the relevant markets. The plants are also located
near power generation facilities and long term sources of salt,
which are the two main raw materials for the Business'
processes.

It is intended that the Business will be operated separately
from the existing operations of Superior. The Business, which
has had separate management from the other Sterling business for
several years, is led by Paul Timmons as President.  Mr. Timmons
has been with the Business for over 20 years.

The Fund owns 100% of Superior Propane Inc., Canada's largest
distributor of propane, propane related products & services.
Superior Propane Income Fund trust units and 8% Convertible
Unsecured Subordinated Debentures trade on the Toronto Stock
Exchange under the trading symbols SPF.UN and SPF.DB,
respectively. There are 47.8 million trust units outstanding.

For more information on Superior Propane, visit
http://www.superiorpropane.com


STRONGHOLD TECHNOLOGIES: Sept 30 Equity Deficit Narrows to $65K
---------------------------------------------------------------
Stronghold Technologies, Inc., (OTC Bulletin Board: SGHT)
announced results for the third quarter ending September 30,
2002, with an increase of 360% in revenue.

     Results for the Three Months Ending September 30, 2002

For the three months ending September 30, 2002 Stronghold
reported total revenue of $1,203,510, representing an increase
of 360% over revenues of $261,111 in the third quarter last
year, ending September 30, 2001. This increase was due to the
general growth of Stronghold's business and the installation of
Stronghold's DealerAdvance(TM) products in 15 new car
dealerships, compared with 3 dealerships installed in the third
quarter of 2001.

"We have continued to meet our plan and forecasts as we expand
our business. We now have Business Development Managers and
Client Project Managers in ten major metro areas throughout the
US. New accounts are developing in all areas, which should set
the stage for continued growth into the future," said Chris
Carey, CEO of Stronghold. "In the third quarter, we added Dealer
Performance Services, which provides expert business development
consulting and sales training to each dealership as they are
installed. This group has significantly increased dealership
performance in selling more cars, and creates a recurring
revenue opportunity with our clients. Our value proposition is
generating a tremendous ROI for our clients."

Gross profit contribution, after direct costs of goods sold,
totaled $746,407 for the three months ending September 30, 2002,
and was 62% of revenue. This compares to $198,134 in the same
three-month period in 2001, which was 76% of revenue. While
Stronghold continues to tightly control and monitor costs, the
decrease in gross profit margin from the third quarter last year
is attributable to a small number of high-margin deals in last
year's third quarter. Stronghold expects gross margins to run
between 60% and 68% as the business grows.

Operating expenses for the three-month periods ended September
30, 2002 and September 30, 2001 were $1,341,446 and $722,910,
respectively, an increase of $618,536, or 86%. The increase in
operating expenses is attributable to the continued investments
in overhead to manage the ongoing expansion of the business, and
as with prior quarters, includes significant increases in
product development, the continued build-out of a support
network for Stronghold's dealership sites, and salaries for
sales personnel and project managers who oversee the dealerships
where Stronghold's DealerAdvance(TM) products are installed. In
addition, the Company increased its allowance for doubtful
accounts during the three-month period ending September 30, 2002
by $120,000 to account for potential cancellations at a small
number of dealerships.

The decline in margin and increase in operating expenses
resulted in an increase in the quarterly loss to $628,228 for
the three-month period in 2002, compared to a loss of $563,022
in the three month period in 2001. The Company believes that it
is on track to reach profitability early in 2003 while it
continues to build out its sales and support organization and
invests in new product development.

      Results for the Nine Months Ending September 30, 2002

For the nine months ended September 30, 2002, Stronghold
reported total revenue of $2,952,076, compared to the revenue
for the nine-month period ended September 30, 2001 of $576,830,
representing an increase of 411%. This increase is due to the
implementation of DealerAdvance(TM) products and services in 35
new dealerships from January 1, 2002, through September 30,
2002, compared with 5 dealerships implemented in the comparable
nine-month period in 2001.

Gross profit contribution, after direct costs of goods sold,
totaled $1,904,938 for the nine months ending September 30,
2002, and was 64% of revenue. This compares to $382,917 in the
same nine-month period in 2001, which was 66% of revenue. As
stated above, the smaller number of deals in 2001 has lead to
some fluctuations in year-over-year comparisons, but Stronghold
expects gross profit margins to run between 60% and 68 as the
business grows.

Operating expenses for the nine-month periods ended September
30, 2002 and September 30, 2001 were $3,429,224 and $1,827,631,
respectively, an increase of $1,601,593, or 88%. The increase in
operating expenses is attributable to the continued investments
in overhead to manage the expansion of the business, significant
increases in product development, the continued build-out of a
support network for Stronghold's dealership sites, and salaries
for sales personnel and project managers who oversee the
dealerships where Stronghold's DealerAdvanceT products are
installed.

This resulted in a loss for the nine months in 2002 of
$1,666,790 versus a loss of $1,535,194 for the same period last
year. This is in line with Company expectations as it builds its
distribution organization and continues investing in new product
development.

On July 19, 2002 the Company exchanged all of the shares that
were held in two wholly owned subsidiaries, Terre di Toscana,
Inc. and Terres Toscanes, Inc., for 75,000 shares of Stronghold
common stock held by Mr. Pietro Bortolatti, the former
president. These subsidiaries were engaged in the truffle
business and, as a result of the exchange with Mr. Bortolatti,
the Company is no longer involved in this business. The sale of
these subsidiaries was part of Stronghold's effort to focus on
the handheld technology business. Due to the disposition of the
truffle business, the results of operations set forth above
describe the operations of the handheld technology business of
Stronghold only, except for Operating Expenses.

At September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $65,000, way down from a
deficit of about $2 million recorded at December 31, 2001.

Stronghold Technologies, Inc., is an innovator in applying
wireless technology and process improvement methods to increase
business efficiency and sales. The Company has developed an
integrated wireless technology, called DealerAdvance(TM), which,
among many features, allows automobile dealers to capture a
customer's purchasing requirements, search inventory at multiple
locations, locate an appropriate vehicle in stock and print out
the necessary forms. Through an integrated CRM (Customer
Relationship Management) application, the system sends detailed
tasks for prospect and customer follow-up and produces
management reports to measure compliance. DealerAdvance(TM)
allows sales professionals to increase sales, improve customer
follow-up, and reduce administrative costs.


SUN NETWORK: Salberg & Company Expresses Going Concern Doubt
------------------------------------------------------------
Sun Network Group, Inc., formerly Sun Express Group, Inc., was
formed in 1992 and owned and operated Destination Sun Airlines.
In 1994 the Company sold its Airline assets to Air Tran
Holdings, Inc. and the Company's executives were constrained
under non-compete agreements until September 2000.

After an extensive search for appropriate businesses, on July
16, 2001 the Company acquired all of the assets of the RadioTV
Network, Inc., by means of a merger with its wholly owned
subsidiary, Sun Merger Corp, which RTV is the surviving entity
and which will be operated as a wholly owned subsidiary. RTV
shareholders received 13,333,333 shares of the Company common
stock, in the exchange, which resulted in a change of control of
the Company. Shareholders holding 5% or more of the Company are
Alchemy Media, LLC (28%), RTV Media Corp (17%) and the Coleman
Family Trust (11%).

RTV is a new television network that produces and broadcasts
television adaptations of top rated radio programs. RTV, while
not a "development stage company" is in the early stages of
development of its concept. Founded in 1998, RTV intends to
create a new television network that will produce and distribute
television versions of certain radio programs.

RTV has test marketed its business concept in the Pittsburgh and
Chicago markets and has had agreements with some of the most
successful radio personalities in the United States. RTV intends
to initially broadcast its programs in the originating, local
markets and via syndication and the Internet. Once several
programs are established, RTV will aggregate the shows for
distribution via prospective national digital and analog
carriers.

In fiscal 2001 the Company's subsidiary, RTV, reduced
operational, film and exploitation expenses as it discontinued
the broadcast and syndication of its principal program in
anticipation of changing broadcast outlets and its merger with
Sun. Sun had no continuing operations and financial results for
the year reflect these changes.

In fiscal 2000 the Company's subsidiary, RTV, continued to
develop its programming concept and converted its principal
program into a "weekly" which resulted is less operating
revenues and operational expenses for the year. Sun had no
continuing operations for the year and financial results for the
year reflect these changes.

The independent auditor firm of Salberg & Company, P.A., of Boca
Raton, Florida has stated: "[T]he Company's accumulated deficit
of $575,828 at December 31, 2001, net losses in 2001 of
$164,935, cash used in operations in 2001 of $91,617, working
capital deficit of $102,629 at December 31, 2001 and the need
for additional cash to fund operations over the next year raise
substantial doubt about its ability to continue as a going
concern."


SUNBEAM AMERICAS: Plan Confirmation Hearing Set for Wednesday
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Second Amended Disclosure Statement of Sunbeam
Americas Holdings, Ltd., and its debtor-affiliates, pertaining
to the Debtors' Chapter 11 Plan of Reorganization.  The Court
has determined that the Disclosure Statement contains "adequate
information," as defined in section 1125 Bankruptcy Code,
explaining the proposed Plan of Reorganization.

The hearing on confirmation of the Plan is scheduled for
November 20, 2002, at 10:00 a.m. Eastern Time, at the U.S.
Bankruptcy Court, One Bowling Green, New York, New York, before
the Honorable Judge Arthur Gonzalez.

Sunbeam Corporation, the largest manufacturer and distributor of
small appliances, sells mixers, coffeemakers, grills, smoke
detectors, toasters and outdoor & camping equipment in the
United States, filed for chapter 11 protection on February 6,
2001 in the Southern District of New York. George A. Davis,
Esq., of Weil Gotshal & Manges LLP, represents the Debtors in
their restructuring effort. As of filing date, the company
listed $2,959,863,000 in assets and $3,201,512,000 in debt. In
their June 30, 2002 form 8-K report filed with SEC, the Debtors
account $1,594,787,000 in assets and $2,498,065,000 in
liabilities.


SWAN TRANSPORTATION: Delaware Court Fixes December 18 Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes the
deadline for the creditors of Swan Transportation Company and
its debtor-affiliates, who wish to assert a claim against the
Debtors' estates, to file their proofs of claim or be forever
barred from asserting that claim.

The Court finds that the establishment of a date by which claims
must be asserted against the Debtors is necessary for the
administration of these chapter 11 cases and to protect the
interests of the Debtors, the estates, creditors, and other
parties-in-interest.

All written proofs of claim, to be deemed timely-file, must be
received on or before December 18, 2002 by:

          Lain, Faulkner, & PC
          400 North Saint Paul
          Suite 600, Dallas, Texas 75201

Swan Transportation Company filed for chapter 11 protection on
December 20, 2001. Tobey Marie Daluz, Esq., Kurt F. Gwynne,
Esq., at Reed Smith LLP and Samuel M. Stricklin, Esq., at
Neligan, Tarpley, Stricklin, Andrews & Folley, LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed assets and debts of
over $100 million.


SYNERGY TECHNOLOGIES: Files for Chapter 11 Protection in SDNY
-------------------------------------------------------------
Synergy Technologies Corporation (OTCBB:OILS) has filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in order
to execute an orderly reorganization of its business. Synergy
and its board of directors had considered a number of options
including restructuring, refinancing and a strategic sale of all
or part of its business before determining that reorganization
of operations offered the best alternative for the benefit of
its creditors and shareholders. Carbon Resources Limited, a
wholly owned subsidiary of Synergy, also filed for protection
under Chapter 11.

The Company is in the process of developing a plan for the
reorganization of the Company's operations under the supervision
of the Bankruptcy Court.

Synergy Technologies is developing and bringing to
commercialization two separate and distinct proprietary and
patented processes, SynGen and CPJ. Its novel SynGen technology
converts natural gas and other fossil fuels to hydrogen and
carbon monoxide for use in a variety of applications, including
fuel cells. The company is also developing its highly efficient
CPJ process, a super-heated steam application that converts
heavy oil and refinery bottoms into more usable, higher-API-
gravity crude. Synergy believes it will benefit the global
energy industry through efficient and environmentally friendly
technologies. For additional information, please visit its Web
site at http://www.synergytechnologies.com


SYNERGY TECH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Synergy Technologies Corporation
             fdba Automated Transfer Systems
             333 East 53rd Street, Suite 7E
             New York, New York 10022

Bankruptcy Case No.: 02-15683

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Carbon Resouces Limited                    02-15684

Type of Business: Synergy Tech is a public corporation
                  engaged in the development and licensing of
                  technologies related to the oil and gas
                  industry.

Chapter 11 Petition Date: November 13, 2002

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Arthur Goldstein, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax : (212) 754-6262

Total Assets: $8,735,359

Total Debts: $3,158,794

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Jorgensen, Pierre           Purchase Agreement      $1,025,000
41 Rue De L'Orme Sec. 94240
L-Hay-Les-Roses, France
Tel: 33-146-609366
Fax: 33-146-156423

Catherine Brennan          Convertible Note            $90,000

Burg, Simpson, Elderedge,  Trade Debt                  $76,847
Hersh, Jardine

Gray Cary Ware &           Trade Debt                  $71,199
Freidenrich, LLP

Knight & Duncan            Settlement Agreement        $50,000

Ruffa & Ruffa, P.C.        Trade Debt                  $49,186

Burns, Wall, Smith and     Trade Debt                  $49,984
Mueller, P.C.

Pillsbury Winthrop, LLP    Trade Debt                  $38,404

Lopiano, Vincent           Convertible Note            $36,300

Swan, William              Convertible Note            $36,300

Urbahns, Franklin          Convertible Note            $36,300

Mitchem, Steve             Convertible Note            $36,300

Cohen, Alan                Convertible Note            $36,300

Kalliris, John             Convertible Note            $36,300

Lopiano, Joseph            Convertible Note            $36,300

A. St. George B. Duke      Convertible Note            $30,000
Trust

Ashley, Richard            Convertible Note            $30,000

Banwo & Ighodalo           Trade Debt                  $22,500

KPMG LLP                   Trade Debt                  $22,400

Capital Printing Systems,  Trade Debt                  $21,809
Inc.


THOMAS GROUP: Shareholders Approve Conversion of 2 $1-Mil. Notes
----------------------------------------------------------------
Thomas Group, Inc., (OTCBB:TGIS) announced the results of the
Company's Annual Meeting held on Nov. 11, 2002.

At the meeting, the Company's stockholders voted to approve the
conversion of two $1 million Convertible Promissory Notes into
common stock of the Company. The Notes purchased by General John
T. Chain, Jr., the Company's Chairman of the Board of Directors,
and Mr. Edward P. Evans, a stockholder, were converted into
common stock immediately upon stockholder approval obtained at
the Company's Annual Meeting. The conversion resulted in General
Chain and Mr. Evans acquiring 2,690,450 and 2,672,722 shares of
the Company's common stock and, when combined with stock
previously owned, 29% and 33% of the Company, respectively.

Commenting on the approval of the conversion of the Notes to
common stock John Hamann, President and Chief Executive Officer
said, "I am pleased to announce that our shareholders ratified
the conversion of the two million in notes of Jack Chain and Ned
Evans to equity. This conversion was a key goal of our financing
plan and gives the Company the stability to fund future growth."

In addition, the stockholders approved the Company's nominees
for Directors by electing General John T. Chain, Jr., Richard A.
Freytag, John R. Hamann, James E. Dykes and David B. Mathis.

The stockholders also voted against the proposals for amending
the Company's 1997 Stock Option Plan and amending the Company's
Non-Employee Director Retainer Fee Plan.

Founded in 1978, Thomas Group, Inc., is an international,
publicly traded professional services firm (OTCBB:TGIS). Thomas
Group focuses on improving enterprise wide operations,
competitiveness, and financial performance of major corporate
clients through proprietary methodology known as Process Value
Management(TM), process improvement, and by strategically
aligning operations and technology to improve bottom line
results. Recognized as a leading specialist in operations
consulting, Thomas Group creates and implements customized
improvement strategies for sustained performance improvement.
Thomas Group, known as The Results Company(SM), has offices in
Dallas, Detroit, Zug, Singapore and Hong Kong. For additional
information on Thomas Group, Inc., please visit the Company on
the World Wide Web at http://www.thomasgroup.com

Thomas Group's Sept. 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $1.7 million.


TRANSTEXAS GAS: Files for Chapter 11 Reorganization in Texas
------------------------------------------------------------
TransTexas Gas Corporation (OTCBB:TTXG), along with its
subsidiaries, Galveston Bay Processing Corporation and Galveston
Bay Pipeline Corporation, has filed a petition in the United
States Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division for reorganization under Chapter 11 of
the United States Bankruptcy Code. The Company believes that the
filing offers all of its creditors the most efficient way to
preserve the value of the business while restructuring the
balance sheet and allows implementation of its new business
strategy.

Following a change of leadership earlier this year, the
Company's new management team developed an alternative strategy
to create value at lower risk, by seeking partners for the joint
development of its oil and gas properties and reducing operating
costs. Management is focused upon this strategy, which it
believes will accelerate the development of the Company's
properties. After extensive technical due diligence by
recognized industry partners, management has been very
encouraged by the high level of interest in jointly pursuing
these opportunities. The Company believes that the Chapter 11
process will allow it to more efficiently implement this
program, enter into joint operating agreements and continue
operations in the ordinary course of business, prior to
completing the restructuring of the Company's balance sheet.

In addition, the Company has been advised that over 88% of the
holders of its Senior Secured Notes have reached an agreement in
principle upon the terms of a recapitalization which includes
the conversion of these securities into equity and are in the
process of documenting this agreement.

TransTexas believes that it has sufficient cash liquidity to
meet its immediate operating needs, has no significant
undisputed trade payables, and has funded all of its mineral
lease royalty payment obligations. The Company fully expects to
continue to pay vendors for products and services in the
ordinary course of business. The Company also intends to seek
Bankruptcy Court approval of debtor-in-possession financing in
order to resume an active drilling program and thereby execute
its business strategy. TransTexas and its subsidiaries,
Galveston Bay Processing Corporation and Galveston Bay Pipeline
Corporation, expect to file a Disclosure Statement and Plan of
Reorganization with the Bankruptcy Court as soon as is
practicable

TransTexas is engaged in the exploration, production and
transmission of natural gas and oil, primarily in South Texas,
including the Eagle Bay field in Galveston Bay and the Southwest
Bonus field in Wharton County. Information on the Company,
including the Company's filings with the Securities and Exchange
Commission may be found on the internet at
http://www.transtexasgas.com


TRANSTEXAS GAS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: TransTexas Gas Corporation
             1300 North Sam Houston Parkway East
             Suite 310
             Houston, Texas 77032

Bankruptcy Case No.: 02-21926

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Galveston Bay Processing Corporation       02-21927
     Galveston Bay Pipeline Company             02-21928

Type of Business: The exploration for, production and sale of
                  natural gas and oil.

Chapter 11 Petition Date: November 14, 2002

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Stephen A. Roberts, Esq.
                  Strasburger & Price LLP
                  600 Congress
                  Suite 2600
                  Austin, TX 78701
                  Tel: 512-499-3600
                  Fax : 512-499-3660

                               Total Assets:    Total Debts:
                               -------------    ------------
TransTexas Gas                  $97,950,746     $302,942,103
Galveston Bay Processing         $7,410,003      $14,492,159
Galveston Bay Pipeline           $1,448,096       $2,575,404

A. Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
US Bank Corp. Trust         Service  Notes        $216,333,333
CM-9705                                           Value:
PO Box 70870                                       $19,050,542
St. Paul, MN 55170-9705

Credit Suisse First Boston  Trade Debt              $2,000,000
Management Corporation
11 Madison Avenue
New York, NY 10010

R & B Falcon Drilling USA   Trade Debt              $1,000,000
Trans Ocean Sendco Forex
PO Box 1968
Houma, LA 70361

Jim Wells SWD, Inc.         Trade Debt                $475,018
PO Box 17029
Sugarland, TX 77496

Stroock, Stroock & Lavan    Attorney Fees             $193,783
LLP

Key Energy Services Inc.    Trade Debt                 $20,580

Trinity Storage Srvs, LP    Trade Debt                 $18,224
d/b/a Trinity Field Services

Diamond "B" Industries,     Trade Debt                 $17,050
LLC

Hanover Compressor          Trade Debt                 $10,915
Company

Houston Supply              Trade Debt                 $10,311
and Manufacturing Co. Inc.

Shannon, Martin,            Attorney Fees               $5,765
Finkelstein et al

Gardere Wynne Sewell LLP    Attorney Fees               $5,620

Kiva Construction &         Trade Debt                  $5,358
Engineering, Inc.

Nabors Drilling USA, LP     Trade Debt                  $5,111

Thomas Petroleum, Inc.      Trade Debt                  $4,079

Mark W. Godwin              Trade Debt                  $4,043

Boyd & Davidson, LLC        Trade Debt                  $4,000

Advanced Record Storage     Trade Debt                  $3,268

Applied Terravision Sys     Trade Debt                  $2,940
Inc.

Superior Energy Services    Trade Debt                  $2,628
Corp f/k/a Cardinal Services

B. Galveston Bay Processing's 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Datachem Inc.               Trade Debt                 $17,475

Lases Company Inc.          Trade Debt                  $4,914

Key Energy Services, Inc.   Trade Debt                  $2,865

Farm & Home Supply, Inc.    Trade Debt                    $261

C. Galveston Bay Pipeline's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Greer Herz & Adams L.L.P.   Attorney Fees                 $350

First Choice Power          Trade Debt                     $13


TRICO STEEL: Files Plan and Disclosure Statement in Delaware
------------------------------------------------------------
Trico Steel Company, LLC filed its Liquidating Chapter 11 Plan
and an accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the District of Delaware.  A full-text copy
of the Debtor's Disclosure Statement is available for purchase
at:

  http://www.researcharchives.com/bin/download?id=021110215128

Under the Plan, the Debtor proposes to transfer and assign all
of its rights, title and interests in and to its assets to
Lender LLC.

The Plan further provides for the creation of a Liquidation
Trust for the benefit of holders of Allowed General Unsecured
Claims to which the Debtor shall distribute the:

     i) right and title in the Avoidance Actions,

    ii) the right to receive 1% of Litigation Proceeds in excess
        of $65,000 in cash.

The Debtor will reserve from cash on hand an amount sufficient
to pay Administrative Expense Claim, Priority Claims and Other
Secured Claims.

The Plan classifies all Claims and Interests against the Debtor
into six classes. The classification of treatment of Claims and
Interest under the Plan are:

Class Description      Projected      Est. %  Class status and
                      Distribution   Recovery  Voting Rights
----- -----------     ------------   -------- ----------------
N/A   Administrative  Paid in full.  100%     Not entitled
      Expense Claims                          to vote.
N/A   Priority Tax    Paid in full.  100%     Not entitled
      Claims                                  to vote.
1     Priority Non-   Paid in full.  100%     Unimpaired.
      Tax claims                              Deemed to accept
                                              Plan.
2     Other Secured   Paid in full.  TBD      Impaired. Entitled
      Claims          Receive subj.           to vote.
                      collateral
3     Lender Secured  Available      TBD      Impaired. Entitled
      Claims          Cash and 100%           to vote.
                      of the
                      beneficial
                      interests in
                      Lender LLC.
4     General         $500,000 and   TBD      Impaired. Entitled
      Unsecured       100% of                 to vote.
      Claim           beneficial
                      interests in
                      Liquidation
                      Trust; right
                      to receive 1%
                      of Litigation
                      Proceeds in
                      excess of $65
                      million in
                      respect to
                      Equipment
                      Vendor
                      Litigation.
5     Old Member      No distri-     0%       Impaired. Deemed
      and LTV Claims  bution.                 to reject the
                                              Plan.
6     Old Member      No distri-     0%       Impaired. Deemed
      and LTV         bution.                 to reject the
      Interests                               Plan.

Trico Steel Company, LLC filed for chapter 11 protection on
March 27, 2001 in the U.S. Bankruptcy Court for the District of
Delaware.  Edward J. Kosmowski, Esq., and Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor represent the Debtor in
its restructuring effort.


TRICORD SYSTEMS: Sells Outstanding Technology Assets to Adaptec
---------------------------------------------------------------
Adaptec, Inc. (Nasdaq: ADPT), the global leader in data storage
access solutions, will acquire the outstanding technology assets
of Tricord Systems, Inc., through bankruptcy proceedings.

Based in Plymouth, MN, Tricord developed unique, patented
technology for managing highly scalable, network attached
storage systems. Adaptec plans to use Tricord's technology as
part of the company's efforts to extend its line of external
storage products to include file- and block-based storage
systems.

"Adaptec's vision is to make highly scalable, highly reliable
networked storage easy to use and manage for mid-size
companies," said Ahmet Houssein, vice president and general
manager for Adaptec's Storage Systems Group. "Tricord's solution
is a powerful extension of that vision, enabling hands-off
management, fail-over capabilities and seamless storage
expansion -- key capabilities for network attached storage
solutions."

Adaptec will pay $2 million in cash for the technology assets of
Tricord Systems. The purchase, which Adaptec expects to complete
on November 15, 2002, does not include liabilities or customer
obligations.

Adaptec Inc., provides highly available storage access solutions
that reliably move, manage and protect critical data and digital
content. Adaptec's storage solutions are found in high-
performance networks, servers, workstations and desktops from
the world's leading manufacturers, and are sold through OEMs and
distribution channels to ISPs, enterprises, medium and small
businesses and consumers. Adaptec is an S&P SmallCap 600 Index
member. More information is available at http://www.adaptec.com


UNIFORET: US Noteholders Seek Leave to Appeal Oct. 23 Judgment
--------------------------------------------------------------
Uniforet Inc., and its subsidiaries, Uniforet Scierie-Pate Inc.,
and Foresterie Port-Cartier Inc., said that a group of US
Noteholders will, on November 18, 2002, seek leave to appeal the
judgment rendered by the Superior Court of Montreal on October
23, 2002, which judgment dismissed the proceedings instituted by
the same group of US Noteholders who were contesting the
composition of the class of US Noteholders-creditors. They will
also ask the Court of Appeal to suspend the meeting of that
class of US Noteholders-creditors scheduled for November 25,
2002 to vote on the Company's amended plan of arrangement.

The Company intends to contest this motion for leave to appeal,
as well as any demand to further suspend the holding of the
meeting of that class of US Noteholders-creditors scheduled for
November 25, 2002. The Company will have a new press release
issued once the Court of Appeal will have rendered its decision
on this motion for leave to appeal and, in any event, before
November 25, 2002, the date for the meeting the class of US
Noteholders-creditors.

In the meantime, the Company continues to benefit from the Court
protection afforded to the Company under the "Companies'
Creditors Arrangement Act" and intends to keep on its current
operations and its customers are not affected by the judgment.
Suppliers who will provide goods and services necessary for the
operations of the Company will continue to be paid in the normal
course of business.

Uniforet Inc., is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
P,ribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


UNIVERSAL ACCESS: Board Appoints Lance Boxer as Interim CEO
-----------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS) -- which
has a working capital deficit of about $12 million at September
30, 2002 -- announced that its Board of Directors has appointed
Lance Boxer as Interim CEO, effective Wednesday, November 13,
2002, and has also appointed him to the Board as a Class I
director. Founder Patrick Shutt has resigned as Chairman,
President and CEO, but will remain on the Board. The Universal
Access Board also announced that it has commenced a search for a
new CEO, and will elect a new Chairman.

Mr. Boxer, 48, brings 22 years of executive and technical
management experience in telecom services to Universal Access.
From 1982 until its acquisition by WorldCom in 1998, Boxer held
a number of technical management and senior executive positions
at MCI, culminating as CIO. From 1998 through 2000, he was Group
President, Communications Software Group, Lucent Corporation. In
2001 and 2002, Boxer served as CEO of XOSoft and Sphera Optical
Networks. As previously disclosed, the company has terminated an
agreement to acquire certain assets from and extend post-
bankruptcy financing to Sphera, and has entered into a
settlement agreement related to this matter. Boxer is currently
an independent consultant and also serves as a director of IPC
Information Systems, a privately-held systems integration
company. He holds a BSE from New York University and lives in
New Jersey.

Universal Access was founded in October 1997 with the vision of
enabling a more cohesive data communications network fabric. The
company's primary business is to serve as telecom carriers' and
service providers' outsourced partner for off-net connectivity
and related services. Universal Access more quickly
interconnects the existing long-haul and local assets of many
different network carriers and is thus able to accelerate
service providers' revenues, facilitate the outsourcing of
operating costs and reduce capital expenditures for network
extensions and build-outs. Universal Access Global Holdings Inc.
(Nasdaq: UAXS) is headquartered in Chicago. Additional
information is available on the company's Web site at
http://www.universalaccess.net


US AIRWAYS: Has Until March 31 to Make Lease-Related Decisions
--------------------------------------------------------------
Steven M. Abramowitz, Esq., at Vinson & Elkins, tells the Court
that in 1989, Continental Airlines, Inc., and Eastern Airlines
Inc., entered into a Lease Agreement with the Port Authority of
New York and New Jersey, as lessor, for the construction and
leasing of the East End Terminal at New York's LaGuardia
Airport.

At that time, Eastern was a debtor in a pending Chapter 11 case
before the United States Bankruptcy Court for the Southern
District of New York.

To finance construction of the Terminal, the Port Authority
issued $202,075,000 in Bonds pursuant to a Trust Indenture dated
June 1, 1990 between the Port Authority and The Bank of New
York, as Trustee.

Pursuant to the Facility Lease and related contracts, Eastern
and CAL were required to pay portions of the rental in three
designations: Base Rental, Additional Land Rental and Extra Land
Rental.  Rent was due monthly and in advance directly to the
Port Authority.  In addition, the Facility Lease provided for an
additional rent component, designated Facility Rental, that was
to be paid semi-annually.  The Facility Rental was stated as "a
rental . . . which Facility Rental shall be in an amount which
is sufficient" to pay the debt service on the [Bonds]." Lease
Supplement Para. 87.

Under the Bond Indenture, the Port Authority assigned to the
Bond Trustee, as security for the payment of the Bonds, the Port
Authority's right to receive the Facility Rental.  Mr.
Abramowitz informs Judge Mitchell that the Facility Rental is
payable by the Lessee directly to the Bond Trustee no later than
May 27 and November 26 of each calendar year, and the next
payment is due on November 26, 2002.

In December 1990, CAL filed for bankruptcy in the United States
Bankruptcy Court for the District of Delaware.

In July 1991, in connection with both the Continental Bankruptcy
Case and the Eastern Bankruptcy Case, and pursuant to orders
entered by each of the relevant bankruptcy courts, Eastern
assigned, and CAL assumed, all of the rights and obligations of
Eastern under the Facility Lease and related contracts.
Although the Port Authority or the Bond Trustee did not release
Eastern from its obligations under the Facility Lease, CAL
agreed to indemnify Eastern from any future liability that might
arise under the Facility Lease.

In connection with an Asset Purchase Agreement dated December
13, 1991, CAL sold and assigned all of its rights and
obligations under the Facility Lease and related contracts to
USAir, Inc.  In addition to its rights under the Facility Lease
and related contracts, under the Purchase Agreement, CAL also
sold USAir the operational authorities of the Federal Aviation
Administration for 108 specific times or "slots", that permit a
carrier to conduct landings or takeoffs at LaGuardia Airport
pursuant to the Federal Aviation Regulations, 14 CFR Part 93,
Subparts K and S. CAL received permission for this transaction
under a Port Authority Consent document.

The Port Authority consented to the assignment of the Facility
Lease to USAir, but explicitly did not release CAL from its
obligations to pay rent or perform its obligations, although
Section 7 of the Port Authority Consent provided that each
obligation of CAL under the Facility Lease would be deemed
satisfied through the performance of obligations by USAir. In
connection with the assignment, USAir agreed with CAL to assume
and perform all of the obligations of CAL under the Lease
Agreement and to indemnify and hold CAL harmless for any
obligations resulting from USAir's failure to make payments or
perform under the Facility Lease.

USAir's indemnification obligations were memorialized in
specific provisions of the Purchase Agreement and a Financing
Indemnity Agreement dated January 17, 1992. USAir's
indemnification obligations under the FIA are secured by two
assets:

1) A subordinated mortgage in USAir's leasehold interest in the
    Terminal pursuant to a Wraparound Second Subordinated
    Leasehold Mortgage and Assignment of Leases and Rents
    dated January 17, 1992; and

2) A separate security interest in the LaGuardia Slots pursuant
    to the Slot Security Agreement dated as of January 17, 1992.

The transactions contemplated by the Purchase Agreement, the
Port Authority Consent and the FIA were approved by the
bankruptcy court in the Continental Bankruptcy Case pursuant to
an order entered on January 8, 1992.

Subsequently, in connection with the resolution of the Eastern
Bankruptcy Case, a dispute arose among the Chapter 11 trustee of
Eastern, the Bond Trustee and CAL over their obligations to
reserve or otherwise provide for possible contingent claims of
the Bond Trustee against Eastern in the event that the lease
obligations were not performed by either USAir or CAL.  After
extensive negotiations, the parties entered into a settlement
where the Bond Trustee agreed to release Eastern and its estate
from any liability for the Bonds, and the Bond Trustee and CAL
entered into a Settlement Security Agreement dated February 21,
1995.

Under the Settlement Security Agreement, CAL granted the Bond
Trustee a security interest in all of CAL's rights against USAir
in respect of the FIA, including, without limitation, CAL's
rights under the Wraparound Terminal Mortgage and the Slot
Security Agreement.  This security interest is referred to as
Settlement Collateral.  USAir consented to the Settlement
Security Agreement and related transactions, including the
release of Eastern from any remaining liability under the
Facility Lease.

                        The Current Issues

Mr. Abramowitz asserts that there can be virtually no dispute,
that the premises and other rights covered by the Facility
Lease, including the Terminal and the LaGuardia Slots, represent
a critical part of US Airways Group Inc.'s operations because
they are required for the Debtors' crucial shuttle and other
business at LaGuardia Airport.

Mr. Abramowitz explains that CAL remains liable under the
Facility Lease, and may be required to perform the Debtors'
obligations, including payment of all or a portion of the
Facility Rental, in the event that the Debtors fail to perform
any of their obligations.

CAL readily concedes that certain factors may appear to favor
giving the Debtors a modest extension of time to make its
decision on assumption or rejection, like the complexity of the
Debtors' bankruptcy and the number of leases the Debtors need to
evaluate.  However, CAL contends that the Debtors have failed to
meet their burden of showing that the complexity of the cases or
the number of nonresidential real property leases that need to
be reviewed warrants a 170-day extension.  At a minimum, the
Debtors have failed to meet the burden because there should be
no question regarding the Debtors' need to assume the Facility
Lease in order to reorganize.  Moreover, CAL asserts that the
factors raised by the Debtors are not the sole relevant factors
to be considered, as the Facility Lease is concerned.
Conveniently not mentioned in the Motion is another factor of
profound importance, namely, whether the Debtors' continued
delay in making a determination prejudices non-debtor parties-
in-interest like CAL.

According to Mr. Abramowitz, the Debtors' indecision concerning
the status of the Facility Lease puts CAL in the untenable
position of being unable to determine if it must make critical
operational and financial decisions for the Terminal and CAL's
other operations at LaGuardia, including long-term strategic
space planning for its code share alliances.

LaGuardia Airport and the New York metropolitan area airport
system, including Newark Liberty International Airport, is a
critical part of the CAL system.  The status of the Terminal
could ultimately affect CAL's strategic planning for the New
York metropolitan airport system.  The Debtors' requested
extension will cause CAL to face unreasonable uncertainty about
future material liabilities under the Facility Lease and its
other responsibilities and prospects relating to the Terminal.

It is almost a certainty that the Facility Lease will have to be
assumed for the Debtors to successfully reorganize.  CAL
understands that the Debtors intend to continue to operate and,
in fact, expand, out of LaGuardia Airport under its current
business plan.  Mr. Abramowitz sees no reason why the Debtors
would not assume the Facility Lease immediately, unless the
Debtors do not have confidence in their ability to successfully
reorganize.

Should the Debtors reject the Facility Lease, CAL would move
into the Terminal and operate it as soon as practicable.
However, the move would cost CAL significant amounts of
resources and temporarily disrupt its current operations.  In
light of the current industry situation and the lead time needed
to ensure a successful transition in taking over operation of
the Terminal, it would be highly prejudicial to CAL to have to
wait any longer to learn of the Debtors' intentions regarding
the Facility Lease.

Another significant problem with the Debtors' request is their
failure to provide for full payment of the Facility Lease Rental
amount that comes due on November 26, 2002.  The Debtors
generally state that during any extension of time to decide on
whether to assume or reject their leases, they intend to "make
the required payments of monthly rent attributable to the period
following the date of the Debtors' chapter 11 filings."  Thus,
it appears that the Debtors intend to prorate their rental
obligations.  "It appears that the Debtors will make only that
portion of the Facility Rental, which it determines to be
attributable to the period from the Petition Date to December
1," Mr. Abramowitz notes.

CAL asserts that the payment due on November 26 is not
susceptible to proration, as that payment, which relates to
required debt service on the Bonds, is due entirely on that day
and is not attributable to any other time period.  If the
Debtors do not intend to make the entire payment on November 26,
then the Debtors intend to default under their Facility Lease
obligations. A default, if countenanced, could result in failure
to make the debt service payment on December 1, 2002 and could
obligate CAL to make up all or a portion of the shortfall.

Additionally, if CAL were to make up the shortfall, assuming CAL
were able to determine the required amount and make that
payment, the amounts paid would become secured under the FIA and
CAL may be forced to seek immediate relief from the automatic
stay to foreclose on the collateral for the Wraparound Terminal
Mortgage and the Slot Security Agreement.

Thus, Mr. Abramowitz asserts, allowing Debtors to extend their
lease decision period until March 31, 2003 causes unnecessary
prejudice to CAL.  CAL asks Judge Mitchell not to extend the
Debtors' time to assume or reject the Facility Lease beyond
November 22, 2002 and compel the Debtors to timely perform all
of their obligations under the Facility Lease, including payment
of the Facility Rental in full and without proration.

                         *     *     *

But despite CAL's objection, Judge Mitchell grants the US
Airways Debtors' requests in its entirety, thus giving them
until March 31, 2003, to determine whether to assume, assume and
assign, or reject their unexpired leases. (US Airways Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

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


U.S. PLASTIC: Expects to Complete Workout Talks by Year-End
-----------------------------------------------------------
U.S. Plastic Lumber Corp., (Nasdaq:USPL) announced its operating
results for the three and nine-month periods ended September 30,
2002. The results and discussion that follow pertain solely to
the Company's continuing Plastic Lumber operations, as USPL
completed the sale of its environmental recycling and
remediation business, Clean Earth, Inc., on September 9, 2002.

USPL reported net sales from continuing operations of $10.6
million for the third quarter of 2002, as compared to net sales
of $15.3 million in the third quarter of 2001. The decrease is
due primarily to lower sales of USPL's decking products,
partially offset by increased sales of industrial and commercial
profile products for OEM customers and transportation specialty
products, including railroad ties. USPL also stated that its
liquidity issues and customers' concerns about the Company's
long-term viability were a key factor in the sales decline, and
that the sale of CEI and subsequent restructuring of the balance
sheet should alleviate those concerns. Consolidated operating
loss from continuing operations was $3.4 million for the third
quarter of 2002, as compared to an operating loss of $15.3
million in the same quarter in 2001. The operating loss in the
third quarter of 2001 included a restructuring and asset
impairment charge of $11.5 million, while the operating loss in
2002 included an asset impairment charge of $453,000. Net loss
from continuing operations was $7.5 million, or $0.15 per
diluted share, for the third quarter of 2002, as compared to
$18.9 million, or $0.50 per share, in the third quarter of 2001.
Net loss, including income from USPL's discontinued
Environmental Recycling division, was $2.9 million, as compared
to $16.7 million for the three months ended September 30, 2001.

Net sales from continuing operations for the nine months ended
September 30, 2002 were $39.8 million, compared with $47.5
million in the comparable period of 2001, as net sales were
negatively impacted by the Company's decision to exit the resin
trading business, which has historically been a low margin
business, and by lower sales of the Company's decking products.
Operating loss from continuing operations was $4.4 million for
the nine months ending September 30, 2002 and $19.2 million for
the prior year. Restructuring and asset impairment charges of
$453,000 and $11.6 million negatively impacted operating loss
for the first nine months of 2002 and 2001 respectively. Loss
from continuing operations for the first nine months of 2002 was
$14.9 million, as compared to $27.4 million for the first nine
months of 2001. Net loss, including the results of discontinued
operations, for the nine months ending September 30, 2002, was
$9.6 million, compared to $22.5 million for the prior year.

Commenting on the third quarter and nine-month 2002 results,
Mark Alsentzer, Chairman, CEO and President of USPL said: "While
our third quarter and year to date results continued to be
negatively impacted due to short term cash constraints, we
believe the real story for the third quarter of 2002 is the
completion of the sale of CEI and the restructuring of our
balance sheet. The sale of CEI provided net cash proceeds of
$41.7 million, all of which was used to pay down debt, including
the entire outstanding principal balance on our Senior Credit
Facility. In addition, during the third quarter most of our
$14.5 million of outstanding convertible debentures, all of
which had floating conversion prices with no floor, were
converted to equity or non-convertible debt instruments. These
new instruments will have no cash interest obligations for two
years and the significant overhang on our stock price due to
floating conversion prices has been eliminated."

USPL also reported that it expects to complete the final phase
of its balance sheet restructuring by negotiating a new senior
credit facility and amending its Master Credit Facility with GE
Capital Corporation. The Company believes it is close to
finalizing the terms for these agreements and anticipates having
them in place by the end of this year.

Mike McCann, Chief Operating Officer of USPL, added: "We are
very pleased with our continued progress in developing the
engineered plastics business, notwithstanding the financial
difficulties we have had during the past year and a half. We
continue to experience strong sales growth in our industrial and
commercial profile, railroad tie and returnable packaging
businesses. At the same time we have found that many of our
larger building products customers have recommitted to USPL
based on what we all believe is a superior product offering and
a stabilizing financial situation. With CCA pressure treated
lumber scheduled to be phased out by the end of 2003 and the
capacity we already have in place, we expect to be in an
excellent position to take advantage of the market's trend
toward alternative lumber products.

U. S. Plastic Lumber Corp., is engaged in the manufacture of
plastic lumber, returnable packaging and other value added
products from recycled plastic. U. S. Plastic Lumber is the
nation's largest producer of 100% HDPE recycled plastic lumber.
Headquartered in Boca Raton, Florida, USPL is a highly
integrated, nationwide processor of a wide range of products
made from recycled plastic feedstocks. USPL creates high
quality, competitive building materials, furnishings, and
industrial supplies by processing plastic waste streams into
purified, consistent products. USPL's products are
environmentally responsible and are both aesthetically pleasing
and maintenance friendly. They include such brand names as
Carefree Xteriors(R), RecycleDesign(TM), Trimax(R), Earth
Care(TM), and OEM products including Cyclewood(R). USPL
currently operates three plastic manufacturing centers.


U.S.I HOLDINGS: Working Capital Deficit Tops $12MM at Sept. 30
--------------------------------------------------------------
U.S.I. Holdings Corporation, (Nasdaq:USIH) reported record
financial results for the third quarter ended September 30,
2002.

USI completed its initial public offering on October 25, 2002;
accordingly, the impact of that offering is not reflected in the
financial results for this reporting period.

Revenues for the quarter increased $4.1 million to $79.5 million
from $75.4 million recorded during the same period in 2001.
Excluding the effect of the culling of low margin administration
business, revenues for the quarter increased 8.9% from the same
period in 2001. Results for the period were positively affected
by increased net new business and premium rates on renewals.

EBITDA margin (EBITDA as a percentage of revenues) for the
quarter improved to 21.3% compared to 20.8% recorded during the
same period in 2001. USI defines EBITDA as revenues less
compensation and employee benefits and other operating expenses.

Net income from continuing operations for the quarter increased
$13.3 million to $11.7 million from a loss of $1.6 million
recorded during the same period in 2001. Results for the period
were positively affected by (i) income from the reduction in the
carrying value of the redeemable common stock warrants and stock
appreciation rights and (ii) the reduction in the amortization
of intangible assets principally due to the adoption of SFAS No.
142, Goodwill and Other Intangible Assets, effective January 1,
2002.

Revenues for the first nine months increased $9.8 million to
$237.0 million from $227.2 million recorded during the same
period in 2001. Excluding the effect of the culling of low
margin administration business, revenues for the first nine
months increased 8.0% from the same period in 2001. Net income
from continuing operations for the first nine months increased
$12.4 million to $0.1 million from a net loss of $12.3 million
recorded during the same period in 2001. Results for the period
were positively affected by the items described in the
discussion of third quarter results above.

The income tax expense from continuing operations for the third
quarter and the first nine months of 2002 reflects state and
local taxes only. Federal income taxes and some state and local
income tax provisions have been reduced as a result of the tax
valuation allowance caused by prior net operating losses.

Upon the consummation of USI's IPO, all the outstanding
preferred stock was converted into common stock. As a result,
shares and per share data as of September 30, 2002 are not
meaningful and are not provided in this press release but will
be provided in the Form 10-Q for that quarter, which will be
filed with the Securities and Exchange Commission by December 2,
2002. The number of common shares outstanding after the IPO was
44.6 million.

At September 30, 2002, the Company's balance sheet shows that
its total current liabilities exceeded total current assets by
about $12 million.

"For the third quarter, we achieved our key financial targets --
solid revenue growth and margin expansion, increased net income,
and positive cash flow from operations," said David L. Eslick,
Chairman, President and CEO. "Our continued focus on client
retention, new account development, cross selling, and
operational improvements all contributed to our positive
results." Mr. Eslick added "We believe that our successful IPO
has positioned USI to execute on its long-term business plan and
continue to improve its financial performance."

Founded in 1994, USI is a leading distributor of insurance and
financial products and services to small and mid-sized
businesses throughout the United States. USI is headquartered in
San Francisco and operates out of 58 offices in 20 states.
Additional information about USI, including instructions for the
quarterly conference call, may be found at http://www.usi.biz


V-GPO INC: Independent Auditors Express Going Concern Doubt
-----------------------------------------------------------
V-GPO, Inc., is a business solutions organization providing
software business intelligence tools for supply chain management
excellence in healthcare that also owns/operates and/or manages
healthcare facilities through its wholly-owned subsidiary
International Healthcare Investments, Ltd., Inc.  The Company
was formed on May 4, 2000 under the laws of the State of
Delaware.

The V-GPO purchasing solution enables businesses to optimize
their supply contracts using a sophisticated rules database that
allows them to manage by exception. The system is completely
supplier independent, thus, enabling them to manage all
contracts and purchase transactions from the point of
requisition through receipt.  V-GPO provides a strong emphasis
in the back-end reporting unique and solutions centered
diagnostics of purchasing patterns and purchase contract
utilization and optimization.

On January 1, 2002, the Company completed an Agreement and Plan
of Merger with Epicure Investments, Inc., an inactive publicly
registered shell corporation with no significant assets or
operations, organized under the laws of the State of Florida.
As a result of the acquisition, there was a change in control of
the public entity.  Subsequent to the date of the merger,
Epicure changed its name to V-GPO, Inc.

The Company's revenues increased $508,199 to $749,076 during the
nine months ended September 30, 2002 as compared to $240,877
during the same period in 2001, an increase of 210%.  The
increase is due to an  increased number of contracts entered
through out the period.

The Company's costs and expenses increased from $1,556,058
during the nine months ended September 30, 2001 to $2,058,499
during the same period in 2002. General and administrative
expenses increased $505,344 to $1,608,432 during the quarter.
In addition to incurring costs associated with  implementing the
Company's business plan (e.g., travel, transportation,
professional fees, and consulting fees) during the nine months
ended September 30, 2002, the Company incurred a non-cash
charge to operations of $36,006 in connection with its
acquisition of Epicure Investments, Inc.  During the nine months
ended September 30, 2002 the Company incurred $288,390 of
interest expense associated  with previously incurred debt.

                  Liquidity and Capital Resources

As of September 30, 2002, the Company had a deficit in working
capital of $8,084,717, compared to a deficit in working capital
of $6,924,593 at December 31, 2001, a decrease in working
capital of $1,160,124.  The decrease in working capital was
substantially due to the increase in obligations to vendors of
the Company at September 30, 2002 as compared to December 31,
2001.

As a result of the Company's operating loss of $1,309,423 during
the nine months ended September 30, 2002, the Company generated
a cash flow deficit of $334,556 from operating activities,
adjusted principally for depreciation and amortization of
$161,677 and common stock issued in connection with the
acquisition of Epicure Investments, Inc., of $24,063.  The
Company met its cash requirements during the first nine months
of 2002 through the line of credit proceeds of $46,250, net of
costs and $363,515 of advances from related parties.

While the Company has raised capital to meet its working capital
requirements, additional financing is required in order to
complete the acquisition of related businesses.  The Company is
seeking financing in the form of equity and debt in order to
provide for these acquisitions and for working capital.  There
are no assurances the Company will be successful in raising the
funds required.

In prior periods, the Company has borrowed funds from
significant shareholders of the Company to satisfy certain
obligations.

As the Company continues to expand, it will incur additional
costs for personnel. In order for the Company to attract and
retain quality personnel, the Company anticipates it will
continue to offer competitive salaries, issue common stock to
consultants and employees, and grant Company stock options to
current and future employees.

The effect of inflation on the Company's revenue and operating
results was not significant. The Company's operations are
located primarily in Florida and Texas and there are no seasonal
aspects that would have a material effect on the Company's
financial condition or results of operations.

The Company's independent certified public accountants have
stated in their report included in the Company's December 31,
2001 financial report, that the Company has incurred operating
losses in the last two years, and that the Company is dependent
upon management's ability to develop profitable operations.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.


VALENTIS INC: Stays on Nasdaq and Executes Restructuring Plan
-------------------------------------------------------------
Valentis, Inc., (Nasdaq: VLTS) said that the Nasdaq Listing
Qualifications Panel has determined to continue the listing of
the Company's securities on The Nasdaq National Market while the
Company executes its plan to re-establish compliance with
Nasdaq's continued listing criteria. Additionally, the Company
announced it had reached agreement with all holders of its
Series A preferred stock, whereby the holders have voted in
favor of conversion of all of the outstanding shares of Series A
preferred stock to common stock and to waive certain rights with
respect to the Series A Preferred Stock. This conversion, along
with a proposal to affect a reverse split of the Company's
common stock, is subject to approval by shareholders.

"The strategic plan management presented to Nasdaq included
reducing our monthly cash burn, restructuring our Series A
preferred stock so it would classified as equity rather than
debt and effecting a reverse stock split to achieve compliance
with the $1.00 per share minimum bid price for listing on
Nasdaq," commented Benjamin F. McGraw, III, President & Chief
Executive Officer. "We have already reduced our burn rate and
reached an agreement with our Series A preferred stock holders
to convert their stock. This conversion, along with a reverse
stock split will now be presented to shareholders for approval.
These are crucial steps that we believe can prevent a redemption
event by the holders of our Series A preferred stock and allow
us to maintain listing on a Nasdaq market so that we can
efficiently raise capital to fund our product development
programs."

On November 11, 2002, the Company received a written
determination from the Panel regarding its status as a listed
company on The Nasdaq National Market. The Panel will allow
continued listing of the Company's securities on The Nasdaq
National Market, provided that the Company comply with specified
conditions, including receipt stockholder approval for a reverse
stock split and restructuring of its Series A preferred stock on
or before January 15, 2003, such that it would result in
stockholders' equity of $10 million and a closing bid price of
at least $1.00 per share of the Company's common stock. In
addition, the Company will be required to demonstrate its
ability to sustain compliance with all requirements for
continued listing on The Nasdaq National Market.

Additionally on November 11, 2002, the Company and each holder
of Series A preferred stock entered into an Amendment, Consent
and Waiver Regarding the Subscription Agreement and Certificate
of Designations for the Series A Preferred Stock to restructure
certain terms of the Company's Series A preferred stock. Under
the terms of the Amendment, Consent and Waiver, the holders of
Series A preferred stock agreed to, among other concessions and
pursuant to an Amended and Restated Certificate of
Incorporation, eliminate the redemption features of the Series A
Preferred Stock, in exchange for adjustment of the conversion
price of the Series A preferred stock to $0.242. The Series A
Adjusted Conversion Price is the average of the closing prices
of the Company's Common Stock for the ten trading days prior to
the execution date of the Amendment, Consent and Waiver. The
holders of the Series A preferred stock additionally voted in
favor of conversion of the Series A preferred stock into Common
Stock at the Series A Adjusted Conversion Price. The continuing
effectiveness of the Amendment, Consent and Waiver is
conditioned on, among other requirements, the Company obtaining
approval of the Company's common stockholders of the Amended and
Restated Certificate of Incorporation and filing the Amended and
Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware by January 31, 2003.

The Company has filed with the SEC a preliminary proxy statement
soliciting stockholder approval of the Amended and Restated
Certificate of Incorporation and the transactions to be effected
thereby. If stockholder approval is obtained, and all
outstanding shares of Series A Preferred Stock are converted
into shares of Common Stock at the Series A Adjusted Conversion
Price, the Company estimates that it will have stockholders'
equity of approximately $7 million. Accordingly, the Company
will be required to take other actions to maintain compliance
with the maintenance standards of The Nasdaq National Market,
particularly the $10 million stockholders' equity requirement,
which actions may include obtaining additional financing through
public or private sales of equity securities or strategic
partnership arrangements. The Panel has notified the Company,
however, that in the event the Company fails to demonstrate
compliance with all requirements for continued listing on The
Nasdaq National Market, the Company's securities may be
transferred to The Nasdaq SmallCap Market, provided the Company
evidences compliance, as well as an ability to sustain
compliance, with the requirements for continued listing on that
market.

To be transferred to The Nasdaq SmallCap Market, the Company
must satisfy the applicable listing maintenance standards
established by Nasdaq, including a $1.00 per share minimum bid
price and stockholders' equity of at least $2.5 million.
Although there is no assurance that the Panel will transfer the
Company's securities to The Nasdaq SmallCap Market in the event
of delisting from The Nasdaq National Market, the Company
believes at this time that the Company would qualify for listing
on The Nasdaq SmallCap Market if stockholder approval of the
Amended and Restated Certificate of Incorporation, and the
transactions to be effected thereby, were obtained. The Company
believes such listing would benefit all of its stockholders.
Like The Nasdaq National Market, the Nasdaq SmallCap Market
operates under an electronic, screen-based dealer market with
trading executed through an advanced computer and
telecommunications network.

In the event stockholder approval of the Amended and Restated
Certificate of Incorporation and the transactions to be effected
thereby are not obtained by January 3, 2003, Nasdaq will likely
delist the Company's Common Stock from The Nasdaq National
Market, the Company's Common Stock would not qualify for listing
on The SmallCap Market, and the Company's Common Stock may then
trade on the OTC Bulletin Board or OTC Market. In that event,
the holders of Series A Preferred Stock may require the Company
to redeem all of their Series A Preferred Stock. The Company
would not have sufficient capital resources to effect such a
redemption.

Valentis is converting biologic discoveries into innovative
products. Valentis has three product platforms for the
development of novel therapeutics: the gene medicine,
GeneSwitchr and DNA vaccine platforms. The Del-1 gene medicine
is the lead product for the gene medicine platform of non-viral
gene delivery technologies. Del-1 is an angiogenesis gene that
is being developed for the treatment of peripheral arterial
disease and ischemic heart disease. The EpoSwitchT therapeutic
for anemia is the lead product for the GeneSwitchr platform and
is being developed to allow control of erythropoietin protein
production from an injected gene by an orally administered drug.
The Company has also developed proprietary PINCT polymer-based
delivery technologies for intramuscular administration of
vaccines that provide for higher and more consistent levels of
antigen production. Additional information is available at
http://www.valentis.com

                         *    *    *

                  Going Concern Uncertainty

As reported in Troubled Company Reporter's October 2, 2002
edition, the Company stated:

"Valentis has received a report from our independent auditors
covering the consolidated financial statements for the fiscal
year ended June 30, 2002 that includes an explanatory paragraph
which states that the financial statements have been prepared
assuming Valentis will continue as a going concern. The audit
report issued by our independent auditors may adversely impact
our dealings with third parties, such as customers, suppliers
and creditors, because of concerns about our financial
condition.  The explanatory paragraph states the following
conditions which raise substantial doubt about our ability to
continue as a going concern:  (i) we have incurred recurring
operating losses since inception, including a net loss of $33.1
million for the year ended June 30, 2002, and our accumulated
deficit was $192.2 million at June 30, 2002; (ii) our cash and
investment balance at June 30, 2002 was $19.1 million, and we
had a net capital deficiency of $7.7 million at June 30, 2002;
and (iii) we have been notified that we have not complied with
certain listing requirements of the Nasdaq National Market, and
holders of our Series A preferred stock may require us to redeem
their shares for cash if our common stock ceases to be listed on
the Nasdaq National Market. Such redemption could aggregate up
to $30.8 million.  Assuming that the holders of our Series A
preferred stocks exercise their redemption rights, we will not
have sufficient financial resources to satisfy these redemption
obligations.

"We will need to raise additional funds to continue our
operations.  We will have insufficient working capital to fund
our near term cash needs unless we are able to raise additional
capital in the near future.  We may not be able to obtain
additional financing on acceptable terms, or at all. Any failure
to obtain an adequate and timely amount of additional capital on
commercially reasonable terms will have a material adverse
effect on our business, financial condition and results of
operations, including our viability as an enterprise.  As a
result of these concerns we are pursuing strategic alternatives,
which may include the sale or merger of our business, sale of
certain assets, seeking protection under the bankruptcy laws or
other actions."


VECTOUR: Liquidating Plan Contemplates Substantive Consolidation
----------------------------------------------------------------
VecTour Inc., and its debtor-affiliates filed their Consolidated
Liquidating Chapter 11 Plan and a Disclosure Statement with the
U.S. Bankruptcy Court for the District of Delaware.  To purchase
a full-text copy of the Debtors' Disclosure Statement, go to:

   http://www.researcharchives.com/bin/download?id=021110212643

The Plan contemplates the substantive consolidation of the
Debtors' Estates into a single bankruptcy estate.  Pursuant to
the Substantive Consolidation and subject to the occurrence of
the Effective Date:

     i) all Intercompany Claims by and among the Debtors will
        be eliminated;

    ii) all assets and liabilities of the Debtors will be
        merged or treated as though they were merged into the
        Estate of the Surviving Debtor;

   iii) all prepetition cross-corporate guarantees and co-debts
        of the Debtors shall be eliminated and discharged;

    iv) all Claims based upon guarantees of collection, payment
        or performance made by one of more of the Debtors as to
        the obligations of another Debtor or of any Person shall
        be discharged, released and of no further force and
        effect;

     v) any obligation of any Debtor and all guarantees thereof
        executed by one of more of the Debtors shall be deemed
        to be one obligation of the Surviving Debtor; and

    vi) any Claims filed or to be filed in connection with any
        obligation and guarantees shall be deemed one Claim
        against the consolidated Debtors.

VecTour, Inc., is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001. David B. Stratton, Esq., and David M.
Fournier, Esq., at Pepper Hamilton LLP represent the Debtors in
their restructuring effort.


VERMONT MUTUAL: S&P Hatchets Financial Strength Rating to BBpi
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial
strength ratings on Montpelier-based Vermont Mutual Insurance
Co., (Vermont Mutual; NAIC: 26018) and its related reinsured
pool members, Northern Security Insurance Co., and Granite
Mutual Insurance Co., to 'BBpi' from 'BBBpi' based on declining
capitalization and poor operating performance.

"The company has had an underwriting loss for four consecutive
years and until 2000 was able to offset the underwriting loss
with good investment performance," observed credit analyst
Polina Chernyak.

More than 92% of the company's business is in Massachusetts,
Vermont, New Hampshire, Maine, and Connecticut, and its products
are marketed through independent general agents. The company,
which began business in 1828, is licensed in 13 states and is a
member of Vermont Mutual Group, a mid-sized insurance group with
consolidated 2001 surplus of $72 million. Vermont Mutual owns
100% of the common stock of Northern Security and has an
affiliation agreement with Granite Mutual. Effective Jan. 1,
1998, VMG amended its inter-affiliated pooling agreement, making
Vermont Mutual the lead participant, assuming 100% of premiums
from Northern Security and Granite Mutual.

'pi' ratings, denoted 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.
'pi' ratings 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.


WCI COMMUNITIES: Completes New $187-Million Credit Agreement
------------------------------------------------------------
WCI Communities, Inc., (NYSE:WCI) has completed the syndication
of a new $187 million secured revolving construction loan
facility on October 30, 2002. The facility includes 11 lending
institutions. The new line has a maturity of October 2005.

Participating institutions include Wachovia Bank, N.A., which
served as agent and lender, and Wachovia Securities, Inc. as
lead arranger and sole book manager. Other participating banks
included AmSouth Bank, Bank United, F.S.B., Colonial Bank,
Commerzebank, Fleet National Bank, Mid First Bank, National City
Bank, Republic Bank of Florida, SunTrust Bank, and Union
Planters Bank.

Senior Vice President and Chief Financial Officer Jim Dietz said
the new credit facility is another successful application of
WCI's construction loan financing strategy. "This new facility
provides WCI with a fully committed facility designed to safely
fund the construction of two large, profitable residential
towers, Belize at Cape Marco and BellaMare at Williams Island,"
Dietz said. "We are very pleased with the support shown by four
new participating banks, as well as our agent for this
syndication, Wachovia," he added.

Belize is a 24-story luxury residential tower located within
Cape Marco, a 30-acre gated tower community on the southern tip
of Marco Island. Slated for completion in June 2004, it is the
first of two towers WCI plans in the community. Currently, 145
of the tower's 148 units are under contract, representing more
than $224 million in sales.

BellaMare is a 30-story luxury tower in an 80-acre gated
community on the Intracoastal Waterway at Williams Island,
Aventura. The tower will feature 210 residential units from
2,200 to over 7,000 air-conditioned square feet, priced from
$800,000 to over $3 million. Completion of the tower is planned
for the first quarter 2005.

For more than 50 years WCI has been creating amenity-rich,
leisure-oriented master-planned communities that serve affluent
homebuyers in Florida. Based in Bonita Springs, WCI is a
publicly held company with 34 communities located in many of
Florida's coastal markets. WCI's award-winning communities
currently feature more than 600 holes of golf, more than 1,000
boat slips at five deep-water marinas, and various country club,
tennis and recreational facilities and several luxury hotels.
The company's land holdings include approximately 15,000 acres.

WCI's homebuilding operations serve primarily move-up,
retirement and second home buyers, with prices from $100,000 to
more than $10 million. In addition to traditional single homes,
the company also builds luxury high-rise residences. It also
derives income from real estate services including Prudential
Florida WCI Realty, mortgage, title and property management
services, as well as through the operation of its amenities such
as golf courses, restaurants and marinas.

For more information about WCI and its residential communities
visit http://www.wcicommunities.com

                          *     *     *

As reported in Troubled Company Reporter's October 25, 2002
Standard & Poor's affirmed its double-'B'-minus corporate credit
rating on WCI Communities Inc.  Concurrently, the Outlook is
revised to Stable from Positive. At the same time, Standard &
Poor's assigns its double-'B'-minus rating to the company's new
$350 million unsecured bank facility.

The ratings acknowledge this Florida-based homebuilder's strong
position in select coastal markets, solid profitability, and
improved financial risk profile. The outlook revision
acknowledges revised third quarter earnings estimates, which
will be negatively impacted by write-offs related to two
projects. Management has also noted some softening of demand
within the company's luxury home product niche, which roughly
comprises one third of WCI's homebuilding business.


WOLF CAMERA: Plan Confirmation Hearing Scheduled for December 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved Wolf Camera, Inc.'s Disclosure Statement pertaining to
the Debtor's First Amended Liquidating Chapter 11 Plan.  The
Court has determined that the Disclosure Statement contains
"adequate information" explaining the Plan, as required by Sec.
1125 of the U.S. Bankruptcy Code.

The hearing to consider confirmation of the Plan is scheduled to
convene on December 12, 2002 at 10:00 a.m. Eastern Time.  All
written objections to the confirmation of the Plan must be
received no later than December 2, 2002 by:

     1) Powell, Goldstein, Frazer & Murphy, LLP
        16th Floor, 191 Peachtree Street NE
        Atlanta, GA 30303
        Attn: Jeffrey W. Kelley;

     2) Greenberg Traurig LLP
        3920 Northside Parkway, Suite 400
        Atlanta, GA 30327
        Attn: DavidKurzweil;

     3) the Office of the United State Trustee
        75 Spring Street, 3rd Floor
        Atlanta, GA 30303
        Attn: Leroy Culton; and

     4) Morgan, Lewis & Bockius LLP
        101 Park Avenue
        New York, NY 10178
        Attn: Wendy S. Walker.

Wolf Camera, a company that offers a complete inventory of
traditional photography and digital imaging products and
services, frames, albums and accessories, filed for chapter 11
protection on June 21, 2001 in the Northern District of Georgia.
David A. Geiger, Esq., at Powell, Goldstein, Frazer & Murphy,
represents the Debtors in their restructuring effort. When the
company filed for protection from its creditors, it listed an
estimated over $100,000,000 in assets and $100,000,000 in debt.


WORLDCOM INC: Court Fixes January 23, 2003 as Claims Bar Date
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained a
Court order establishing January 23, 2003 at 4:OO p.m. (Eastern
Time) as the deadline for WorldCom's creditors to file proofs of
claim.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, explains that under the Bar Date Order, each person or
entity that asserts a prepetition claim against the Debtors must
file an original, written proof of claim that substantially
conforms to the Debtors' Proof of Claim Form or the Official
Form No. 10.  The Proof of Claim must be delivered on or before
the Bar Date to Bankruptcy Services LLC or to the United States
Bankruptcy Court, WorldCom Claims Docketing Center at One
Bowling Green, Room 534 in New York.

The WorldCom Claims Docketing Center will not accept proofs of
claim by telecopy or electronic mail transmission.  Proofs of
Claim are deemed timely filed only if these claims are actually
received by the WorldCom Claims Docketing Center on or before
the Bar Date.

Pursuant to the Bar Date Order, these persons or entities are
not required to file a Proof of Claim:

  A. any person or entity that has already properly filed, with
     the Clerk of the United States Bankruptcy Court for the
     Southern District of New York, a Proof of Claim against the
     Debtors utilizing a claim form that substantially conforms
     to Official Form No. 10;

  B. any person or entity whose claim is listed on the Schedules
     and:

     -- whose claim is "disputed," "contingent," or
        "unliquidated";

     -- whose claim is identified as against a specific Debtor;

     -- who does not dispute the specific Debtor identified
        against which the person's or entity's claim is
        asserted; and

     -- who does not dispute the amount or nature of the claim
        for the person or entity as presented in the Schedules;

  C. any person or entity having a claim under Sections 503(b)
     or 507(a) of the Bankruptcy Code as an administrative
     expense of the Debtors' Chapter 11 cases;

  D. any person or entity whose claim has been paid in full by
     any of the Debtors;

  E. any person or entity that holds an interest in any Debtor,
     which is based exclusively on the ownership of common or
     preferred stock, membership interests, partnership
     interests, or warrants or rights to purchase, sell or
     subscribe to the security or interest; provided, however,
     that interest holders who wish to assert claims against any
     of the Debtors that arise out of or relate to the ownership
     or purchase of an interest, including claims arising out of
     or relating to the sale, issuance, or distribution of the
     interest, must file proofs of claim on or before the Bar
     Date;

  F. any Debtor having a claim against another Debtor;

  G. any person or entity that holds a claim that has been
     allowed by an order of this Court entered on or before the
     Bar Date;

  H. any person or entity that holds a claim solely against any
     of the Debtors' non-debtor affiliates; and

  I. any person or entity whose claim is limited exclusively to
     the repayment of principal, interest, and other applicable
     fees and charges on or under any debt security issued by
     the Debtors pursuant to an indenture; provided, however,
     that:

     -- the exclusion will not apply to the indenture trustee
        under the applicable indenture;

     -- each Indenture Trustee will be required to file one
        Proof of Claim, on or before the Bar Date, on account of
        all of the Debt Claims on or under the applicable Debt
        Instruments; and

     -- any holder of a Debt Claim wishing to assert a claim
        other than a Debt Claim will be required to file a Proof
        of Claim with respect to the claim on or before the Bar
        Date, unless another exception applies.

The Bar Date Order further provides that any person or entity
that holds a claim arising from the rejection of an executory
contract or unexpired lease must file a rejection claim by the
later of:

    -- the Bar Date; and

    -- 30 days after the effective date of rejection.

                        Proof of Claim Form

Due to the size and complexity of these bankruptcy cases, the
Debtors, with BSI's assistance, have prepared a Proof of Claim
form tailored to these Chapter 11 cases, which is based on
Official Form 10.

According to Ms. Goldstein, there are currently 179 Debtors in
these cases.  To avoid confusion and facilitate the claims
reconciliation process, all creditors are required to file
separate Proofs of Claim with respect to each Debtor.  To assist
creditors in completing separate Proofs of Claim relating to
each Debtor entity against which a particular creditor may hold
a claim, the Debtors will include an attachment with the Proof
of Claim sent to each creditor that sets forth:

    -- each Debtor and its Chapter 11 case number;

    -- the amount of claim a creditor holds against each Debtor
       entity as described in the Schedules;

    -- the type of claims held by the creditor; and

    -- whether the claim is disputed, contingent, or
       unliquidated.

This will permit each creditor to readily ascertain how its
claims are scheduled against the specific Debtors without having
to examine the Schedules.  If the creditor disagrees with the
information included on the Proof of Claim Attachment, the
creditor is required to file a Proof of Claim identifying the
Debtor against which the creditor is asserting a claim and the
amount and type of claim.

Other modifications to the Official Form:

  -- allow the creditor to correct any incorrect information
     contained in the name and address portion; and

  -- add additional categories to the basis of claim section.

In addition, the Bar Date Order provides that each Proof of
Claim filed must:

  -- be written in the English language;

  -- be denominated in lawful currency of the United States as
     of the Petition Date;

  -- conform substantially with the Proof of Claim provided or
     Official Form No. 10;

  -- indicate the Debtor against which the creditor is asserting
     a claim; and

  -- be signed by the claimant or, if the claimant is not an
     individual, by the claimant's authorized agent.

        Consequences of Failure to File a Proof of Claim

Ms. Goldstein emphasizes that any claim holder who is required,
but fails, to file a Proof of Claim on or before the Bar Date
will be forever barred, estopped, and enjoined from asserting
any claim against the Debtors and their estates.  Each Debtor
and its estate and property will be forever discharged from any
and all indebtedness or liability with respect to the claim, and
the holder will not be permitted to:

  -- vote to accept or reject any plan of reorganization filed
     in these Chapter 11 cases, or

  -- participate in any distribution in the Debtors' Chapter 11
     cases on account of the claim, or

  -- receive notices regarding the claim or with respect to the
     Debtors' Chapter 11 cases.

           Notice of the Bar Date Order and the Bar Date

Ms. Goldstein relates that the Debtors will mail, in addition to
Proof of Claim forms, a notice of the Bar Date Order to:

  -- the U.S. Trustee;

  -- attorneys for the Debtors' postpetition lenders;

  -- each member of the Committee appointed in these Chapter 11
     cases and the attorneys for the Committee;

  -- the court-appointed examiner and his attorneys;

  -- the court-appointed corporate monitor and his attorneys;

  -- all known holders of claims listed on the Schedules;

  -- all parties known to the Debtors as having potential claims
     against the Debtors' estates;

  -- all counterparties to the Debtors' executory contracts and
     unexpired leases listed on the Schedules;

  -- the District Director of Internal Revenue for the Southern
     District of New York;

  -- the Securities and Exchange Commission;

  -- the United States Attorney for the Southern District of New
     York;

  -- the attorneys for the ad hoc committee of MCI Noteholders;
     and

  -- all parties to whom the Debtors are required to give notice
     pursuant to this Court's order dated July 29, 2002,
     establishing notice procedures.

                         Publication Notice

The Debtors have determined to give notice by publication to:

  -- those creditors to whom no other notice was sent and who
     are unknown;

  -- known creditors with addresses unknown to the Debtors; and

  -- potential creditors with claims unknown to the Debtors.

Pursuant to Rule 2002(1) of the Federal Rules of Bankruptcy
Procedures, the Debtors will publish the Bar Date Notice once in
The Wall Street Journal (National Edition), The New York Times
(National Edition), The Washington Post (National Edition), and
The Clarion-Ledger, on or before December 29, 2002.
Additionally, the Debtors will publish the Bar Date Notice
electronically on the independent website authorized by the Case
Management Order at: http://www.elawforworldcom.com The Bar
Date Notice includes a telephone number that creditors may call
to obtain copies of the Proof of Claim form and information
concerning the procedures for filing Proofs of Claim. (Worldcom
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WORLDCOM INC: GSA Exercises Option on MCI WorldCom Contract
-----------------------------------------------------------
The U.S. General Services Administration (GSA) announced that it
has exercised an additional one- year contract option with MCI
WorldCom Communications Inc.  As part of GSA's FTS2001 contract,
MCIW, a WorldCom Inc., subsidiary will continue to provide
contract services necessary for the government to satisfy its
telecommunications needs, including mission-critical
requirements. Awarded on January 11, 1999, the initial contract
term of four years has been renewed to cover the period of
January 11, 2003, through January 10, 2004. Also, GSA suspended
former WorldCom officials Scott D. Sullivan and David F. Myers
from conducting business with the federal government.

In deciding to exercise the contract option, GSA indicated that
MCIW's performance has been consistent with the terms of the
contract even after the announcements early this year of
WorldCom's financial difficulties and its Chapter 11 bankruptcy
filing. GSA is working closely with the Department of Justice,
which is representing the government's interests in Bankruptcy
Court to insure that FTS contract interests are being taken into
account and are not impaired.

MCIW currently provides telecommunications services to some of
the larger organizations in the federal government, including
the Departments of Defense, Interior, Commerce (including the
U.S. Weather Service hotline), Health and Human Services and
Transportation. The contract also includes service to the
Federal Aviation Administration, the Social Security
Administration (including its hotline number) and the Nuclear
Regulatory Commission.

GSA's decision to suspend former WorldCom Chief Financial
Officer Sullivan and former Controller Myers is based on
adequate evidence of criminal wrongdoing. Mr. Sullivan has been
indicted on seven criminal counts, including securities fraud,
conspiracy to commit securities fraud and filing false
statements with the Securities and Exchange Commission, and
those charges are pending.  Mr. Myers pled guilty to securities
fraud, conspiracy to commit securities fraud and filing false
statements with the SEC. Under federal law, an indictment or a
guilty plea for such offenses is adequate evidence of misconduct
to support suspension of these individuals from future
government business.

The names of the two individuals suspended are included in the
List of Parties Excluded From Federal Procurement and Non
Procurement Programs, which contains the names of entities and
individuals debarred, suspended, proposed for debarment, or
declared ineligible by any agency of the Federal Government. The
suspensions, which will remain in effect for the duration of
legal proceedings, are effective throughout the executive branch
of the Federal Government and apply to all new business with the
Federal government.

GSA is a centralized federal procurement and property management
agency created by Congress to improve government efficiency and
help federal agencies better serve the public. It acquires, on
behalf of federal agencies, office space, equipment,
telecommunications, information technology, supplies and
services. GSA, comprised of 14,000 associates, provides services
and solutions for the office operations of over 1 million
federal workers located in 8,300 government -owned and leased
buildings in 1,600 U.S. communities.

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4), DebtTraders
reports, are trading at 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


XENEX INNOVATIONS: Enters Debt Conversion Pacts with Creditors
--------------------------------------------------------------
Xenex Innovations Ltd., (TSX Venture: XX) has entered into debt
settlement arrangements with certain creditors, including
certain members of the management. A total of 630,000 common
shares at a deemed price of $0.15 each will be issued to the
creditors in settlement of indebtedness in the amount of
$220,500 upon receipt of regulatory approval.

Xenex is a high tech company commercializing the PC Radar
Technology with initial application focused on the marine
navigation industry. Additional applications for the PC Radar
Technology include surveillance, search, detection, guidance,
military, nautical, aeronautical and security industries.


XO COMMS: Sept. 30 Net Capital Deficit Widens to $2.8 Billion
-------------------------------------------------------------
XO Communications, Inc., (OTCBB:XOXOQ) announced financial
results for the three and nine month periods ended September 30,
2002.

Total revenue was $301.5 million in the third quarter of 2002
compared to $331.5 million for this same period in 2001. This
decrease resulted from a combination of economic factors, as
well as the sale of XO's European operations in February 2002.
Year-to-date revenue for the nine months ended September 30,
2002 totaled $960.4 million, a 4.9% increase over the comparable
period in 2001.

Of the total revenue reported in the third quarter of 2002,
$158.0 million was derived from voice services, which includes
revenue from local, long distance and other enhanced voice
services, and $109.9 million was attributable to data services,
which includes Internet access, network access, and web hosting.

Revenue from integrated voice and data services totaled $33.4
million and other revenue totaled $0.2 million in the third
quarter of 2002.

Also, at September 30, 2002, XO's balance sheet shows a total
shareholders' equity deficit of about $2.8 billion.

The company reported positive EBITDA of $0.3 million in the
third quarter of 2002, compared to an EBITDA loss of $53.5
million in the third quarter of 2001. This is the second
consecutive quarter that XO has reported positive EBITDA
results.

As of September 30, 2002, XO had approximately $554.5 million in
cash and marketable securities on hand, a slight increase from
the $535.9 million in cash and marketable securities on hand as
of the end of the second quarter.

This increase primarily resulted from improvements in the
collection of accounts receivable and the deferral or avoidance
of certain payments as a result of the Company's bankruptcy
proceedings.

Under its existing business plan, and assuming that the
company's restructuring is implemented in late 2002, XO
currently estimates that the cash and marketable securities on
hand as of September 30, 2002 will be sufficient to fund its
operations for the remainder of 2002 and throughout 2003.

Throughout its restructuring period, it has been business as
usual for XO, offering the same high quality products and
services that its business customers have come to expect. In
particular, XO has seen significant growth in its XOptions
services, which combines traditional Internet/data and voice
services into a series of easy-to-buy packages with monthly flat
rate pricing.

More than 10,000 XOptions bundles have been sold to businesses
across the United States since their introduction in September
2000.

Additionally, in August 2002, XO agreed to amend various
agreements with Level 3 Communications, Inc. related to XO's
acquisition of its inter-city fiber networks in the United
States from Level 3 and the recurring maintenance expenses
relating to that network.

Under the amendments, XO will surrender its right to six of its
24 fibers and an empty conduit in the inter-city network.

In exchange, beginning in 2003 and continuing over the remaining
term of the agreement, the operating and maintenance fees and
fiber relocation charges payable by XO under the agreements with
Level 3 will be reduced from the current rate of approximately
$17.0 million annually to a fixed rate of $5.0 million annually.

Closing of these transactions is subject to several conditions,
including receipt of regulatory approvals. XO recorded a $477.3
million non-cash write-down of these assets during the third
quarter of 2002. The write-down is based on the book value of
the surrendered facilities and does not reflect the future
benefits of the related expense reductions described above.

The bankruptcy court in XO's bankruptcy proceeding has scheduled
a hearing today, November 15, 2002, to consider XO's request for
an order confirming its stand-alone reorganization plan.

Receipt of that confirmation order will set the stage for XO to
implement the stand-alone reorganization plan and emerge from
its Chapter 11 bankruptcy proceedings upon receipt of necessary
state and federal regulatory approvals.

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access,
Virtual Private Networking (VPN), Ethernet, Wavelength, Web
Hosting and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in more than 60 markets throughout the
United States.


ZANY BRAINY: Gets Court Okay to Delay Entry of Final Decree
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Zany Brainy, Inc., and its debtor-affiliates'
request to delay entry of final decree in Zany's chapter 11
case, number 01-1749, until March 3, 2003.

As previously reported in the Troubled Company Reporter's
September 19, 2002 edition, the delay is necessary to afford
Zany sufficient time to complete the evaluation of all
outstanding claims and interests filed against its estates and
to resolve certain other pending matters.

Zany Brainy was a leading specialty retailer of high quality
toys, games, books and multimedia products for children.  The
company filed for chapter 11 protection on May 15, 2001.  Mark
D. Collins, Esq., and Daniel J. DeFranceschi, Esq., at Richards
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $200,862,000 in assets and
$131,283,000 in debts.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981092/internetbankrupt

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.

                          *********

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 ***