TCR_Public/021120.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 20, 2002, Vol. 6, No. 230    

                          Headlines

360NETWORKS: Secures Approval of Settlement Pact with NetRail
ABITIBI-CONSOLIDATED: Airs Disappointment over Moody's Downgrade
ACCEPTANCE INSURANCE: Will Defer Interest Payments on Preferreds
ADELPHIA COMMS: Court Okays Dow Lohnes to Perform Legal Services
ADVANCED TISSUE: Wins Approval to Sell Interest in Dermagraft JV

AMERCO: Second Quarter 2003 Results Show Improvement
AMERICAN COMM'L: S&P Junks and Places Ratings on Watch Negative
AMERICREDIT: Completes 2nd Asset-Backed Securitization in Canada
ANC RENTAL: Signs-Up Lincoln Property to Market Texas Property
ARMSTRONG: Gets Nod to Hire American Appraisal for Valuation

ASIA GLOBAL CROSSING: Inks Pact to Sell Assets to Asia Netcom
ASSET SECURITIZATION: Fitch Junks Rating on Class A-6 Notes
AT&T: Comcast Corp. Completes AT&T Broadband Transaction
AT&T: Spins Off AT&T Broadband and Completes Merger with Comcast
AT&T WIRELESS: Names Mellon Investor Services as Transfer Agent

BAUSCH & LOMB: Completes $150-Mill. 6.95% Senior Note Offering
BETHLEHEM STEEL: Reduces Protected Overdraft to $5 Million
BUDGET GROUP: Intends to Boost Budget Germany Equity by $1 Mill.
BURLINGTON INDUSTRIES: Inks Agreement to Bolt Strategic Alliance
CANWEST MEDIA: S&P Cuts Ratings to B+ on Continued High Leverage

CANWEST MEDIA: Says S&P Overlooked Improved Financial Profile
CONSECO, INC.: Balance Sheet Insolvency Tops $800 Million
DANA CORP: Closes Sale of Several Non-Core Assets to Riverside
DELTA AIR: Tinkers with Retirement Plan for Non-Pilot Employees
ENCOMPASS SERVICES: Files for Chapter 11 Reorganization in Texas

ENRON CORP: Amends Retention and Severance Components of KERP
EOTT ENERGY: U.S. Trustee Amends Creditors Committee Membership
EPOCH 2001-2 LTD: Fitch Junks Class IV-A, IV-B and V Notes
EVERCOM INC: Can't Timely File Third Quarter Form 10-Q
FRIEDE GOLDMAN: Selling Offshore Assets to ACON for $61 Million

GENTEK INC: Wins Approval to Hire Ordinary Course Professionals
GLIMCHER REALTY: Completes Purchase of JV Interests in Two Malls
GLOBAL CROSSING: Continuing Ops. despite Asian Unit's Bankruptcy
GLOBAL CROSSING: Pushes for Approval of New Tecota Lease Pact
GROUP TELECOM: Reaches Agreement to Sell Assets to 360networks

IMX PHARMACEUTICALS: Will Delay Filing of Reports on Form 10-Q
INFINIUM SOFTWARE: SSA Global Tech. Discloses 16.3% Equity Stake
INTEGRATED HEALTH: Wants OK to Pay Durham Investors Break-Up Fee
KAISER ALUMINUM: Enters into Third DIP Financing Amendment
LTC: Fitch Affirms B-/CCC Ratings on Two P-T Certificate Classes

MEADOWBROOK INSURANCE: A.M. Best Retains B+ Current Group Rating
MEASUREMENT SPECIALTIES: Posts Improved Results for 3rd Quarter
MIDWAY AIRLINES: Seeks Nod to Hire Starman Bros. as Auctioneer
MORGAN GROUP: Brings-In Sommer Barnard as Bankruptcy Counsel
MPSI SYSTEMS: Completes Debt Liquidation Initiated Two Years Ago

NATIONAL CENTURY: Case Summary & 40 Largest Unsecured Creditors
NEOTHERAPEUTICS: Alvin Glasky Steps Down from Board of Directors
NETIA: Shareholders Re-adopt Resolution On Capital Increase
NOVO NETWORKS: First Quarter 2003 Net Loss Plummets to $1 Mill.
NUEVO ENERGY: S&P Ratchets Corporate Credit Rating Down to BB-

OAKWOOD HOMES: S&P Drops Ratings to D After Chapter 11 Filing
ORIUS CORP: Case Summary & 20 Largest Unsecured Creditors
OWENS CORNING: Obtains Okay to Enter 22 Settlement Agreements
PAC-WEST TELECOMM: S&P Further Junks Corp. Credit Rating to CC
PACIFIC GAS: Court Nixes Request to Modify Expense Order

PSC INC: Sept. 29, 2002 Balance Sheet Upside-Down by $31 Million
PERSONNEL GROUP: Plans to Appeal NYSE Delisting Determination
POLYMER GROUP: Net Capital Deficit Doubles to $106 Million
PRESIDENTIAL LIFE: Fitch Cuts Issuer & Sr. Debt Ratings to BB+
RECOTON CORP: Nearing Completion of Comprehensive Restructuring

RECREATION USA: BofA Agrees to Forbear Until December 13, 2002
RESEARCH INC: Files Amended Plan & Disclosure Statement in Minn.
SAFETY-KLEEN: Bags Nod to Expand Connolly Bove's Engagement
SEA CONTAINERS: S&P Keeping Watch Due to Fund-Raising Concerns
SERVICE MERCHANDISE: Obtains Fifth Exclusive Period Extension

SOLUTIA INC: Completes Exchange Offer for 11.25% Sr. Sec. Notes
SONICBLUE INC: Commences Trading on Nasdaq SmallCap Market
SYBRON DENTAL: Consolidates Metrex and Kerr Subsidiaries
TAUBMAN: S&P Revises Outlook on BB+ Rating to Watch Developing
TENDER LOVING CARE: Seeks Nod to Use Lenders' Cash Collateral

TENERA INC: September 30 Balance Sheet Upside-Down by $143K
THERMADYNE: Files Reorganization Plan & Disclosure Statement
TREND HOLDINGS: Signs-Up Pachulski Stang as Bankruptcy Attorneys
TRIPATH TECHNOLOGY: Transfers Listing to Nasdaq SmallCap Market
UNITED AIRLINES: Parent Establishes Labor Cost Savings Plan

UNITED AIRLLINES: Pilots Ratify Changes to Labor Arrangement
US AIRWAYS: Confirms RSA as Equity Sponsor for Chapter 11 Plan
US AIRWAYS: Has Until March 31 to Remove Prepetition Actions
VALENTIS INC: Balance Sheet Insolvency Reached $14MM at Sept. 30
VECTOUR: Wants More Time to Solicit Acceptances of Ch. 11 Plan

VICWEST: Wants Extension of Default Waivers Under Credit Pacts
VISKASE COMPANIES: Q3 2002 Operation Loss Jumps to $3 Million
VISKASE COMPANIES: Wants to Hire Milbank Tweed as Attorneys
WHEELING-PITTSBURGH: Will Make Late Form 10-Q Filing with SEC
WILLIAMS: Energy Partners Unit Amends Partnership Agreement

WORLD KITCHEN: Illinois Court Approves Disclosure Statement
WORLDCOM INC: Brings-In Michael Capellas as New Chairman & CEO
WORLDCOM: Court Okays J.H. Cohn as Examiner's Financial Advisor
XECHEM INTERNATIONAL: Auditors Express Going Concern Doubt

* Jefferies Group Names Lloyd Feller as New General Counsel

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Secures Approval of Settlement Pact with NetRail
-------------------------------------------------------------
360networks inc., and its debtor-affiliates obtained Court
approval to perform under the Settlement Agreement with NetRail,
Inc., pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

The Settlement Agreement provides:

    (a) allowance of the 360 Claim against NetRail as of May 31,
        2002 for $4,428,854;

    (b) satisfaction of the claim through the payment of
        $2,500,000 plus interest accrued thereon from approval
        of the Settlement Agreement by this Court -- the 360
        Distribution Amount;

    (c) payment of the 360 Distribution Amount pursuant to an
        amended plan of liquidation for NetRail; provided,
        however, that in no event will the payment be made later
        than October 30, 2002; and

    (d) the exchange of mutual releases in the forms annexed to
        the Settlement Agreement.

To recall, 360networks inc., and 360 Sub entered into a Merger
Agreement, sometime in February 2001, with NetRail, Inc.  
Pursuant to the Merger Agreement, NetRail and 360 Sub were to be
merged and owned by 360networks while NetRail's shareholders
were to receive stock in 360networks.

360networks was to provide up to $5,500,000 in bridge financing
to NetRail while the parties sought to satisfy the conditions
precedent to closing.  NetRail and 360networks also entered into
a Promissory Note and a Security Agreement that provide for
advances to NetRail by 360networks or its designated subsidiary,
to be secured by a security interest in substantially all assets
of NetRail. Between April 3, 2001 and May 7, 2001, 360networks
(USA) inc., advanced $3,625,000 to NetRail.

However, the proposed merger transaction never closed.  Hence,
on June 15, 2001, in accordance with the Merger Agreement,
360networks notified NetRail in writing that  it is no longer
willing to proceed with the merger.

NetRail filed for Chapter 11 protection in the Northern District
of Georgia in July 2001.  Consequently, NetRail sold
substantially all of its assets to Cogent Communications Inc.
for $11,700,000.  NetRail continues to hold funds, including
those of 360 USA.

Pursuant to NetRail's bankruptcy proceeding, 360 USA timely
filed a proof of claim asserting a secured claim for $4,066,354
plus interest, fees and costs.  NetRail objects to 360's Claim
on the grounds that:

    (a) it is subject to setoff or recoupment on various
        counterclaims due to alleged breaches of the Merger
        Agreement; and

    (b) it should be re-characterized as either an unsecured
        claim or a capital contribution to NetRail.

Accordingly, 360 USA challenged NetRail's allegations and
further asserted:

    (a) multiple breaches by NetRail of the Merger Agreement and
        the Loan Documents;

    (b) full collateralization for the 360 Claim;

    (c) the passage of the merger termination deadline that
        excused performance under the Merger Agreement by any
        360 entity; and

    (d) substantial other legal and jurisdictional issues
        concerning NetRail's arguments.

Conversely, 360 USA filed a plan of liquidation for NetRail that
provided for the compromise and settlement of all claims between
NetRail and 360 USA in exchange for the allowance of the 360
Claim and payment to 360 USA of a compromise amount equal to
$3,500,000.  NetRail, on the other hand, filed its own plan of
liquidation that provides for NetRail to litigate against 360
USA, 360networks and 360 Sub.  The NetRail Bankruptcy Court
encouraged the parties to pursue mediation of their disputes.
(360 Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


ABITIBI-CONSOLIDATED: Airs Disappointment over Moody's Downgrade
----------------------------------------------------------------
Abitibi-Consolidated Inc., expressed its disappointment with
regard to Moody's decision to assign a Ba1 rating on its
debentures from Baa3.

"We are disappointed by Moody's decision. However this will have
a limited financial impact and will not impede our ability to
continue generating positive cash flow and reducing our debt,"
said John Weaver, President and CEO of Abitibi-Consolidated Inc.

Interest payments under the Company's current debt are expected
to rise by $2 to 3 million annually.

Abitibi-Consolidated is a global leader in newsprint, uncoated
groundwood papers and lumber with ownership interests in 27
paper mills in Canada, the U.S., the U.K. and Asia (including
its 50% interest in Pan Asia Paper Co.) and in 22 sawmills, 3
remanufacturing facilities, a market pulp mill and 10 recycling
centres. Abitibi-Consolidated employs approximately 17,000 and
supplies products in nearly 100 countries.


ACCEPTANCE INSURANCE: Will Defer Interest Payments on Preferreds
----------------------------------------------------------------
Acceptance Insurance Companies Inc., (NYSE:AIF) reported an
estimated after-tax net loss of $131.0 million for the third
quarter of 2002, including the previously reported loss from
crop insurance underwriting and operations of approximately
$62.2 million. For the third quarter of 2001, the Company
reported a net loss of $9.5 million.

For the nine-month period ended September 30, 2002, the Company
reported an estimated after-tax net loss of $140.5 million.
Through the first nine months of 2001 Acceptance had a net loss
of $14.2 million.

The estimated loss is due primarily to a widespread drought and
other abnormal growing conditions throughout the Company's area
of operations. Due to the nature of several crop revenue
insurance products, in which indemnity amounts are based on
commodity market prices in the fourth quarter as well as yields,
and also due to the significance of such products as a
percentage of the Company's Multiple Peril Crop Insurance
business, the Company historically has recorded its initial
estimate of profit or loss for MPCI and related products in the
fourth quarter. Because of the significance of expected and
known losses thus far for the 2002 crop year, however, the
Company has recorded its initial estimate of losses and
underwriting expenses for MPCI and related products in the third
quarter of 2002. Because of the extraordinary reported and
expected volume and severity of crop insurance claims in 2002,
however, the Company expects its MPCI operations will result in
minimal, if any, payments from the Federal Crop Insurance
Corporation under the profit-sharing formula established by law
and administered by the Risk Management Agency. As a result, the
Company has recognized MPCI reinsurance and underwriting
expenses through September 30, 2002 of approximately $60.7
million. Therefore, the Company recorded a loss from crop
insurance underwriting and operations for the three months ended
September 30, 2002 of approximately $62.2 million.

The anticipated loss will materially reduce the statutory
capital of American Growers Insurance Company, the Company's
wholly owned crop insurance subsidiary. Because future
profitability also is unlikely, the Company established a 100%
valuation allowance against its deferred tax asset in the amount
of $68.6 million. In addition, the Company will incur a loss on
a multi-year reinsurance agreement of approximately $21.4
million and recognize the impairment of certain intangible
assets totaling approximately $5.7 million. These reductions are
all included in the third quarter and estimated year to date
results announced today due to the uncertainty of the Company's
ability to operate in the agriculture segment in the future. The
Company also is reviewing and expects to reduce the value of
certain personal property and equipment used primarily in crop
insurance operations when the outcome of the proposed
transaction described below is known.

Acceptance also announced in a joint statement with Rain and
Hail L.L.C., that the two companies and certain of their
affiliates have signed a nonbinding Letter of Intent setting
forth the preliminary terms for the Company's potential sale of
certain crop insurance assets to Rain and Hail and/or its
affiliates. The Letter of Intent contemplates transfer by the
Company of its MPCI policies, including policies for the 2003
Crop Year, and certain agreements between American Growers
Insurance Company and independent crop insurance agents. The
proposed sale is contingent upon several conditions, including
the negotiation and execution of a definitive agreement,
approval by the Boards of Directors of both companies and
certain of their affiliates, and receipt of all required
governmental approvals. There can be no assurance as to the
final terms of the proposed transaction, that the conditions
will be satisfied, or that the proposed transaction will be
completed.

The Company is reviewing other potential impacts of its crop
insurance underwriting results and the proposed transaction on
its operations. During the fourth quarter of 2002 and the first
quarter of 2003 the Company expects it will terminate crop
insurance underwriting operations and incur significant
severance, benefit and other operational costs, which will be
increased if the proposed transaction is not completed.
Additionally, if the proposed transaction is not completed, the
Company will likely establish significant additional allowances
and recognize further impairment of certain intangible assets.

During the third quarter, the Company's property and casualty
operations, now in runoff, generated an estimated loss of $6.1
million, including an addition to previous reserves of $5.4
million. The Company believes the crop insurance losses will
have no direct affect on Acceptance Insurance Company, the
Company's wholly owned property and casualty insurer, if the
proposed transaction is completed in a manner generally
consistent with the Letter of Intent.

"While disappointed with the underwriting results triggered by
the most severe and widespread drought in at least 50 years, we
are even more disappointed that the capital-raising effort we
began earlier this year has not resulted in a capital
partnership for AmAg," said John E. Martin, the Company's
President and Chief Executive Officer. "The Letter of Intent
announced today is the result of our extensive efforts and those
of our Financial Adviser, Philo Smith & Co. Completing the
proposed transaction is the best result possible given this
year's drought, our capital position, current global insurance
industry conditions, and the uncertainties inherent in the crop
insurance business. We therefore look forward to serving our
customer agents and farmers by completing this transaction and
the rapid transition of our crop business."

In addition, the Company said it would defer interest payments
on the Preferred Securities issued by AICI Capital Trust until
not later than September 30, 2007 in accordance with the August
4, 1997 Indenture for its Junior Subordinate Debentures. As
previously announced, the Company has notified the Securities
and Exchange Commission and New York Stock Exchange of its
intention to file its Form 10-Q for the third quarter results
after November 14, 2002.


ADELPHIA COMMS: Court Okays Dow Lohnes to Perform Legal Services
----------------------------------------------------------------
The Adelphia Communications obtained permission from the Court
to employ and retain Dow Lohnes & Albertson PLLC as their
special counsel, nunc pro tunc to the Petition Date to perform
legal services.

In connection with its retention, Dow Lohnes is expected to:

-- review and evaluate the Debtors' franchise agreements and
   related operating documents issued by and entered into with
   local government entities in the Debtors' service
   territories;

-- modify and update the Debtors' database of franchise
   documents, the obligations thereunder and the status of those
   obligations;

-- renew the franchise agreements and the Debtors' operating
   authority in its service territories;

-- advise and provide services related to programming agreements
   and to franchise agreements and representation before related
   federal, state and local regulators; and

-- provide other services the Debtors may designate related to
   the franchise agreements, provided that there will be no
   duplication of efforts between Dow Lohnes and Fleischman &
   Walsh, which has previously been retained as special counsel
   to the Debtors with regard to certain communication and
   regulatory matters.

Compensation will be payable to Dow Lohnes on an hourly basis,
plus reimbursement of actual and necessary expenses incurred by
the Firm.  At present, the Firm's standard hourly rates range
from:

       Lawyers                  $230 - $650
       Legal Assistants         $100 - $180
(Adelphia Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at 35 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED TISSUE: Wins Approval to Sell Interest in Dermagraft JV
----------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) announced that
the United States Bankruptcy Court for the Southern District of
California has approved the company's motion to sell its 50%
interest in the Dermagraft(R) Joint Venture and certain related
assets, contracts and leases to its joint venture partner, Smith
& Nephew.

As previously announced, Smith & Nephew will pay $10 million in
cash, less amounts advanced to the company as debtor in
possession financing and certain other adjustments relating to
inventory levels and other issues, as well as assume certain
liabilities.

The companies intend to close the transaction as soon as
possible.

On November 13, the company announced the decision by its board
of directors to undertake an orderly liquidation of the
company's assets. Individuals or companies interested in
purchasing any of the remaining assets should contact the
following:

    George Kidd
    Managing Director
    Eureka Capital Markets
    (414) 332-8075
    george.kidd@eurekacapital.net

Parties interested in the company's real estate leases should
contact:

    Brent Jacobs
    Burnham Real Estate Services
    (858) 558-5621
    Jacobs@burnhamrealestate.com


AMERCO: Second Quarter 2003 Results Show Improvement
----------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent company for U-Haul
International, Inc., Oxford Life Insurance Company, Republic
Western Insurance Company, Amerco Real Estate Company, with the
inclusion of SAC Holding Corporation and its wholly owned
subsidiaries (combined group), reported a second quarter profit
of $40.6 million.  For the same period a year ago, the
consolidated group reported a profit of $35.7 million.  Rental
revenues and net sales increased $23.2 million.  Premiums and
net investment and interest income decreased $31.9 million.

Net earnings for the quarter grew to $40.6 million from $35.7
million a year ago.  Net earnings for the past six months were
$81.1 million, compared to $56.6 million for the same period
last year.

Total revenues for the quarter were $562.6 million compared to
$571.2 million a year ago.  Total revenues for the past six
months remained unchanged at $1.11 billion as compared to same
period last year.  Growth in rental and net sales revenues of
$42.1 million was offset by decreases in premium and net
investment and interest income.

Total expenses for the quarter declined $24.9 million to $471
million. Total expenses for past six-months declined $41.6
million to $926.8 million.

AMERCO Chairman and Chief Executive Officer Joe Shoen and AMERCO
Chief Financial Officer Gary Horton, by certification letter to
the U.S. Securities and Exchange Commission, have affirmed the
accuracy of the Company's financial reports.

                         *     *     *

As reported in Troubled Company Reporter's November 7, 2002
edition, AMERCO said it would make the dividend payment on the
Company's Series A, 8-1/2 percent preferred stockholders
(NYSE: AO+A), due December 1, 2002.  The Company is presently in
discussions with bondholders and lenders concerning a consensual
reorganization of the Company's balance sheet.  The Company
presently expects that process to be completed by the fiscal
year-ended March 31, 2003.  When that process is complete, the
Company expects to make up any missed dividend payments.

"The completion of the Company's reorganization with our
bondholders and lenders will allow us to resume preferred
dividend payments," stated Joe Shoen, AMERCO Chairman of the
Board.  "At this time, our focus continues to be on taking steps
to reduce debt and enhance our capital position.  Several
options, including sale of assets, are under consideration.  We
intend to emerge from this restructuring as a stronger, more
fiscally sound Company that will continue to deliver improved
performance."

After temporarily suspending the October 15, 2002 payment of the
Series-C 1997 Bond Backed Asset Trust notes, the Company
retained Crossroads, LLC, to assist in assessing the Company's
strategic financial alternatives.  AMERCO has confidence that
the work in progress supports efforts to favorably restructure
its debt.


AMERICAN COMM'L: S&P Junks and Places Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate
credit rating on American Commercial Lines LLC to 'CCC+' from
'B-', the senior secured bank loan rating to 'B-' from 'B', the
senior unsecured debt rating to 'CCC-' from 'CCC', and the
subordinated debt rating to 'CCC-' from 'CCC'. In addition, all
ratings were placed on CreditWatch with negative implications.
The rating actions follow the company's announcement that it is
formulating a restructuring plan to resolve liquidity and
covenant compliance issues and that it will likely default under
its senior credit facilities and receivables facility if lenders
do not accept a restructuring plan and reset covenants or waive
compliance by the end of the first quarter of 2003. The
Jeffersonville, Indiana-based barge company has about $810
million of lease-adjusted debt.

"The rating actions reflect ACL's severely constrained liquidity
position and an identifiable risk of default over the near
term," said Standard & Poor's credit analyst Lisa Jenkins.

ACL transports grain (32% of 2001 revenues), bulk/steel (26%),
liquids (18%), coal (11%), and other commodities (13%) by barge
on the Mississippi, Illinois, Ohio, Tennessee, and Missouri
Rivers as well as the Gulf Intracostal Waterway. It has the
largest dry bulk barge fleet and the second-largest tank barge
fleet in the U.S. ACL's boat subsidiary designs and manufactures
barges and tugboats.

Poor weather conditions and the economic downturn have
negatively affected ACL's earnings over the past few years. ACL
was recapitalized in 1998, leaving it with an onerous debt
burden. Although ACL was recently acquired by New York, New
York-based Danielson Holding Corp. and recapitalized again in
conjunction with the acquisition, it is still highly levered.
Debt/EBITDA is currently estimated to be over 8 times. The
company's heavy debt burden is making it especially vulnerable
to current industry pressures. ACL recently reported that its
EBITDA for the first nine months of 2002 was $39.5 million, a
decline of $38.8 million from the comparable period of 2001.
(The $78.3 million in reported EBITDA for the first nine months
of 2001 included $18.8 million of gains on property
dispositions.)

Standard & Poor's will monitor the status of restructuring
initiatives. If it appears that existing creditors will be
impaired (a scenario which Standard & Poor's would view as
tantamount to a default) or if the company actually defaults
under its credit agreements, ratings will be lowered.


AMERICREDIT: Completes 2nd Asset-Backed Securitization in Canada
----------------------------------------------------------------
AmeriCredit Corp., (NYSE:ACF) announced the pricing of a
C$246,125,000 offering of automobile receivables-backed
securities through lead manager Merrill Lynch Canada Inc., and
selling agents CIBC World Markets Inc., TD Securities Inc., and
Royal Bank Capital Markets.

AmeriCredit uses proceeds from securitization transactions to
provide long-term financing of automobile loans.

This transaction represents AmeriCredit's second securitization
of its Canadian loan portfolio. This transaction is similar to
the company's US dollar denominated senior subordinated
securitizations and employs a combination of subordinated notes,
overcollateralization and a reserve fund to support the ratings
instead of bond insurance.

The securities will be issued via AmeriCredit Canada Automobile
Receivables Trust and represent Series C2002-1. Four classes of
notes will be issued in addition to a variable pay note in the
amount of C$65,000,000. The four classes are:
                                                                      
Note Class     Amount          Average Life      Interest Rate        
----------  -------------      ------------     ----------------    
A-1      C$ 36,437,000       0.54 years       3 mo CDOR + 0.20%    
A-2        100,000,000       2.04 years          4.084%            
   B         22,688,000       4.04 years          7.395%            
   C         22,000,000       4.04 years          8.539%            
             ----------                                             
          C$181,125,000                                             
          =============                                             
                                                                      
The weighted average coupon paid by AmeriCredit is 5.5%
(including the VPN).

The note classes are rated by Standard & Poor's, Moody's
Investors Service, Inc., and Dominion Bond Rating Service
Limited. The ratings by note class are:

Note Class      Standard & Poor's        Moody's            DBRS   
----------      -----------------        -------            ----   
    A-1                  AAA                   Aaa          R-1
(high)
    A-2                  AAA                   Aaa          AAA   
      B                   A                    A2             A   
      C                 BBB                  Baa2           BBB   
                                                                      
This transaction represents AmeriCredit's 37th securitization of
automobile receivables in which a total of more than $27 billion
of automobile receivables-backed securities has been issued.

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

                         *    *   *

As reported in Troubled Company Reporter's Oct. 1, 2002 edition,
Fitch affirmed the 'BB' rating for AmeriCredit Corp.'s senior
unsecured debt and removed the Rating Watch Negative following
their announcement of the completion of an equity offering in
the amount of $502 million. The Rating Outlook is Stable.
Approximately $375 million of debt is affected by this action.


ANC RENTAL: Signs-Up Lincoln Property to Market Texas Property
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to employ Lincoln Property Company Commercial
as their real estate brokers -- nunc pro tunc to May 20, 2002 --
for marketing and selling of the Debtors' property located at
Panair and Monroe Streets in Houston, Texas.

Prior to the Petition Date, the Debtors reviewed their real
estate property to determine which properties they must dispose
of.  The Debtors seek to retain Lincoln because:

-- they believe that Lincoln is well qualified to act as
   their real estate broker;

-- Lincoln has experience in the relevant local market in which
   the Property is located and is therefore in the best position
   to effectively market the Property to obtain the highest
   price; and

-- Lincoln has extensive experience in real property closings
   and will serve as the Debtors' representative at any closing,
   ensuring that all necessary actions are taken in a timely and
   cost-efficient way.

Lincoln will receive a 5% commission based on the sale price if
it is the only broker.  In case of dual brokers, the commission
will be increased to 6%, which Lincoln will split on a 50/50
basis with the cooperating broker.

The Debtors ask the Court to permit Lincoln to receive the fees
without the need to file fee applications.  Because of its
compensation structure, Lincoln should not be obligated to
maintain time records in accordance with United States Trustee
guidelines.

Richard L. Flaten Jr., a partner at Lincoln, asserts that the
firm is "disinterested", having no relationship with any party-
in-interest in the Debtors' cases. (ANC Rental Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARMSTRONG: Gets Nod to Hire American Appraisal for Valuation
------------------------------------------------------------
Armstrong World Industries, Inc., obtained the Court's authority
to employ American Appraisal Associates, as independent
valuation experts in these bankruptcy cases to assist in
adjusting the corporate books prepared under Generally Accepted
Accounting Principals to reflect the fair value of all of AWI's
acquired tangible and intangible assets for the purpose of
performing "fresh start" accounting required to be performed by
AWI upon its emergence from Chapter 11.

AAA is to expected to:

(a) assist AWI in meeting its financial reporting requirements
    for Fresh Start Accounting in accordance with SOP 90-7
    "Financial Reporting by Entities in Reorganization Under The
    Bankruptcy Code", by providing an independent and objective
    opinion of value of the certain tangible and intangible
    assets to be valued in accordance with GAAP;

(b) value certain of AWI's tangible and intangible assets on the
    basis of fair value, as required by SOP 90-7;

(c) conduct valuation studies on AWI's buildings, land,
    machinery and equipment, office furniture, fixtures and
    equipment, computer equipment, and purchased computer
    software;

(d) deliver a fixed asset file that reports the fair value of
    the real and personal property in a format to be specified
    by AWI's management;

(e) conduct valuation studies on AWI's trademarks and trade
    names, patents, unpatented but proprietary technology,
    customer contracts, and internally developed computer
    software;

(f) assemble a multi-discipline team from its full-time staff of
    professionals throughout the world to perform the valuation
    studies on AWI's assets, with AAA staff members from eight
    countries participating in this project; and

(g) provide a valuation study that incorporates and leverages
     off of the knowledge and information already available
     within AWI, as well as AAA's internal global resources.

AAA will provide valuation services to AWI in three separate
phrases.

During Phase 1 of its retention, AAA will value AWI's real
estate, machinery and equipment, and other tangible personal
property assets located at AWI's Lancaster and Marietta,
Pennsylvania facilities, and AWI's Bietigheim, Germany flooring
plant.  AAA's fees for services provided during Phase 1 will not
exceed $35,000, plus reimbursement for actual expenses.

During Phase 2 of its retention, AAA will value all of AWI's
remaining real estate, machinery and equipment and all of AWI's
intangible assets, wherever located.  AAA's fees for services
provided during Phase 2 will not exceed $410,000, plus expense
reimbursement.

During Phase 3 of its retention, AAA will update its conclusions
and reports with respect to the value of all of AWI's assets
previously valued as of the date of AWI's emergence from its
Chapter 11 case. AAA's fees for updating its conclusions during
Phase 3 will not exceed $35,000.  AAA's fees for updating its
conclusions with respect to AWI's intangible assets during Phase
3 will not exceed $20,000.

AAA's billing system calculates the fees billed to its clients
on a daily basis, based on an 8-hour workday.  Accordingly, if
one of AAA's employees conducts one hour of valuation services
during a day, that employee will bill AWI for 1/8 of a day.
Therefore, AAA will bill AWI $1,400 per day or $175 per hour for
services performed by AAA's management staff, $1,040 per day or
$130 per hour for services performed by AAA's staff appraisers,
and $400 per day or $50 per hour for services performed by AAA's
administrative staff.  The fees charged by AAA are the same or
substantially similar to those charged by other valuation
experts with the same level of expertise. (Armstrong Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   

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


ASIA GLOBAL CROSSING: Inks Pact to Sell Assets to Asia Netcom
-------------------------------------------------------------
Asia Global Crossing Ltd., has signed a definitive agreement to
sell substantially all of its operations and assets to Asia
Netcom, a new company organized by China Netcom (Hong Kong) and
expected to include Newbridge Capital and Softbank Asia
Infrastructure Fund as co-investors.  As part of the agreement
and to facilitate the restructuring process, certain Asia Global
Crossing entities filed for Chapter 11 protection in the United
States Bankruptcy Court for the Southern District of New York
and coordinated proceedings in the Supreme Court of Bermuda.

Operations will continue uninterrupted during the
reorganization, and customers will not experience any change in
service.  Asia Global Crossing's management team and employee
base will remain in place and will continue towards the
company's objective of providing cost-efficient network
infrastructure and data communications services to enterprise
and carrier customers throughout Asia.

Under the terms of the agreement, Asia Netcom will acquire
substantially all of Asia Global Crossing's operating
subsidiaries, excluding Pacific Crossing Ltd. and related
entities.  Completion of the transactions is conditioned on,
among other things, the approval by the courts in the U.S. and
Bermuda as well as certain foreign regulatory approvals.

In connection with the proposed transaction, Asia Global
Crossing's principal vendors have agreed to restructure the
obligations owed to them. The new company will assume these
obligations as well as customer contracts and operating
liabilities of the acquired entities.  It is expected that, upon
completion of the transaction, approximately US$80 million of
residual cash will be retained by Asia Global Crossing to pay
its other creditors and to settle certain expenses in the
Chapter 11 case and the Bermuda proceeding.  No recovery is
expected for Asia Global Crossing shareholders.

Asia Netcom will be funded by US$120 million of new equity from
the consortium members and additional bank financing, for the
future operations of the company.

The parties expect the Asia Netcom transaction to close during
the first quarter of 2003.

"We have been able to achieve our desired objective of ensuring
our company's ongoing -- and uninterrupted -- operations in the
future, without compromising customer service.  We believe that
the transaction maximizes the return to creditors.  Once
approved, this transaction will mark the successful completion
of the restructuring process we began in early 2002," said Jack
Scanlon, vice chairman and chief executive officer of Asia
Global Crossing.

"Asia Netcom will build upon the strengths of Asia Global
Crossing's existing operations -- but its value and service
proposition will be greatly enhanced by the restructuring of its
balance sheet and the solid financial and commercial backing of
our new investors."

Edward Tian, chief executive officer of China Netcom, said,  "We
are pleased to be providing our support to the consortium.  This
is Asia's premier submarine cable network and the transaction
allows the consortium to build market leadership at a very
reasonable cost.  By allowing the new company to connect with
China Netcom's extensive nationwide network and strong domestic
customer base in China, we can also help enhance its service
offering to both existing and new customers.  We believe that
the newly recapitalized company will be well positioned to
capture a large share of the future data communications needs of
carriers and enterprises in the region.  This is a very exciting
opportunity for both the investors and as well as management and
employees."

According to industry analyst IDC, revenue from broadband
services in China is set to double next year and the Asia-
Pacific region remains one of the fastest growing regions in the
global telecommunications market.  With Asia Global Crossing's
pan-Asian subsea system East Asia Crossing, its extensive city-
to-city data services platform, and access to China Netcom's
extensive mainland network, Asia Netcom will be able to both
capitalize on the Asia-Pacific opportunity and capture a large
share of traffic originated and terminated in China.

Under U.S. bankruptcy law, it is anticipated that the U.S.
Bankruptcy Court, prior to approving the sale, will require that
an auction be conducted to permit any higher offers to be
submitted.  Following completion of thesale, Asia Global
Crossing intends to submit a plan of reorganization to the
U.S. Bankruptcy Court for the purpose of selling any remaining
assets and distributing the value of such remaining assets among
Asia Global Crossing's creditors.

The agreement follows review and analysis of options available
to Asia Global Crossing followed by a several-month sale process
conducted by Lazard, Asia Global Crossing's financial advisor.  
Salomon Smith Barney is the financial advisor to the consortium.  
The agreement was unanimously approved by the board of directors
of Asia Global Crossing.

The company expects to sell its ownership stake in Asia Global
Crossing Taiwan, its majority-owned joint venture in Taiwan, to
a U.S.-based investor.  Asia Global Crossing Taiwan's customers
will, however, continue to have the benefit of the network and
service platform that it previously enjoyed and are not expected
to experience any impact as a result of this restructuring.

Asia Global Crossing provides city-to-city connectivity and data
communications solutions to pan-Asian and multinational
enterprises, ISPs and carriers.

China Netcom Corporation (Hong Kong) Ltd. (CNC) is a leading
telecommunications service provider in China.  The company owns
a nationwide backbone as well as local metropolitan and access
networks in China.  CNC offers a broad range of
telecommunications products and services, including: domestic
and international fixed-line telecom network and infrastructure,
as well as local wireless loops; voice, data, image, and
multimedia communications based on such telecom networks.  CNC
is one of the three operators in China licensed to operate
international infrastructure.

Newbridge Capital is an investment firm dedicated to making
direct investments in Asia.  Established in 1994 by the Texas
Pacific Group and Blum Capital Partners of the United States,
Newbridge Capital manages more than US$1.7 billion of capital
and operates out of offices in Hong Kong, San Francisco, Mumbai,
Seoul, Shanghai, Singapore, and Tokyo.

Softbank Asia Infrastructure Fund is a US$1.05 billion private
equity fund investing in broadband and wireless
telecommunications & network infrastructure, media and
technology product & service companies in the Asia-Pacific
region and the United States.  SAIF was founded in February 2001
following the announcement of a strategic partnership between
Softbank and Cisco Systems, the founding limited partner of the
fund and the leading name worldwide in network infrastructure.

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USN1) are
trading at 11 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


ASSET SECURITIZATION: Fitch Junks Rating on Class A-6 Notes
-----------------------------------------------------------
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1997-MDVII $37.5 million class A-4,
currently rated 'BBB-', is placed on Rating Watch Negative by
Fitch Ratings. In addition, Fitch affirms the ratings on the
following classes: $52.1 million class A-1A, $214.3 million
class A-1B, interest-only classes CS-1 and PS-1 certificates at
'AAA', $42.5 million class A-2 at 'AA', $40 million class A-3 at
'A', $27.5 million class A-5 and $10 million class A-6 at 'CCC
'. Fitch does not rate the $12.5 million class B-1 or $1,001
class B-1H. The rating actions follow Fitch's review of the
transaction, which closed on March 1997.

Based on Clarion Partners', the special servicer, Nov. 15, 2002
special event report, class A-4 is placed on Rating Watch
Negative. On Nov. 12, 2002, the Fairfield Inn borrower failed to
fully meet the November debt service payment. Pacific Life, the
master servicer, advanced the balance of the funds due
(approximately $400,000). Furthermore, as noted in the Report,
the Fairfield Inn borrower has expressed uncertainty as to
whether it will be able to meet the December 2002 debt service
payment. The Report also indicates that the Fairfield Inn
operating expense reserve account was only partially funded in
October 2002 and that no funds were received for the other
required reserve accounts. New appraisals are currently being
ordered to determine a more accurate value for the portfolio and
Fitch expects to keep class A-4 on Rating Watch Negative until
updated information on the portfolio's value is available.

Fitch reviewed the Transaction in June 2002 and downgraded
classes A-5 and A-6 to 'CCC' based on the continued decline in
the operating performance of the Fairfield Inn loan. At that
time, however, the Fairfield Inn loan was current and the
Fairfield Inn borrower had begun replenishing the debt service
reserve account. Based on operating results for the trailing-
twelve months ended March 31, 2002, the Fairfield Inn portfolio
generated a net cash flow of $10.9 million, resulting in a
stressed debt service coverage ratio of 0.63 times. Portfolio
occupancy for the twelve-month period ended March 31, 2002
averaged 61% and RevPar was $32. Per the Oct. 16, 2002
remittance report, portfolio occupancy for the month of August
2002 was 65%, down from 71% during August 2001. August 2002
RevPar was $38, comparable with August 2001 RevPar.

The Fairfield Inn loan is the largest loan in the transaction
with a current balance of $135.7 million, down from $148.0
million in November 2001 and $164.8 million at issuance. The
loan balance has declined as a result of amortization and the
sale of four of the 50 properties securing the loan. The sale of
these four properties has resulted in a $6.7 million reduction
to the loan balance. Four additional properties are currently
being marketed for sale. The special servicer expects that one
of these properties will be sold shortly.

The remaining loans in the Transaction continue to demonstrate
stable or improving performance relative to their expected
performance at origination. The stressed DSCRs for the remaining
loans, as of the trailing-twelve months ended March 31, 2002,
were as follows: 101 Hudson at 1.78x, M & H Retail at 2.32x,
Innkeepers at 2.36x, Design Center at 2.88x, and G & L Medical
at 1.77x. The credit quality of the Insurance Company of the
West loan remains stable.


AT&T: Comcast Corp. Completes AT&T Broadband Transaction
--------------------------------------------------------
Comcast Corporation (Nasdaq: CMCSA, CMCSK) announced that its
transaction with AT&T Broadband is complete, bringing together
cable assets serving more than 21.4 million subscribers in 41
states.

The new Comcast Corporation, formerly named AT&T Comcast
Corporation, provides digital cable to 6.3 million customers,
high-speed data to more than 3.3 million customers and cable
phone service to more than 1.3 million customers.

Brian L. Roberts, Chief Executive Officer of Comcast, said,
"This is an historic moment for the entire Comcast family -
including our employees, customers and shareholders.  This
vibrant new company is a leader in serving consumers with
exciting new products and technologies, and is focused on
providing the highest standards in customer service.

"Comcast is a financially strong company uniquely positioned to
generate significant benefits for our customers and shareholders
alike.  Our focus now turns to bringing all of our cable systems
up to the Comcast standard, quickly moving to deploy digital
cable and data to meet the growing demand for these products,
and continuing to deliver consistently strong financial results.
I'm excited for the many opportunities that lie ahead of us,"
said Mr. Roberts.

C. Michael Armstrong, Chairman of Comcast, said, "[Mon]day marks
the birth of a leading national broadband communications media
and entertainment company. The people of Comcast and AT&T
Broadband should be proud of what they have created, and excited
for the opportunities that the future is sure to bring. I'm
looking forward to working closely with Brian and the management
team to help realize the potential of this great new company."

Under the terms of the previously announced transaction, AT&T
has spun off AT&T Broadband and combined it with Comcast.  As a
result, AT&T shareholders are entitled to receive 0.3235 shares
of the new Comcast Corporation Class A common stock in respect
of each share of AT&T common stock they owned at the close of
business on Friday, November 15, 2002, the record date for the
spin-off, and will continue to hold their shares of AT&T common
stock. Comcast shareholders will receive for each share of old
Comcast common stock one share of the corresponding class of the
new Comcast common stock.

The new Comcast common stock will begin trading under the NASDAQ
symbols CMCSA and CMCSK on Tuesday, November 19th.

The Comcast Board of Directors consists of 12 directors.  The
five directors appointed by Comcast from its board are: Decker
Anstrom, Sheldon M. Bonovitz, Julian A. Brodsky, Brian L.
Roberts and Ralph J. Roberts.  The five directors appointed by
AT&T from its board are: C. Michael Armstrong, J. Michael Cook,
George M.C. Fisher, Louis A. Simpson and Michael I. Sovern. The
jointly appointed board members are:  Kenneth J. Bacon and Dr.
Judith Rodin.

Comcast Corporation -- http://www.comcast.com-- formerly known  
as AT&T Comcast Corporation, is principally involved in the
development, management and operation of broadband cable
networks, and in the provision of electronic commerce and
programming content.  The company is the largest cable company
in the United States serving approximately 21.4 million cable
subscribers.  The Company's commerce and content businesses
include majority ownership of QVC, Comcast Spectacor, Comcast
SportsNet, E! Entertainment Television, Style, The Golf Channel,
Outdoor Life Network and G4.  Comcast Class A common stock and
Class A Special common stock will be traded on The NASDAQ Stock
Market under the symbols CMCSA and CMCSK, respectively.


AT&T: Spins Off AT&T Broadband and Completes Merger with Comcast
----------------------------------------------------------------
AT&T spun off AT&T Broadband to AT&T shareowners of record on
November 15, 2002.

Immediately following the spin off, AT&T Broadband combined with
Comcast Corporation. The combination, which creates the world's
pre-eminent broadband services company, has an aggregate value
of approximately $60 billion, including stock and debt.

With more than 21.4 million subscribers, the new Comcast is one
of the leading broadband communications, media and entertainment
companies in the world. It will be the world's leading provider
of broadband video, voice and data services. The combined
company will have 59,000 employees, a presence in 41 states,
approximately 6.3 million digital video customers, 3.3 million
high-speed data customers and 1.3 million cable telephony
customers.

C. Michael Armstrong, retiring chairman and chief executive
officer of AT&T and now chairman of Comcast Corporation said,
"Once again AT&T Broadband is positioned to accelerate the
development and transformation of our industry. AT&T Broadband
and Comcast can accomplish more together than we could alone.
Comcast will create value for its customers, shareowners and
employees by bringing more services to more people more
quickly."

Speaking of the AT&T Broadband employees, Armstrong said, "I am
truly proud of the extraordinary people who have brought AT&T
Broadband so far. Their energy, enthusiasm and commitment are
outstanding. I am sure that through their continued hard work,
they will unlock the potential of this new generation of
broadband services."

The merger will be accomplished through an exchange of stock to
AT&T shareowners, who will receive .3235 of a share of Comcast
Corporation Class A common stock for each share of AT&T they
owned at market close on November 15, 2002 - the record date.

Following the merger AT&T shareowners will own a 56 percent
economic stake and about a 66 percent voting interest in the new
company. The Roberts family, which owns Comcast Class B shares,
will control one third of the new company's outstanding voting
interest.

Comcast has assumed more than $24 billion in debt from AT&T and
its subsidiaries, as well as $5 billion of AT&T subsidiary trust
convertible preferred securities held by Microsoft Corporation,
which will be converted into 115 million shares of Comcast.

AT&T shareowners will continue to hold their shares in AT&T, one
of the largest communications services company in the world with
more than 50 million consumer and 4 million business customer
relationships.

"AT&T is well positioned for the future with a top-notch
leadership team, a world-class network, a sound financial
structure and a wealth of opportunity in the marketplace,"
Armstrong said.

Speaking about AT&T employees, he said, "AT&T people
consistently executed with purpose and integrity during one of
the most turbulent times in our industry. I'm proud of what we
accomplished together over the last five years, and prouder
still of having been a part of this fine company."

Also, AT&T conducted its previously announced 1-for-5 reverse
stock split, which was approved by AT&T shareowners earlier this
year. Following completion of the reverse stock split, AT&T
anticipates it will have approximately 770 million shares
outstanding.

The AT&T Board of Directors recommended and the AT&T shareowners
overwhelmingly approved the reverse split to adjust the trading
price of AT&T stock following the company's restructuring,
including the spin off of AT&T Wireless and AT&T Broadband.

With the reverse split, holders of AT&T common stock will
receive one share of AT&T stock for every five shares they
currently hold. At the time issued, each new share will
represent the same interest in AT&T as the five shares it
replaces.

As a result of the reverse stock split, AT&T shareowners who own
five or more shares of AT&T and are in the dividend reinvestment
plan will receive an account statement for full and fractional
shares of the new AT&T. AT&T shareowners who own five or more
shares of AT&T but are not in the AT&T dividend reinvestment
plan will receive account statements for full shares of AT&T,
and cash for fractional shares. Shareowners who own fewer than
five AT&T shares will receive cash payments for fractional
shares.

AT&T's trading symbol on the New York Stock Exchange will remain
"T;" however, AT&T's CUSIP number will change as a result of the
transaction.

AT&T, noting that it is premature to declare future quarterly
dividends, said that if it continues paying its regular dividend
at the same rate, AT&T shareowners would expect AT&T's quarterly
dividend to change from 3.75 cents per share to 18.75 cents per
share, as a result of this reverse split.

Effective November 18, AT&T shareowners will no longer be able
to trade their current AT&T stock certificates, and will receive
information by mail regarding the action they need to take.
Shareowners without certificates will automatically have their
account balances adjusted for the reverse stock split and will
receive a statement reflecting their new share balance by mail
in approximately one month.


AT&T WIRELESS: Names Mellon Investor Services as Transfer Agent
---------------------------------------------------------------
Mellon Investor Services has been appointed transfer agent and
registrar for AT&T Wireless.  Under the terms of the agreement,
MIS will manage all stock transfer activities for the company's
approximately 1.3 million registered shareholders.

"We are very pleased that, after an exhaustive study of industry
participants, AT&T Wireless selected us to be its shareholder
services partner," said Jim Aramanda, MIS president and chief
executive officer.

AT&T Wireless is the largest independently traded wireless
carrier in the United States, following its split from AT&T in
July 2001, and it operates one of the largest digital wireless
networks in North America.  With more than 19.95 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.  
For more information, visit http://www.attwireless.com

Mellon Investor Services, a wholly owned subsidiary of Mellon
Financial Corporation, is a leading provider of shareholder
services and related securities products in North America.  
Mellon Investor Services offers transfer agency services that
include global shares; stock option and employee stock purchase
plan administration; corporate-sponsored financial planning;
securities brokerage; direct purchase and dividend reinvestment
plan administration; merger and acquisition services;
demutualization services; proxy solicitation, stock watch; odd-
lot programs; unclaimed property compliance, information agent
services; insurance services; and consulting services.  
Additional information about Mellon Investor Services is
available at http://www.melloninvestor.com

Mellon Financial Corporation (NYSE: MEL) is a global financial
services company.  Headquartered in Pittsburgh, Mellon is one of
the world's leading providers of financial services for
institutions, corporations and affluent individuals, providing
institutional asset management, mutual funds, private wealth
management, asset servicing, human resources services and
treasury services.  Mellon has approximately $2.8 trillion in
assets under management, administration or custody, including
$562 billion under management.  Its asset management companies
include The Dreyfus Corporation and U.K.-based Newton Investment
Management Limited.  News and other information about Mellon is
available at http://www.mellon.com

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


BAUSCH & LOMB: Completes $150-Mill. 6.95% Senior Note Offering
--------------------------------------------------------------
Bausch & Lomb (NYSE:BOL) has completed a public offering of $150
million five-year senior notes with a coupon rate of 6.95
percent.

The company's effective cost of the offering is approximately
8.65 percent, which includes the cost of the treasury rate hedge
instrument entered into in May 2002. The notes were rated BBB-
by Standard & Poor's Rating Services and Ba1 by Moody's
Investors Service. The offering represents the first offering
under the company's $500 million Shelf Registration filed with
the Securities and Exchange Commission in June 2002.

Bausch & Lomb plans to use the proceeds of the new debt offering
for general corporate purposes, including the refinancing of
existing debt obligations.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, lens care products,
ophthalmic surgical and pharmaceutical products. The Company is
advantaged with some of the most respected brands in the world
starting with its name, Bausch & Lomb(R), and including
SofLens(TM), PureVision(TM), Boston(R), ReNu(R), Storz(R) and
Technolas(TM). Founded in 1853 in Rochester, N.Y., where it
continues to have its headquarters, the Company has annual
revenues of approximately $1.7 billion and employs approximately
12,000 people in more than 50 countries. Bausch & Lomb products
are available in more than 100 countries around the world. More
information about the Company can be found on Bausch & Lomb's
Worldwide Web site at http://www.bausch.com


BETHLEHEM STEEL: Reduces Protected Overdraft to $5 Million
----------------------------------------------------------
Previously, the Court authorized Bethlehem Steel Corporation and
its debtor-affiliates to incur Overdrafts and granted to Chase
Manhattan Bank Overdrafts up to $10,000,000. Recently, the
Debtors and Chase Manhattan decided to reduce the Protected
Overdraft amount.

In a Court-approved stipulation, the parties agree that:

  (a) as of November 4, 2002, the Protected Overdraft amount is
      reduced to $5,000,000;

  (b) the Protected Overdraft will be increased back to
      $10,000,000 if at the end of two or more business
      days, which need not be consecutive, during any period of
      30 consecutive days, the Debtors' aggregate Overdrafts
      exceed $5,000,000;

  (c) the Protected Overdraft Increase becomes effective,
      automatically and without further Court order, on
      notice by Chase Manhattan to counsel for the Debtors,
      counsel to the Agent, counsel to the U.S. Trustee and
      counsel for the Committee; and

  (d) the Protected Overdraft applies retroactively to
      any Overdrafts still outstanding at the time the notice is
      given, provided that:

      -- any Overdraft incurred due to an error by Chase
         Manhattan will be excluded in determining the Debtors'
         aggregate Overdrafts at the end of any business day;
         and

      -- if at the end of any initial business day, the Debtors'
         aggregate Overdrafts exceed $5,000,000 but Chase
         Manhattan does not notify the Debtors of the Overdrafts
         before noon, New York City time on the next succeeding
         business day, then that initial business day will be an
         Excessive Overdraft Day.  However, no consecutive
         business day on which the Overdrafts continue will be
         an Excessive Overdraft Day unless, on that day, Chase
         Manhattan has notified the Debtors of the Overdrafts
         before noon and the Overdrafts are not cured by the end
         of that day. (Bethlehem Bankruptcy News, Issue No. 25;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1),
DebtTraders says, are trading at 5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


BUDGET GROUP: Intends to Boost Budget Germany Equity by $1 Mill.
----------------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, explains that Budget Group Inc., and
its debtor-affiliates need to preserve the value of Budget Rent
A Car Germany.

Accordingly, the Debtors ask the Court to authorize Budget Group
Inc. to loan $1,000,000 to Budget Rent A Car International Inc.
Budget Rent A Car International, in turn, will make an immediate
equity contribution to the non-Debtor subsidiaries, Budget
Deutschland GmbH, Autovermietung Westfehling GmbH, and Autohansa
Autovermietung E. Seubert GmbH.

Mr. Brady explains that the Debtors' car rental business outside
of North America is operated through Budget Rent A Car
International and its debtor and non-debtor subsidiaries.  The
Debtors' international headquarters is located in Hemel
Hempstead, England.  Budget Rent A Car International, directly
and through its debtor and non-debtor subsidiaries, operates and
is the franchisor of locations in Europe, the Middle East, and
Africa, as well as the Caribbean, Latin America, Asia and the
Pacific Rim.  Budget Rent A Car International's operations in
Europe, the Middle East and Africa are composed of corporate and
franchise locations in 60 countries.

Prior to 1997, Mr. Brady recounts that the Debtors' German
operations were run pursuant to a master franchise agreement
between Budget Rent A Car International and Sixt Rent A Car --
the operator of the largest vehicle rental system in Germany,
with a 40% market share.  The Sixt master franchise agreement
was terminated in 1997 after disputes arose between the parties.
Thereafter, Sixt was replaced with a corporate-owned rental
network operated by the German subsidiaries.  By the end of
2000, Budget Germany operated 69 corporate-owned locations
throughout Germany.  However, Mr. Brady informs the Court that
Budget Germany's corporate-owned rental network proved to be
unprofitable.  During fiscal year 2000, the Debtors lost more
than $14,000,000 due to Budget Germany.  After deciding to
return to a franchisee-based network throughout Europe in 2001,
Budget Rent A Car International engaged several potential
licensees in negotiations over a potential new master franchise
agreement for Germany.

According to Mr. Brady, the Debtors were then able to sign up a
Master Franchise Agreement with Verwaltung, a wholly owned
subsidiary of NL NordLeas AG.  Under the Agreement, Verwaltung
agreed to assume Budget Germany's entire infrastructure and
liabilities, including employees, contracts and operating
facilities.  Verwaltung also agreed to make the capital
investment necessary to interface its travel agent reservation
systems with Budget's reservations systems.  NordLeas, on the
other hand, guaranteed vehicle financing for Budget Germany
pending the closing of the Master Franchise Agreement.  Without
this guarantee, Budget Germany would have no access to fleet
financing.

Mr. Brady relates that although Nordleas' guarantee has proven
to be valuable, the revenue generated by Budget Germany is
currently insufficient to meet its operating liabilities.  
Without an immediate infusion of cash, Budget Germany may have
to be liquidated under German insolvency law.

If the Committee declines to support the NordLeas motion and the
Debtors subsequently elect to withdraw the NordLeas motion, the
relief requested will be necessary to preserve Budget Germany.

                      Cherokee Responds

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, tells the Court that Cherokee
Acquisition Corp. and Cendant Corp. would have had no objection
to the Debtors' motion if the order approving the motion would
also approve a dollar-for-dollar reduction of the cash portion
of the purchase price.

With or without Court approval, Mr. Clark contends that the
infusion of funds to the German subsidiary would constitute a
breach of the Purchase Agreement.

Pursuant to Section 5.3 of the Purchase Agreement, the Debtors
are prohibited from making any investment in the businesses
retained by the Debtors except in certain cases.  Investment is
defined in Section 1.1 of the Purchase Agreement as:

    "Any direct, or indirect advance, loan, account receivable,
    deposit or other extension of credit (including, without
    limitation, by means of any guarantee or similar agreement)
    or any payment or capital or other contribution to (by
    means of transfers of property to others, payments for
    property or services for the account or use of others or
    otherwise. . ."

Mr. Clark emphasizes that no evidence has been provided that the
loan and the contribution are authorized pursuant to Section
3.31 of the Purchase Agreement.  However, the Debtors and
Creditors' Committee have represented that to the extent that
the Loan and the Contribution are not authorized by Section 3.31
of the Asset Purchase Agreement, the amounts actually loaned or
contributed pursuant to the Motion, if approved, will result in
a dollar-for-dollar reduction in the cash portion of the
purchase price by Cherokee under the Purchase Agreement.

According to Mr. Clark, a dollar-for-dollar reduction in the
cash portion of the purchase price, when provided in the Court's
Order, is enough for Cendant and Cherokee to waive their
objection to the Debtors' motion. (Budget Group Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


BURLINGTON INDUSTRIES: Inks Agreement to Bolt Strategic Alliance
----------------------------------------------------------------
Burlington Industries, Inc., its debtor-affiliates, and
Brookwood Companies Incorporated entered into a Product
Marketing Alliance and Technology License Agreement on March 27,
2000.  Under the Agreement, the Debtors and Brookwood formed the
Strategic Technical Alliance, LLC and each holds a 50%
membership interest in the Alliance.  Brookwood has taken
primary responsibility for the Alliance's management and
operation since its formation.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, informs the Court that the Alliance's
primary operations involve the production of breathable,
waterproof, camouflage material for Military's ECWCS/BIVY
Programs.  Pursuant to the Alliance Agreement, the Debtors
provide the Alliance with pre-laminated fabric at a fixed price.

Brookwood has advised the Debtors that substantial capital
outlays will be necessary in the coming months to allow the
Alliance to obtain working capital and capital expenditure
financing to expand its operations.  However, Ms. Booth reports,
the Debtors do not believe that their participation in the
capital calls is in the best interest of their estate.
Accordingly, the parties have negotiated a Letter Agreement to
allow the Debtors to withdraw from the Alliance yet continue to
sell fabric to the Alliance and receive royalties from them.

The salient terms of the Letter Agreement includes:

  (a) Termination of Membership Interest -- On the Transfer
      Date, the Debtors' interest in the Alliance will be
      terminated;

  (b) Amendment of Alliance Operating Agreement -- Immediately
      prior to the Transfer Date, the parties will amend the
      Alliance's Operating Agreement to allow the Alliance to
      continue in existence notwithstanding the withdrawal of
      any member or the termination of the Alliance Agreement;

  (c) Alliance Agreement -- Commencing on the Transfer Date, the
      Alliance Agreement will become null and void.  The Debtors
      will be prohibited from competing with products sold by
      the Alliance or by Brookwood for a period of five years
      after the Transfer Date;

  (d) Burlington's Continued Liability -- The Debtors continue
      to have product liability and patent claims against the
      Alliance relating to sales of products, bad debt losses
      incurred on account receivables on the Alliance's balance
      sheet, and warranty claims relating to inventory produced
      and/or shipped to the Alliance's customers not later than
      September 28, 2002;

  (e) Payments to Burlington:

      (1) The Debtors' accumulated capital will be returned on
          the Transfer Date as payment of $1,000,000 in cash and
          the issuance of a 24-month promissory note, payable in
          eight quarterly installments of principal and
          interest, in arrears, equal to the difference between
          the Debtors' share of the Alliance's profits at
          September 28, 2002.  The first quarterly payment under
          the promissory note will be made not later than
          January 31, 2003, respecting the calendar quarter
          ended December 31, 2002.  The promissory note will be
          secured by a lien, satisfactory to the Debtors, second
          only in priority to Brookwood's and the Alliance's
          bank financing outstanding from time to time;

      (2) The Debtors will be entitled to receive royalties to
          certain products used and/or shipped by the Alliance
          between September 28, 2002 and March 31, 2006; and

      (3) On or before March 31, 2002, the Alliance will fully
          pay $881,606 owing to the Debtors as of September 28,
          2002; and

  (f) Continued Sales and Services by Burlington -- the Debtors
      will continue to sell pre-laminated fabric to the Alliance
      at a fixed cost for a three-month period, after which, the
      fabric sales will be done on a commercial arm's-length
      agreement at the market price and continue to provide
      laminating services through the third anniversary of the
      Transfer Date, unless either party gives six-month's
      notice to terminate the services.

The Debtors have determined that entry into the Letter Agreement
is appropriate and in the best interest of their estates for
these reasons:

  -- continued participation as a member of the Alliance is not
     necessary to their successful reorganization or
     contemplated Business Plan;

  -- the withdrawal actually complements and furthers the
     Debtors' efforts to streamline their business operations
     and improve their overall financial performance; and

  -- it is not a prudent use of resources to make any capital
     infusions in the Alliance given that the Alliance is not
     part of the Business Plan.

Burlington will maintain its customer relationship with the
Alliance through the sale of the pre-laminated fabric, which
sales directly benefit their estate; and a right to a portion of
the Alliance's cash flows through the three-year royalty
arrangement.

Accordingly, the Debtors seek the Court's authority, pursuant to
Section 363 of the Bankruptcy Code, to withdraw from the
Alliance and enter into and perform the Letter Agreement.
(Burlington Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CANWEST MEDIA: S&P Cuts Ratings to B+ on Continued High Leverage
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior secured debt ratings on
multiplatform media company CanWest Media Inc., to 'B+' from
'BB-'. At the same time, the ratings on the company's senior
subordinated notes were lowered to 'B-' from 'B'. The outlook is
now stable.

The downgrade reflects Winnipeg, Man.-based CanWest Media's
continued relatively weak financial profile, which was not in
line with the 'BB' rating category.

"The positive impact of asset sales of C$470 million in fiscal
2002, used to lower debt levels, has been largely offset by
lower-than-anticipated EBITDA generation for the past two years,
due to the economic environment and the company's acquisition of
the National Post," said Standard & Poor's credit analyst
Barbara Komjathy.

In addition, reductions in CanWest Media's senior debt have been
partially offset by accretion in holding company indebtedness,
which, at the company's option, pays interest by issuing
additional notes. As a result, although total debt to adjusted
EBITDA has improved to 6.4 times in 2002 from 7.8x in 2001, pro
forma acquisitions (including the acquisition of the National
Post), the ratio remains significantly weaker than the 5.7x
level initially expected for 2002 by Standard & Poor's. Total
debt as calculated above includes the holding-company notes and
adjusted EBITDA includes cash distributions from Network Ten. In
addition, while further asset sales are anticipated in 2003,
which should increase EBITDA interest coverage (excluding pay in
kind interest) to 2.5x for 2003 from 2.1x at the end of 2002,
gross EBITDA interest coverage is expected to remain below 2.0x
in the medium term.

The ratings on CanWest Media reflect the leading Canadian market
positions and business diversity afforded by its newspaper
publishing and television broadcasting assets, which help to
mitigate revenue and cash flows over the advertising-revenue and
newsprint-cost cycles, and the favorable regulatory environment
that limits foreign competition and ownership. These factors are
offset by the company's relatively aggressive financial profile,
driven by past acquisitions, including the November 2000
acquisition of the Southam Newspapers from Hollinger Inc.

The stable outlook reflects Standard & Poor's expectations that
CanWest Media will maintain its strong business profile,
particularly its broadcast television audience and newspapers
readership and circulation market shares, and will continue to
reduce losses at the National Post. In addition, proceeds from
asset sales are expected to lower debt levels in order to offset
accretion in holding company indebtedness. Standard & Poor's
expects total debt (including holding company notes) to adjusted
EBITDA will improve to 5.5x, and gross EBITDA interest coverage
to close to 2.0x, during the next two years.

Canwest Media's 8.5% bonds due 2011 (CANW11CAN1) are trading
slightly above par at about 105 cents-on-the-dollar, DebtTraders
reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=CANW11CAN1


CANWEST MEDIA: Says S&P Overlooked Improved Financial Profile
-------------------------------------------------------------
Standard & Poor's Ratings Services adjusted CanWest Media Inc.'s
long-term corporate credit and senior secured debt ratings to
"B+" from "BB-" and the ratings on the Company's senior
subordinated notes to "B-" from "B" with a stable outlook. The
ratings revisions reflect Standard & Poor's view that its
previous ratings were not in line with the Company's current
financial profile and that the Company's financial results were
below expectations that had formed the basis for the initial S&P
ratings. CanWest Media Inc is a wholly owned subsidiary of
CanWest Global Communications Corp.

The Company achieved EBITDA growth of 9% for the fiscal year
ended August 31, 2002, a very good result given the difficult
economic environment over the past year, including one of the
worst advertising markets in half a century. The Company does,
however, acknowledge that its EBITDA levels are below those
anticipated when it acquired its newspaper assets in November
2000.

The Company believes the ratings adjustments overlook the
underlying consistent strength of the Company's operations, and
fail to take account of CanWest's improved financial profile
over the past two years. In particular, the Company's financial
ratios have improved significantly and its business outlook is
more promising than at any point in the past twelve months.

Company officials note that the Standard and Poor's rating
revision appears at odds with the financial markets view of
CanWest Media's credit. The Company's senior subordinated notes
have consistently traded at a premium to their issue price since
their issue in May 2001. In June 2002, DBRS, the Canadian rating
agency confirmed CanWest Media's existing corporate rating at
"BB" and senior subordinate note rating at "B (high)", both
ratings with a stable trend. Moody's Investor Services currently
assigns CanWest Media a corporate rating of "Ba3" and a "B2"
rating to senior subordinated notes, with a stable rating
outlook.

CanWest Media has made significant progress in reducing its
corporate debt. Since the acquisition of the publishing assets,
the Company has reduced CanWest Media's debt by approximately
$600 million, from $3.1 billion to $2.5 billion, in large part
through the sale of non-strategic assets. The Company's key
total debt to EBITDA leverage ratio has improved from 5.48 times
to 5.25 times. In its the most recent fiscal year, ended August
31, 2002, CanWest Media reduced its debt by approximately $490
million.

Commenting on the S&P ratings revisions, Leonard Asper,
President and CEO of CanWest Media said: "The Company's main
operations are all experiencing positive earnings momentum, our
debt reduction strategies are proceeding according to plan, and
we expect to conclude the sale of additional non-strategic
assets in fiscal 2003. All these positive factors, together with
indications of a sustained economic recovery during the coming
year, should further strengthen the Company's balance sheet, and
provide a basis for a ratings upgrade in the medium term."

The Company believes the ratings revisions by Standard and Poor
reflect an increasingly cautious and conservative regulatory
environment in the US and Canada following the well-known Enron,
World Com and other accounting controversies of the past year.
Over the course of the past two years, Standard and Poor's has
lowered ratings for many issuers. In 2001, its cumulative
downgrade to upgrade ratio was 5.07 to 1 and year-to-date in
2002 the ratio was 3.64 to 1.

John Maguire, the Company's Chief Financial Officer, confirmed
that the Company does not face liquidity issues. "Cash flow from
operations is more than sufficient to meet the Company's debt
servicing obligations and to cover normal levels of capital
expenditure, while also providing additional capacity to pay
down debt. CanWest remains comfortably within its covenants to
debt holders, now and for the foreseeable future."

CanWest Media Inc., is a wholly owned subsidiary of CanWest
Global Communications Corp.  CanWest Global Communications
Corp., (NYSE: CWG; TSE: CGS.S and CGS.A) --  
http://www.canwestglobal.com-- is an international media  
company. CanWest, now Canada's largest publisher of daily
newspapers owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels, radio networks and Internet portals in
Canada, New Zealand, Australia, Ireland and the United Kingdom.
Fireworks, the Company's program production and distribution
division, operates in several countries throughout the world.


CONSECO, INC.: Balance Sheet Insolvency Tops $800 Million
---------------------------------------------------------
Conseco, Inc., (OTCBB:CNCE) disclosed yesterday that it intends
to "present [a consensual] plan for judicial approval under
Chapter 11 of the U.S. Bankruptcy Code, which provides for
companies to reorganize and continue to operate as going
concerns."  That disclosure appears in the Company's Third
Quarter Form 10-Q delivered to the SEC as the Company reported a
consolidated net loss for the third quarter ended September 30,
2002 totaling $1.7 billion attributable to (1) an impairment
charge of $700 million related to retained interests in
securitization transactions held by Conseco Finance; (2) a
goodwill impairment charge of $500 million; (3) realized
investment losses of $280 million; (4) an adjustment to reserves
for long-term care insurance of $110 million; and (5) a loss on
discontinued operations totaling $140 million related to the
sale of the Company's variable annuity business.  The net loss
for the nine months ended September 30, 2002 tops $6 billion.  
At September 30, 2002, liabilities reported on Conseco's balance
sheet exceed assets by $800 million.

                    Management Changes

Conseco also announced that its Board of Directors has elected
William J. Shea to serve as Chief Executive Officer and Eugene
M. Bullis to serve as Chief Financial Officer.  Since September
2001, Mr. Shea has been the Company's President and Chief
Operating Officer, positions that he will continue to hold.  Mr.
Bullis has served as Executive Vice President for Finance and
Administration since mid-2002.  Mr. Shea had served as Acting
Chief Financial Officer since March 2002.

             Forebearance Pact Expires Nov. 26

Lenders to Conseco, Inc., (OTCBB:CNCE) executed a Forbearance
Agreement granting the Company waivers of certain covenant
violations through November 26, 2002. The Forbearance
Agreement grants Conseco a contining temporary waiver by its
senior lenders of certain cross-default provisions under the
Company's credit agreement and non-compliance with a 0.400:1.0
debt to capitalization ratio covenant as of June 30, 2002, as
well as a limited waiver of potential non-compliance of a
0.375:1.0 debt to capitalization ratio covenant as of September
30, 2002. Similar forbearance agreements, Conseco says, were
also executed on the various loans guaranteed by the company
under the 1997, 1998 and 1999 Directors and Officers (D&O) Loan
Programs.

The Wall Street Journal reported earlier this month that the Ad
Hoc Noteholders' Committee is demanding full ownership of the
company. The Journal's sources say that "because Conseco's
debts exceed estimates of the company's value, its bondholders
are likely to gain at least a controlling stake in the
restructured company."

The Ad Hoc Noteholders' Committee is also credited with forcing
Gary Wendt to step down as Conseco's CEO. The Journal says that
"a representative of the bondholders told the restructuring
committee of Conseco's board that Mr. Wendt's 'usefulness had
come and passed and we want him gone,' according to one person
at [an early October] meeting."

Journal reporters Mitchell Pacelle and Joe Hallinan relate that
bondholders have presented the company with a written proposal
demanding full ownership of the restructured company . . . but
might be willing to give a nominal amount of warrants to
existing equity holders.

Standard & Poor's Ratings Services has revised all of Conseco's
counterparty credit ratings to 'D' (default) from 'SD'
(selective default). Standard & Poor's also lowered senior debt
and preferred stock ratings on Conseco to 'D' from double-'C'.
The single-'B'-plus counterparty credit and financial strength
ratings on Conseco's insurance subsidiaries remain on Credit
Watch with negative implications, where they were placed on
Aug. 9, 2002.

"The 'D' rating reflects Standard & Poor's view that Mr. Wendt's
resignation is a prelude to an ultimate bankruptcy filing,"
explained Standard & Poor's credit analyst Jayan U. Dhru.
"Therefore, Standard & Poor's expects that Conseco's future
payments on principal and interest will be adversely affected."
The ratings on the insurance entities will remain on CreditWatch
until there is more clarity about the impact of the parent
company's travails on the insurance operations. Standard &
Poor's believes the insurance policyholders have a priority over
the debtholders and that the regulators are ensuring that
appropriate risk-based capital is maintained at the operating
companies.


DANA CORP: Closes Sale of Several Non-Core Assets to Riverside
--------------------------------------------------------------
Dana Corporation (NYSE: DCN) -- whose new $250 million debt
issue has been rated by Standard & Poor's at 'BB' -- has
completed the sale of several non-core businesses to The
Riverside Company, a leveraged buyout firm.

Proceeds from the sale were approximately $33 million, and the
transaction was not material to the company's results of
operations.  Terms of the transaction were not disclosed.

The businesses involved in the transaction are:

    * Tekonsha Engineering Company, located in Tekonsha, Mich.,
      a manufacturer of aftermarket electric brake controls and
      related products for the recreation, agricultural, and
      trailer markets.  This transaction included Dana's
      SurePull Products facility in Sheridan, Ark., which
      produces hitches and towing accessories;

    * Theodore Bargman Company, located in Albion, Ind., a
      manufacturer of exterior illumination products, electrical
      accessories, and locks and latches; and

    * American Electronic Components, Inc., located in Elkhart,
      Ind., a manufacturer of sensors, switches and relays.

The combined operations employ nearly 700 people and had total
sales of $81 million in 2001.

Dana Corporation is one of the world's largest suppliers of
components, modules, and complete systems to global vehicle
manufacturers and their related aftermarkets.  Founded in 1904
and based in Toledo, Ohio, the company operates some 300 major
facilities in 34 countries and employs approximately 70,000
people. The company reported sales of $10.3 billion in 2001.  
Dana's Internet address is http://www.dana.com


DELTA AIR: Tinkers with Retirement Plan for Non-Pilot Employees
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced changes to its primary
retirement plan that allow Delta to provide competitive
retirement benefits that respond to the interests of Delta
people while significantly reducing pension costs for the
company.

Effective June 30, 2003, Delta will change its retirement plan
for non-pilot, U.S. employees from a traditional defined benefit
plan to a cash-balance plan.  Delta said that the new plan
structure is expected to reduce the company's expenses
significantly in 2003 and by approximately $500 million
during the next five years as compared to the cost of the
current retirement program.  These changes are part of Delta's
effort to reduce annual operating costs by $2.5 billion from
2003 through 2005.  Delta already has reduced costs by $1
billion in 2002.

A cash balance plan differs from Delta's current plan in that a
cash balance plan states the retirement benefit as an account
balance, rather than a monthly payment.  The cash balance
retirement benefit will be equal to the value of the account and
can be taken as a lump sum or an annuity whenever the employee
leaves Delta, even if that occurs before retirement.

Employees hired after June 30, 2003, will be eligible for the
cash balance benefit only.  For current employees who are
employed on June 30, 2003, there will be a seven-year transition
period to the new plan from June 30, 2003, to June 30, 2010,
during which these employees will earn the current plan
retirement benefit or the new cash balance benefit, whichever is
greater.  As a result of this transition, current employees who
retire within the next seven years will see no adverse impact on
their retirement income benefit.

"As Delta works to recover from the current financial crisis,
the company must act to control the high and rapidly growing
costs of retirement benefits while protecting the interests of
Delta people," said Bob Colman, Delta executive vice president -
Human Resources.  "Unless these steps are taken, Delta's
retirement expenses would increase at an unsustainable rate."

"The new cash balance program is competitive with programs at
other leading companies inside and outside our industry.  It
also is more flexible and more portable than the current plan."

Delta Air Lines, the world's second largest carrier in terms of
passengers carried and the U.S. airline with the most
transatlantic destinations, offers 5,843 flights each day to 426
destinations in 76 countries on Delta, Delta Express, Delta
Shuttle, Delta Connection and Delta's worldwide partners. Delta
is a founding member of SkyTeam, a global airline alliance that
provides customers with extensive worldwide destinations,
flights and services.  For more information, please go to
http://www.delta.com

Delta Air Lines' 8.30% bonds due 2029 (DAL29USR1) are trading at
57 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAL29USR1for  
real-time bond pricing.


ENCOMPASS SERVICES: Files for Chapter 11 Reorganization in Texas
----------------------------------------------------------------
Encompass Services Corporation (Pink Sheets:ESVN) has filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of Texas.

The Company stated that, during the Chapter 11 process, it
expects operations to continue as normal and customer work to
proceed as scheduled. As part of its first day motions, the
Company expects to receive court orders authorizing ongoing
payment of its employee wages and benefits, payment of its
vendors for goods and services provided under normal credit
terms, as well as other customary first day orders.

"We believe [Tues]day's filing alleviates much of the
uncertainty that has surrounded our business in the last few
weeks and months," said Joe Ivey, President and Chief Executive
Officer of Encompass. "We look forward to moving rapidly through
the Chapter 11 process."

The Company has received proposals from and is actively working
with its senior bank lending group to secure Debtor-in-
Possession (DIP) financing and with its primary surety bond
providers to secure additional bonding capacity during the
reorganization process.

Encompass stated that it expects to file a Plan of
Reorganization with the Bankruptcy Court before year-end. This
Plan will anticipate the Company continuing its current program
of divestitures of non-core or underperforming assets.

Encompass also announced that Michael F. Gries of Conway, Del
Genio, Gries & Co., who was previously appointed Chief
Restructuring Officer, was also elected as a Director and
Chairman of the Board of Encompass.

J. Patrick Millinor, outgoing Chairman of the Board, who will
remain a Director, stated, "I am pleased that we were able to
find an individual with Mike Gries's experience and background
in restructuring companies to lead Encompass through the Chapter
11 process. Mike has been doing yeoman's work as CRO over the
past six weeks, and I am certain of his ability to achieve the
best result possible for the Company and its various
constituencies."

"I look forward to working with Rick Millinor, Joe Ivey, the
rest of the Board and the dedicated employees of Encompass
throughout the next few critical months," Mr. Gries said. "We
are confident that we will reach agreements in short order for
DIP financing and additional bonding capacity. We appreciate the
support we have received thus far from our senior lenders and
surety providers."

As previously announced, the Company began a solicitation on
October 18, 2002 to gain creditor support of a proposed
restructuring plan to be implemented through a "pre-packaged"
bankruptcy. The solicitation period ended yesterday, and the
proposed restructuring plan did not receive the necessary votes
for approval. Nevertheless, the Company said it looks forward to
reaching agreements quickly with its creditors through the
Chapter 11 process.

Weil, Gotshal & Manges, LLP is serving as Encompass' legal
advisor.

Encompass Services Corporation is one of the nation's largest
providers of facilities systems and services. Encompass provides
electrical technologies, mechanical services and cleaning
systems to commercial, industrial and residential customers
nationwide. Additional information and press releases about
Encompass are available on the Company's Web site at
http://www.encompass.com


ENCOMPASS SERVICES: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Encompass Services Corporation
             3 Greenway Plaza, Suite 2000
             Houston, Texas 77046    
             Telephone (713) 860-0100
             Fax (713) 626-4766

Bankruptcy Case No.: 02-43582

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                      Case No.
     ------                                      --------
     Encompass Electrical Technologies of New    02-43583   
        England, Inc.
     Encompass Electrical Technologies of        02-43584   
        Texas, Inc.
     Encompass Electrical Technologies Projects  02-43585   
        Group, Inc.
     Isla Morada LLC                             02-43586   
     Encompass Electrical Technologies South     02-43587   
        Carolina, Inc.
     Encompass Electrical Technologies           02-43588   
        Southeast, Inc.
     Encompass Electrical Technologies Western   02-43589   
        Tennessee, Inc.
     K&N Plumbing, Heating and Air               02-43590   
        Conditioning, Inc.
     Encompass Electrical Technologies, Inc.     02-43591   
     L.T. Mechanical, Inc.                       02-43592   
     Laney's, Inc.                               02-43593   
     AA Jarl, Inc.                               02-43594   
     Encompass Electrical Technologies, Inc.     02-43595   
     Encompass Facility Services, Inc.           02-43596   
     A-ABC Appliance, Inc.                       02-43597   
     MacDonald-Miller Co., Inc.                  02-43598   
     Encompass Global Technologies, Inc.         02-43599   
     MacDonald-Miller Industries, Inc.           02-43600   
     A-ABC Services, Inc.                        02-43601   
     MacDonald-Miller of Oregon, Inc.            02-43602   
     Encompass Ind./Mech. of Texas, Inc.         02-43603   
     MacDonald-Miller Service, Inc.              02-43604   
     Encompass Industrial (Indianapolis), Inc.   02-43605   
     Encompass Industrial Services               02-43606   
        Southwest, Inc.    
     Masters, Inc.                               02-43607   
     Mechanical Services of Orlando, Inc.        02-43608   
     Encompass Management Co.                    02-43609   
     Air Conditioning, Plumbing & Heating        02-43610   
        Service Co., Inc.
     Merritt Island Air & Heat, Inc.             02-43611   
     Air Systems, Inc.                           02-43612   
     National Network Services Northwest, LLC    02-43613   
     Encompass Mechanical (Bloomfield), Inc.     02-43614   
     Aircon Energy Incorporated                  02-43615   
     Omni Mechanical Company                     02-43616   
     Encompass Mechanical (Fort Myers), Inc.     02-43617   
     Airtron of Central Florida, Inc.            02-43618   
     Omni Mechanical Services                    02-43619   
     Pacific Rim Mechanical Contractors, Inc.    02-43620   
     Airtron, Inc.                               02-43621   
     Encompass Mechanical (Lansing), Inc.        02-43622   
     AMS Arkansas, Inc.                          02-43623   
     Paul E. Smith Co., Inc.                     02-43624   
     Encompass Mechanical (Pompano Beach), Inc.  02-43625   
     Building One Commercial, Inc.               02-43626   
     Phoenix Electric Company                    02-43627   
     Encompass Mechanical (Spokane), Inc.        02-43628   
     Building One Service Solutions, Inc.        02-43629   
     Ray's Plumbing Contractors, Inc.            02-43630   
     BUYR, Inc.                                  02-43631   
     Encompass Mechanical (Utah), Inc.           02-43632   
     Regency Electric Company South              02-43633   
        Florida Office, Inc.
     Callahan Roach Products &                   02-43634   
        Publications, Inc.    
     Regency Electric Company, LLC               02-43635   
     Encompass Mechanical Services - Rocky       02-43636   
        Mountains, Inc.
     Central Carolina Air Conditioning Company   02-43637   
     Charlie Crawford, Inc.                      02-43638   
     Riviera Electric of California, Inc.        02-43639   
     ChIP Corp.                                  02-43640   
     Sanders Bros., Inc.                         02-43641   
     Commercial Air Holding Company              02-43642   
     Sequoyah Corporation                        02-43643   
     CONCH Republic Corp.                        02-43644   
     Costner Brothers, Inc.                      02-43645   
     EET Holdings, Inc.                          02-43646   
     Southeast Mechanical Service, Inc.          02-43647   
     Encompass Mechanical Services               02-43648   
        Northeast, Inc.    
     Electrical Contracting, Inc.                02-43649   
     Stephen C. Pomeroy, Inc.                    02-43650   
     Encompass Mechanical Services of            02-43651   
        Elko, Inc.    
     Encompass Capital, Inc.                     02-43652   
     Sun Plumbing, Inc.                          02-43653   
     Encompass Central Plains, Inc.              02-43654   
     Encompass Mechanical Services               02-43655   
        Southeast, Inc.    
     Encompass Constructors, Inc.                02-43656   
     Taylor-Hunt Electric, Inc.                  02-43657   
     Encompass Design Group, Inc.                02-43658   
     Encompass Power Services, Inc.              02-43659   
     The Farfield Company                        02-43660   
     Encompass Electrical (Cleveland), Inc.      02-43661   
     Encompass Residential Services of           02-43662   
        Houston, Inc.    
     Tri-City Electrical Contractors, Inc.       02-43663   
     Encompass Electrical (Dayton), Inc.         02-43664   
     Tri-M Corporation                           02-43665   
     Encompass Electrical (DC), Inc.             02-43666   
     Encompass Services Holding Corp.            02-43667   
     Tri-State Acquisition Corp.                 02-43668   
     United Acquisition Corp.                    02-43669   
     Encompass Electrical (Indianapolis), Inc.   02-43670   
     Encompass Services Indiana, L.L.C.          02-43671   
     United Service Alliance, Inc.               02-43672   
     Encompass Electrical (Network), Inc.        02-43673   
     ESR PC, L.P.                                02-43674   
     Van's Comfortemp Air Conditioning, Inc.     02-43675   
     Encompass Electrical (Toledo), Inc.         02-43676   
     Vantage Mechanical Contractors, Inc.        02-43677   
     Encompass Electrical Technologies -         02-43678   
        Florida, LLC    
     Wade's Heating & Cooling, Inc.              02-43679   
     Evans Services, Inc.                        02-43680   
     Watson Electrical Construction Co.          02-43681   
     Encompass Electrical Technologies -         02-43682   
        Midwest, Inc.    
     EWG Holdings, Inc.                          02-43683   
     Wayzata, Inc.                               02-43684   
     FacilityDirect.com, LLC                     02-43685   
     Wiegold & Sons, Inc.                        02-43686   
     Ferguson Electric Corporation               02-43687   
     Willis Refrigeration, Air Conditioning      02-43688   
        & Heating, Inc.
     Fred Clark Electrical Contractor, Inc.      02-43689   
     Wilson Electric Company, Inc.               02-43690   
     Gamewell Mechanical, Inc                    02-43691   
     Yale Incorporated                           02-43692   
     Garfield-Indecon Electrical Services, Inc.  02-43693   
     Encompass Electrical Technologies -         02-43694   
        Rocky Mountain    
     Encompass Electrical Technologies           02-43695   
        North Carolina,    
     Gilbert Mechanical Contractors, Inc.        02-43696   
     Encompass Electrical Technologies North     02-43697   
        Florida, Inc.
     Encompass Elec Technologies Central         02-43698   
        Tennessee, Inc.    
     GroupMAC Texas L.P.                         02-43699   
     Delta Innovations, Ltd.                     02-43700   
     Encompass Electrical Technologies Eastern   02-43701   
        Tennessee, Inc.
     Hallmark Air Conditioning, Inc.             02-43702   
     Encompass Electrical Technologies           02-43703   
        Georgia, Inc.    
     HPS Plumbing Services, Inc.                 02-43704   
     Encompass Capital, L.P., a Texas Ltd.       02-43705   
        Partnership    
     HVAC Services, Inc.                         02-43706   
     Interstate Building Services, L.L.C.        02-43707   
     Encompass Electrical Technologies of        02-43708   
        Nevada, Inc.
     
Type of Business: Encompass Services Corporation provides one-
                  stop shopping for systems and facilities
                  management. Encompass provides electrical
                  technologies, mechanical services and cleaning
                  systems to commercial, industrial and
                  residential customers nationwide.

Chapter 11 Petition Date: November 19, 2002

Court: Southern District of Texas

Judge: William R. Greendyke

Debtors' Counsel: Alfredo R. Perez, Esq.
                  Lydia T. Protopapas, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Tel: (713) 546-5000
                  Fax: (713) 224-9511

Total Assets: $1,234,134,000

Total Debts: $1,762,701,000

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Northwestern Mutual Life
   Insurance Company
720 E. Wisconsin Ave.
Milwaukee, WI 05322        Bond debt               $37,805,000

Mizuho International PLC
One Friday Street
Braken House
London, GBR EC4M           Bond debt               $11,000,000

Wells Fargo Capital Markets
550 California Street
14th Floor
San Francisco, CA 94104    Bond debt                $8,705,000

Blackrock Capital
40 East 52nd Street
New York, NY 10022         Bond debt                $8,825,000

Reynolds Company
P.O. Box 569180
Dallas, TX 75356-9180      Trade debt               $8,273,000

HSBC Bank PLC
Level 41
8 Canada Square
London E14 5HQ
United Kingdom             Bond debt                $7,000,000
Rexel, Inc.
6700 LBJ Freeway
Dallas, TX 75240-6503      Trade debt               $4,344,000

Unumprovident Corporation
Investment Operations
Dept., Floor 6
One Fountain Square
Chattanooga, TN 37402      Bond debt                $4,000,000

Sutter CBO 2000-2
550 California Street
San Francisco, CA 94104    Bond debt                $3,945,000

Ferguson Enterprises, Inc.
12500 Jefferson Avenue
Newport, VA 23602-4314     Trade debt               $3,881,000

General Electric Supply,
   Inc.
400 Technology Court S.E.
Suite R
Smyrna, GA 30082           Trade debt               $3,685,000

Graybar Electric Company,
   Inc.
34 North Meramec Avenue
Clayton, MO 63105          Trade debt               $3,570,000

Bay Harbour Management
885 Third Ave., 34th Floor
New York, NY 10022         Bond debt                $3,460,000

Hughes Supply, Inc.
20 North Orange Ave.
Suite 200
Orlando, FL 32801          Trade debt               $3,264,000

SLS Management
140 W. 57th Street, NBR 7B
New York, NY 10019         Bond debt                $2,966,000

Carrier Enterprises, Inc.
One Carrier Place
Farmington, CT 06034-4015  Trade debt               $2,899,000

The Trane Company
3600 Pammel Creek Road
La Crosse, WI 54601-7599
Attn: Patrick L. Rieland
Telephone: (608) 787-3538
Thomas W. Mikulina
Telephone: (608) 787-3237  Trade debt               $2,872,000

Hartford Investment
   Management
Proxy Processing 9th Floor
P.O. Box 1744
Hartford, CT 06144-1744    Bond debt                $2,500,000

CNA Risk Management
CNA Plaza
333 S. Wabash
Chicago, IL 60685          Trade debt               $2,353,000

Deltec Recovery Fund LP
645 Fifth Ave., 18th Floor
New York, NY 10022         Trade debt               $2,216,000

Cincinnati Insurance
P.O. Box 145496
Cincinnati, OH 45214       Trade debt               $2,000,000

Tour Societe Generale
   (France)
17 Cours Valmy
Paris
La Defense Cedex
FRA 92972                  Bond debt                $2,000,000

Turner Envirologic, Inc.
3439 SW 11th St.
Deerfield Beach, FL 33442  Trade debt               $1,674,000

Crescent Electric Supply
   Company
P.O. Box 500
East Dubuque, IL 61025     Trade debt               $1,648,000

ABCO, Inc.
2675 E. HWY 80
P.O. Box 268
Abilene, TX 79604-0268     Trade debt               $1,519,000

Dynaelectric Co. of Nevada
3555 West Oquendo Road
Las Vegas, NV 89118
Attn: Don Mitchell
(702) 736-8677             Trade debt               $1,479,000

William Mason Dillard
   Revocable Trust - MSI
3789 McKay Creek Drive
Largo, FL 33770            Note obligation          $1,250,000

Deborah K. Dillard
   Revocable Trust
3789 McKay Creek Drive
Largo, FL 33770            Note obligation          $1,250,000

Johnson Controls, Inc.
5757 N. Green Bay Avenue
Milwaukee, WI 53201        Trade debt               $1,247,000

Anixter, Inc.
4711 Golf Road
Skokie, IL 60076-1278      Trade debt               $1,096,000

Miller Anderson & Sherrerd
1 Tower Bridge, Suite 1100
W. Conshohochen, PA 19428  Trade debt               $1,075,000

Total Plumbing, Inc.
4701 N. Colorado Boulevard
Denver, CO 80216-3214      Trade debt               $1,034,000

Com-Tec Building Service,
   Inc.
3030 East Goodland Drive
P.O. Box 965
Appleton, WI 54911
Attn: S. Qualls            Trade debt               $1,031,000

Janitrol/Goodman
2550 N. Loop W, Suite 400
Houston, TX 77092          Trade debt               $1,026,000

Integrator Com (Jv)
8001 East 195th Street
Noblesville, IN 46060      Trade debt               $1,015,000

Tripar Partnership
48 Par La Ville Road
Suite 428
Hamilton BMU HM11          Bond debt                $1,000,000

Siemens Building
   Technologies, Inc.
8600 N. Royal La.
Suite 100
Irving, TX 75063
Attn: Rhonda Savage
Telephone: (972) 550-8488  Trade debt                 $982,000

Purple International
10920 Switzer Ave.
Suite 100
Dallas, TX 75238           Trade debt                 $956,000

Wesco Distribution, Inc.
Commerce Court, Suite 700
Four Station Square
Pittsburgh, PA 15219       Trade debt                 $928,000

Brook Electric Company
645 Heathrow Drive
Lincolnshire, IL 60069     Trade debt                 $889,000

Familian NW Corp.
2250 N. Columbia Blvd.
Portland, OR 97217         Trade debt                 $859,000

Forrest Construction
   Company
P.O. Box 77000
Detroit, MI 48277          Trade debt                 $854,000

James T. Broyles - PacRim
P.O. Box 7088
Rancho, Santa Fe, CA 92067 Note obligation            $836,000

Airport Lighting Systems
1315 Brookside, Suite K
Hurst, TX 76053            Trade debt                 $765,000

Medina Corp.
13823 Perthshire
Houston, TX 77079          Trade debt                 $753,000

ACE Inc. USA
1601 Chestnut Street
Philadelphia, PA 19103     Trade debt                 $710,000

McCorvey Sheetmetal Corp.
500 S. Main
P.O. Box 405
Galena Park, TX 77547
Telephone: (713) 672-7545  Trade debt                 $700,000

Brown Wholesale, Inc.
210 S 29th Street
Phoenix, AZ 85034
Attn: Dee Schneider
Telephone: (602) 275-8521  Trade debt                 $674,000

Hartford Life Insurance
200 Hopmeadow Street
Simsbury, CT 06089          Bond debt                 $580,000

Farm Bureau Life Insurance
   Company
5400 University Avenue
Des Moines, IA 50266-5977   Bond debt                 $500,000


ENRON CORP: Amends Retention and Severance Components of KERP
-------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Enron Corporation and its debtor-affiliates
need to amend the Retention Component and Severance Benefit
Component of the KERP:

A. Retention Component -- Amendment of Payment Dates

   The Retention Component provides for the computation of
   Quarterly Retention Payments upon the close of each Quarter.
   Certain of the Quarters end on calendar days that are not
   business days.  Amending the KERP so that the last day of the
   quarter is the last business day immediately preceding the
   specified dates under the KERP will permit the Debtors to
   operate the Plan and to process payments under the Retention
   Component in accordance with the Debtors' normal business
   payroll cycle.

B. Severance Benefit Component -- Payment of EMCC Bonuses

   On March 15, 2002, the Debtors sought an order approving the
   sale of Enron Metals and Commodity Corporation to Sempra
   Metals Concentrates Corp., which includes the payment of
   divestiture bonuses to certain key employees.  The Enron
   Metal Sale Order authorized the Bonuses "only if the
   employees are entitled, in accordance with the KERP without
   further order of the Court."  However, as written, the KERP
   does not permit the Debtors to pay the Enron Metal Bonuses
   because the intended recipients received offers of employment
   from a Divested Employer, as the term is defined under the
   KERP.  Thus, the Court's approval of the Enron Metal Bonuses
   cannot be paid through the KERP as it is presently written.

Accordingly, the Debtors ask the Court to approve the amendment
to the Key Employee Retention Program pursuant to Section 363(b)
of the Bankruptcy Code.

Mr. Rosen argues that the amendment is necessary to permit the
Debtors to reallocate certain funds that were previously
approved for use in the Severance Benefit Component, which will
then be paid by the Debtors, Enron Metal or the Debtors'
affiliates.  The Debtors assure Judge Gonzalez that there are
sufficient funds under the Severance Benefit Component to pay
other KERP Severance participants.

The Debtors' Management Committee has determined that the KERP
also should be clarified to state that any amounts authorized
but not used under the Severance Benefit Component will not be
forfeited, but may be reallocated for other employee retention
or severance benefit purposes.  Any reallocation of excess funds
will be determined by the Debtors on a case-to-case basis.  The
Debtors have agreed to provide reasonable advance written notice
to the Creditors' Committee of the terms of the proposed
reallocation and will be entitled to effectuate the
reallocation, without any requirement of Court approval, if no
objection is raised by the Creditors' Committee.

                       *     *     *

Judge Gonzalez finds that sufficient cause exists to amend the
Debtors' Key Employee Retention Program.  Accordingly, the Court
authorizes the Debtors to:

1. amend the KERP in the manner and to the extent set forth in
   the motion;

2. treat the business day immediately preceding the close of a
   Quarter as the final day of the Quarter in any Quarter where
   the final day does not otherwise fall on a business day;

3. reduce the amount available under the KERP for Severance
   Benefit Component by $1,300,000; and

4. pay the EMCC Bonuses.

Judge Gonzalez rules that the amounts unused under the Severance
Benefit Component will not be forfeited and may be reallocated
for other employee retention or severance purposes; provided,
however, any reallocation will be determined by the Debtors.

Moreover, Judge Gonzalez compels the Debtors to provide the
Creditors' Committee with advance written notice of the terms of
the proposed reallocation. (Enron Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 12 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


EOTT ENERGY: U.S. Trustee Amends Creditors Committee Membership
---------------------------------------------------------------
The United States Trustee for Region 7, Richard W. Simmons,
amends the appointment of EOTT Energy Partners, L.P.'s Official
Committee of Unsecured Creditors.  The Committee is now composed
of five members:

1. John Robert Chambers, Chairman
    Lehman Energy Fund
    600 Travis, Ste 7330
    Houston, Texas 77002
    E-mail: rchamber@lehman.com

2. Timothy S. Collins
    Northwestern Mutual Life Insurance Co.
    720 E. Wisconsin Ave.
    Milwaukee, Wisconsin 53202
    E-mail: timothycollins@northwesternmutual.com

3. Keith Chan
    The Dreyfus Corporation
    200 Park Ave.
    New York, New York 10166
    E-mail: chan.kc@dreyfus.com

4. Derek Schrier
    Farallon Capital Management, LLC
    One Maratime Plaza, Ste, 1325
    San Francisco, California 94111
    E-mail: Dschrier@FarallonCapital.com

5. Max Volmar -- newest appointee
    The Bank of New York
    101 Barclay St. 8W
    New York, New York 10286
    E-mail: mvolmar@bankofny.com
(EOTT Energy Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Eott Energy Partners/Fin's 11% bonds due 2009 (EOT09USR1) are
trading at 57 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for  
real-time bond pricing.


EPOCH 2001-2 LTD: Fitch Junks Class IV-A, IV-B and V Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on EPOCH
2001-2 Ltd.'s class II, III, IV-A, and IV-B tranches of senior
secured floating- and fixed-rated notes, due Nov. 29, 2006, and
removed them from CreditWatch, where they were placed on
Sept. 24, 2002. At the same time, the rating on the class V
tranche is lowered and remains on CreditWatch, where it was
placed on Sept. 24, 2002.

The rating actions follow final valuations on two declared
credit events and further deterioration of credit quality that
have occurred in the underlying $1.6 billion reference
portfolio.

The ratings reflect the credit quality of the reference credits,
the level of credit enhancement provided by subordination, and
EPOCH 2001-2's ability to meet its payment obligations as issuer
of the senior secured notes.

          Ratings Lowered and Removed from Creditwatch
                   with Negative Implications

                         EPOCH 2001-2 Ltd.
          Senior secured floating- and fixed-rate notes

               Class              Rating
                         To                  From
               II        A-                  AA/Watch Neg
               III       BBB                 A/Watch Neg
               IV-A      CCC-                BBB/Watch Neg
               IV-B      CCC-                BBB/Watch Neg

          Ratings Lowered and Remain on Creditwatch
                   with Negative Implications

                         EPOCH 2001-2 Ltd.
               Senior secured floating-rate notes

               Class              Rating
                         To                  From
               V         CCC-/Watch Neg      BB/Watch Neg


EVERCOM INC: Can't Timely File Third Quarter Form 10-Q
------------------------------------------------------
Evercom, Inc., is in the process of exploring strategic and
financial alternatives, and for this reason has advised the SEC
that it will be late in filing financial statements. The
Company's explorations include discussions with potential
investors, the Company's own investors and creditors, and
potential strategic partners. Management of Evercom believes
that the outcome of this process is material to the disclosures
contained in its Quarterly Report on Form 10-Q.

The Company has yet to file its Annual Report on Form 10-K for
the period ended December 31, 2001 and its Quarterly Reports on
Form 10-Q for the periods ended March 31, 2002 and June 30,
2002.

Evercom anticipates that it will report a loss for the quarter
ended September 30, 2002, that is significantly larger than the
loss reported for the same period in the previous fiscal year.
Management of the Company believes that much of the increase in
loss will be attributable to an increase in uncollectible
accounts primarily attributable to the deterioration in the
economy. Because the actual amount of such loss will not be
determined until the filing of its Quarterly Report on Form 10-
Q, the actual amount of the loss will be specifically quantified
upon the filing of the Company's Quarterly Report on Form 10-Q.

The company provides collect and prepaid phone service to
inmates of more than 2,000 city, county, state, and private
correctional facilities in 43 states in the US and in
Washington, DC. As an exclusive phone provider, Evercom installs
and maintains its equipment at no cost to the facility. It also
handles billing and collection services for other providers of
inmate phone services. The company was formed in 1996 with the
acquisitions of AmeriTel Payphones and Talton  
Telecommunications. Major investors include Julius Talton (13%),
a director, and the Canadian Imperial Bank of Commerce (41%).  


FRIEDE GOLDMAN: Selling Offshore Assets to ACON for $61 Million
---------------------------------------------------------------
Friede Goldman Halter, Inc., (OTCBB:FGHLQ) has completed the
previously announced auction of its Friede Goldman Offshore
division and has entered into a contract to sell the assets to
ACON Offshore Partners LLP, a Delaware limited partnership, for
approximately US$61 million. The purchase price consists of $18
million in cash plus the assumption of approximately $43 million
in secured debt.

The sale is contingent upon the buyer receiving specific
refinancing terms from certain existing secured creditors by
November 22, 2002 and the receipt by the seller of the buyer's
contract deposit on the same date. If these conditions are met,
the sale would be presented on December 16, 2002 to the United
States Bankruptcy Court for the Southern District of
Mississippi, Southern Division, for approval. Once approved, a
year-end closing is anticipated, permitting Friede Goldman
Offshore to operate under new ownership without the constraints
of Chapter 11.

Friede Goldman Offshore is the one remaining business unit of
Friede Goldman Halter, Inc. The sale of Friede Goldman Offshore
is a priority of the Restructuring Committee of the Board of
Directors, which is working in concert with the Unsecured
Creditors Committee to close this transaction. In the event the
sale transaction does not occur or close in a timely manner, the
Board of Directors and the Unsecured Creditors Committee intend
to include Friede Goldman Offshore in the Plan of Reorganization
of Friede Goldman Halter, Inc. Under either scenario, the
company believes it is unlikely that there will be any recovery
for the equity holders.

Friede Goldman Offshore provides new construction, upgrade and
repair of all types of offshore drilling rigs, floating
production units, and inland and offshore drilling and derrick
barges.


GENTEK INC: Wins Approval to Hire Ordinary Course Professionals
---------------------------------------------------------------
GenTek Inc., and its debtor-affiliates obtained permission from
the Court to continue the employment and retention of various
attorneys, accountants and other professionals in matters
arising in the ordinary course of their businesses and unrelated
to these Chapter 11 cases, while they operate as debtors-in-
possession under the Bankruptcy Code.  

Consistent with the dimensions of these cases and the geographic
diversity of the Debtors' businesses, the Debtors will employ
the Ordinary Course Professionals on terms substantially similar
to those in effect before the Petition Date.

The Court likewise approved these retention procedures:

   -- Each Ordinary Course Professional will be required to file
      with the Court a declaration of proposed professional and
      disclosure statement within 30 days after the Court
      approves this Motion.  The Ordinary Course Professional
      will serve the disclosure to:

      * the U.S. Trustee;
      * the counsel for any official committees to be appointed;
      * the counsel to the Debtors' secured lenders; and
      * the counsel for the Debtors;

   -- After serving the required Declaration, the U.S. Trustee,
      the Committee and the Lenders will have 20 days to object
      to the retention of an Ordinary Course Professional;

   -- Any objection must be filed with the Court on or before
      the Objection Deadline and served to:

      * the Ordinary Course Professional;
      * the U.S. Trustee;
      * the counsel to the Committee;
      * counsel to the Lenders; and
      * the counsel to the Debtors;

   -- If any objection cannot be resolved and withdrawn within
      20 days after the service, the matter will be scheduled
      for hearing before the Court; and

   -- If no objection is received by the Objection Deadline, or
      if an objection is withdrawn, the Debtors will be
      authorized to retain the Ordinary Course Professional as a
      final matter without further order of the Court.

The Debtors also obtained the Court's consent to retain
additional Ordinary Course Professionals, as future
circumstances require, without the need to file individual
retention applications or provide further hearing or notice to
any party.  In hiring new Ordinary Course Professionals, the
Court approved these procedures:

   -- The Debtors will only file a supplement to the current
      list of Ordinary Course Professionals with the Court and
      serve a copy of the Supplement to:

      * the U.S. Trustee;
      * the counsel for the Committee; and
      * the counsel to the Lenders.

   -- As with the Ordinary Course Professionals, each Additional
      Ordinary Course Professional will be required to file and
      serve a Declaration within 30 days after the filing of the
      Supplement;

   -- The U.S Trustee, the Committee and the Lenders then would
      be given 20 days after service of each required
      Declaration to object to the retention of the Additional
      Ordinary Course Professional in question; and

   -- If no objection is submitted, or the objection is
      withdrawn, the Debtors would be authorized to retain the
      Additional Ordinary Course Professional as a final matter
      without further order.

In consideration for an Ordinary Course Professional's services,
the Debtors will implement these guidelines for payment of fees
and expenses of an Ordinary Course Professional:

   -- The Debtors will pay, without formal application to the
      Court by any Ordinary Course Professional, fees and
      expenses not exceeding a total of $30,000 per month, for
      each Ordinary Course Professional.  The Debtors also
      propose that aggregate monthly payments to all Ordinary
      Course Professionals be limited to $300,000, unless
      additional payments are authorized by the Court;

   -- If a Professional's fee exceed an average of $30,000 per
      month, any payments to a particular Ordinary Course
      Professional would become subject to court approval;

   -- However, any contingent fee amounts received by the
      Ordinary Course Professionals from recoveries realized on
      the Debtors' behalf, are exempted from the monthly
      limitations.  The limitations would apply only to direct
      disbursements by the Debtors;

   -- The monthly allowance for fees and expenses of Ordinary
      Course Professionals be applied on an average "rolling"
      basis.  If any professional's fees and expenses:

      (a) are in any month less than $30,000, the remainder of
          the monthly allowance will be made available for
          payment to that professional during subsequent months,
          in addition to the monthly allowance amount; and

      (b) exceed $30,000 -- plus any unused amounts from prior
          months -- in any month, the Debtors will pay no more
          than $30,000 -- plus any unused amounts from prior
          months.

      The Debtors will roll the average into following months,
      when it can be paid if the fees and expenses in those
      months are less than the allowance amount; and

   -- The Debtors believe that there are certain Ordinary Course
      Professionals that may be allowed to a monthly cap in
      excess of the $30,000 standard.  In this case, the Debtors
      will seek the agreement of the U.S. Trustee, the Committee
      and the Lenders to a higher cap, not exceeding $75,000,
      for any Ordinary Course Professional who will exceed
      $30,000.

      (a) If the Debtors are able to obtain their agreement to a
          higher cap, the agreement would be evidenced by the
          filing of a notice of increased cap amount; and

      (b) In the absence of an agreement, the $30,000 cap will
          be enforced. (GenTek Bankruptcy News, Issue No. 4;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLIMCHER REALTY: Completes Purchase of JV Interests in Two Malls
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT) -- whose corporate credit and
preferred stock ratings are rated by Standard & Poor's at BB and
B, respectively -- has completed the acquisition of joint
venture interests in Almeda Mall and Northwest Mall.  The
Company previously held a 20% interest in these two properties
which are located in Houston, Texas. Almeda Mall is a 797,000
square foot enclosed regional mall, and Northwest Mall is a
794,000 square foot regional mall.

On November 18, 2002, the Company acquired the remaining 80%
ownership interest for $5.5 million.  The properties had an
outstanding mortgage note payable of $34.9 million as of October
31, 2002.  The loan bears interest at 8.50% and matures in
October 2007.  Subsequent to the acquisition, the Company owns
100% of these assets and the properties will now be consolidated
for financial reporting purposes.

The 80% interest was acquired from Fifth Avenue, LLC.  Fifth
Avenue LLC is wholly owned by Ellen Glimcher, the daughter of
Herbert Glimcher, the Chairman of the Company's Board of
Trustees and the Company's Chief Executive Officer, and the
sister of Michael P. Glimcher, the President of the Company.

Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls, and
community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust is
a component of both the Russell 2000(R) Index, representing
small cap stocks, and the Russell 3000(R) Index, representing
the broader market. Visit Glimcher at http://www.glimcher.com


GLOBAL CROSSING: Continuing Ops. despite Asian Unit's Bankruptcy
----------------------------------------------------------------
Global Crossing issued the following statement after Asia Global
Crossing's announcement that it had signed a definitive
agreement to sell substantially all of its operations and assets
to Asia Netcom, a new Asia-based telecommunications company
founded by a consortium of investors, and that certain Asia
Global Crossing entities had commenced Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York and coordinated proceedings in the Supreme Court of
Bermuda.

"Asia Global Crossing has said that it will continue to conduct
its business as usual while it reorganizes under Chapter 11, and
therefore Global Crossing expects that its worldwide operations
will also continue as usual and customers will not experience
any changes in their service."

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.  
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court).  On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to
oversee the continuation and reorganization of the Bermuda-
incorporated companies' businesses under the control of their
boards of directors and under the supervision of the Bankruptcy
Court and the Bermuda Court.

On April 23, 2002, Global Crossing commenced a Chapter 11 case
in the Bankruptcy Court for its affiliate, GT UK, Ltd.  On
August 4, 2002, Global Crossing commenced a Chapter 11 case in
the United States Bankruptcy Court for the Southern District of
New York for its affiliate, SAC Peru Ltd.  On August 30, 2002,
Global Crossing commenced Chapter 11 cases in the Bankruptcy
Court for an additional 23 of its affiliates (as specified in
the July Monthly Operating Report filed with the Bankruptcy
Court) in order to coordinate the restructuring of those
companies with its restructuring.  Global Crossing has
also filed coordinated insolvency proceedings in the Bermuda
Court for those affiliates that are incorporated in Bermuda.  
The administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced in Bankruptcy
Court on January 28, 2002.

Global Crossing's Plan of Reorganization, which it filed with
the Bankruptcy Court on September 16, 2002, does not include a
capital structure in which existing common or preferred equity
would retain any value.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more
information about Global Crossing and Asia Global Crossing.


GLOBAL CROSSING: Pushes for Approval of New Tecota Lease Pact
-------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that Global Crossing Ltd., and its debtor-
affiliates utilize numerous points of presence around the world
to serve their customers with telecommunications products and
services.  As part of the reorganization process, the Debtors
are conducting an ongoing, extensive review of these POPs to
determine which are essential to their continuing operations.

The Debtors currently maintain two POPs in Miami, Florida: one
on the sixth floor at 50 NE Ninth Street and one at One NE First
Street.  While the operation of a single POP site in Miami,
Florida is critical to the Debtors' ability to provide
uninterrupted services to their customers, the Debtors have
determined that it is not necessary to continue operating both
the Miami POPs.

Mr. Basta relates that the Debtors conducted an extensive
analysis of the Miami POPs to determine which would be most
cost-effective to maintain.  As part of this determination, the
Debtors evaluated the benefits of each space, the terms of
potential new leases, the costs of relocating equipment, the
potential for expansion, and possible operational risks that
could result from the relocations.  The Debtors found that the
costs of centralizing their activities at the First Street
Location would be significantly more than centralizing their
activities at the Ninth Street Location.  The Ninth Street
Location also has superior public, private, transit and network
interconnection.  Accordingly, the Debtors determined that it
was in their best interests to negotiate a new lease for the
Ninth Street location with Technology Center of the Americas,
LLC.

While the Debtors desire to maintain the Ninth Street Location,
Mr. Basta believes that the assumption of the Original Tecota
Lease is not a viable option.  Pursuant to the Original Tecota
Lease, the Debtors lease 135,000 square feet of space and are
obligated to pay the Landlord $298,000 per month in total rent,
consisting of base rent at an annual rate of $19.50 per square
foot and common area and maintenance charges at an annual rate
of $7 per square foot.  The contraction in the
telecommunications industry and the Debtors' businesses has
dramatically reduced the Debtors' need for POPs, including the
Debtors' need for the entirety of the Ninth Street Location.  
Based on the Debtors' current business plan, less than 70,000
square feet of POP space is required in Miami.

Since the Petition Date, Mr. Basta relates that the Debtors have
paid no rent to the Landlord for the Ninth Street Location.
Until April 8, 2002, the Debtors benefited from a "rent holiday"
under the Original Tecota Lease.  Subsequently, the Landlord
agreed to temporarily defer the rent while negotiations for a
new lease were underway.  However, the Rent Deferral has
expired.  If the Debtors were to assume the Original Tecota
Lease, then for the 15 years that remain under the term of that
lease, they would be obligated not only to lease almost twice
the POP space they require in Miami at an unacceptably high
rent, but they would also be required to pay the Landlord almost
$2,100,000 in cure costs for the overdue rent for the months of
April 2002 through October 2002.

                     The Tecota Agreement

On September 26, 2002, after extensive arms-length negotiations,
the Debtors and the Landlord executed the Tecota Agreement,
which sets forth the parties' agreement on the New Lease
Documentation.

Pursuant to the terms of the Tecota Agreement, the Landlord
agree to reduce:

-- the leased space in the Ninth Street Location to 67,500
   square feet; and

-- the rent to $1 per square foot annually for the period
   April 9, 2002 through June 30, 2003.

As a result, under the New Lease, the Total Rent during the
Initial Period is $45,000 per month.  Compared to the Original
Tecota Lease, the New Lease will reduce the Debtors' monthly
rent obligations by over $250,000 during the Initial Period for
an aggregate savings of over $3,750,000.

The New Lease Documentation also provides that the Debtors have
a one-time unrestricted right to terminate the New Lease at any
time up to the earlier of:

-- January 31, 2003; and

-- the closing of the Debtors' Chapter 11 cases, provided that
   simultaneously with the termination, the Debtors will pay the
   Landlord $3,900,000.

Despite the 15-year term of the New Lease, the Termination Right
and the Termination Payment provide a relatively modest cap for
any administrative expense liability to which the Debtors could
be exposed if it became necessary to terminate the New Lease.
This cap is especially reasonable in light of the $3,750,000
Initial Savings and the enormous long-term savings that will
inure to the benefit of the Debtors under the Tecota Agreement.

The Debtors agreed, as a condition to the New Lease, that they
will discharge all claims of lien under Chapter 713, Florida
Statutes, by reason of work performed or services provided with
respect to space demised under the Original Tecota Lease or
otherwise to the building in which the space is located, if the
work or services was ordered by the Debtors or its affiliates.

The salient terms of the Tecota Agreement are:

-- New Lease: The Original Tecota Lease will be terminated
   effective as of April 9, 2002.  The New Lease term will
   commence April 9, 2002 and terminate April 30, 2017.  The
   Debtors will lease 67,500 square feet of the Premises from
   the Landlord.  The Debtors and the Landlord will be bound by
   the New Lease Documentation, each of which constitutes a
   postpetition agreement;

-- New Guaranty: The parties agree to terminate the Original
   Guaranty.  Pursuant to the New Guaranty, GC Holdings is the
   guarantor of GC Latin America's obligations under the New
   Lease.  In the event that GC Holdings no longer exists or
   is no longer the owner of all the U.S. and Latin American
   Assets of Global Crossing Ltd., GC Latin America will provide
   a substitute guarantor as provided in the New Lease
   Documentation;

-- New Fiber Agreement: The parties agree to terminate the
   Original Fiber Agreement and enter into the New Fiber
   Agreement.  The New Fiber Agreement provides for the
   operation and maintenance of independent fiber cable
   distribution systems, one of which will be utilized to
   provide for direct GC Latin America service connections
   between GC Latin America and its customers who are located in
   the Ninth Street Location and the second of which will be
   utilized by NAP to provide for direct service connections
   between NAP and its general building customers;

-- New SNA: The parties agree to terminate the Original
   Subordination, Non-disturbance and Attornment Agreement and
   enter into the New Subordination Agreement, which provides:

   * The Debtors will subordinate its rights under the New Lease
     to the rights of the Landlord's mortgagee, and

   * if, at any time, the Landlord's mortgagee, or their
     successors or assigns, acquires the Landlord's rights under
     the New Lease, the New Lease will continue in full force
     and effect as a lease between the landlord and the Debtors;

-- Conditions: The New Lease Documentation will not become
   effective unless and until the Court approves the rejection
   of the One NE First Street Lease and, in fact, the lease has
   been rejected.  The New Lease Documentation will not become
   effective unless and until the Liens have been discharged or
   removed to bond;

-- Waiver: The Landlord, the Landlord's mortgagee will be deemed
   to have waived and released all claims that the Landlord and
   the Landlord's mortgagee may have against the Debtors by
   reason of the termination of the Original Tecota Lease, the
   Original Guaranty and the Original Fiber Agreement; and

-- Termination: The Debtors are entitled to a one-time
   unrestricted right to terminate the Tecota Agreement and the
   New Lease Documentation, at any time up to the date that is
   the earlier of:

     * January 31, 2003; or

     * closing of the Debtors' Chapter 11 cases, provided that
       simultaneously with the termination, the Debtors will pay
       the Landlord $3,900,000.

Thus, pursuant to Sections 363, 365 and 554 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure,
the Debtors ask the Court to approve:

-- the Tecota Agreement among Global Crossing Latin America and
   Caribbean Co.; Global Crossing Telecommunications; Global
   Crossing Holdings Inc.; Technology Center of the Americas,
   LLC, as landlord; and NAP of the Americas, Inc.;

-- the termination of a real property lease dated September 29,
   2000 between Global Crossing Latin America and Caribbean Co.,
   Global Crossing Telecommunications and Technology Center of
   the Americas, for the property located at 50 NE Ninth St in
   Miami, Florida and entry into a new Lease Agreement dated as
   of April 9, 2002;

-- termination of the existing Guaranty of Lease by GC Holdings,
   dated September 28, 2000, and entry into a new Guaranty of
   Lease dated as of April 9, 2002;

-- termination of the existing Agreement for Fiber Cable
   Distribution System, dated December 28, 2001, and entry into
   a new Agreement for Fiber Cable Distribution System dated as
   of April 9, 2002; and

-- termination of the existing Subordination, Nondisturbance and
   Attornment Agreement, and entry into a new Subordination,
   Nondisturbance and Attornment Agreement dated as of April 9,
   2002. (Global Crossing Bankruptcy News, Issue No. 26;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


GROUP TELECOM: Reaches Agreement to Sell Assets to 360networks
--------------------------------------------------------------
360networks Corporation, a leading provider of wholesale and
data telecommunications services, will acquire Group Telecom,
Canada's largest independent, facilities-based
telecommunications provider. Terms of the cash acquisition were
not disclosed, but will be included in Group Telecom's plan
of reorganization.

"We are very excited about combining these two successfully
restructured companies. GT is a leading telecom provider across
Canada with tremendous strength in its 13,000 customers, skilled
employees, innovative product set, and extensive metro network,"
said Greg Maffei, 360networks chief executive officer. "Together
we will be Canada's largest and most complete full-service
competitive telecommunications company."

"This agreement will achieve the best possible result for our
customers, employees, and creditors. The transaction will allow
our customers to continue to receive leading high-quality,
reliable telecommunications services. The combination will allow
the highest number of our employees to remain with a growing
company," said Dan Milliard, Group Telecom chief executive
officer. "And this agreement will produce the best possible
recovery for our creditors."

Together, 360networks and GT will have assembled the most
extensive competitive telecommunications network assets in
Canada. 360networks recently completed lighting its advanced
intercity fiber networks in North America connecting 48 major
cities in the United States and Canada. Group Telecom offers a
full suite of voice and data telecommunications services across
17 metro fiber networks in nine Canadian provinces.

For the quarter ended September 30, 2002, Group Telecom had
revenue in excess of C$50 million (unaudited).

This transaction will not involve any significant recovery for
the trade creditors of GT Group Telecom Services Corp. and GT
Group Telecom Services (USA) Corp., and will involve no recovery
for the unsecured lenders or shareholders of GT Group Telecom
Inc. Outstanding claims of Group Telecom's unsecured creditors
will be dealt with in a CCAA Plan of Arrangement associated with
the implementation of the transaction.

The two companies reached agreement following a court-
authorized, seven-day exclusive negotiating period under the
Companies' Creditors Arrangement Act (CCAA). Group Telecom first
obtained CCAA Court protection on June 26, 2002 in order to
restructure its business operations and capital structure. Since
June, Group Telecom has been granted additional extensions of
its CCAA protection, most recently until December 11, 2002.

The transaction is subject to court approval and regulatory
approval. It is anticipated that the transaction will close on
or before February 15, 2003. WL Ross & Co., supported
360networks in the transaction by providing a "backstop" for the
cash required to complete the acquisition.

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

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fibre-optic network
linked by 454,125 strand kilometres of fibre-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network
(SONET) 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.


IMX PHARMACEUTICALS: Will Delay Filing of Reports on Form 10-Q
--------------------------------------------------------------
IMX Pharmaceuticals, Inc.'s financial statements for the quarter
ended September 30, 2002, could not be filed within the
prescribed period because the Company was unable to ascertain
certain allocations of expense and accrual of deferred income
from a major subsidiary. This information is necessary to assure
an accurate report on the internal financial aspects of the
Company.

IMX's reports that its consolidated revenue increased over 46%
during the last quarter as compared with the same period in
2001. The Company's consolidated net loss for the quarter was
reduced to about $660,000 from about $1,920,000 during the
quarter ended September 30, 2001.

The Company's operations are presently those of its subsidiaries
Findstar plc., ThinkDirectMarketing, Inc., and DirectMAilQuotes,
LLC.  The Subsidiaries have collectively incurred operating
losses since their incorporation. As of March 31, 2002 the
Company's current liabilities exceeded its current assets by
$2,418,389 and its total liabilities exceeded its total assets
by $4,518,506. These matters raise substantial doubt about the
ability of the Company to continue as a going concern. The
Company's continuance will be dependent on the ability to
restructure its operations to achieve profitability in the near
term and its ability to raise sufficient debt or equity capital
to fund continuing operations until such restructuring is
completed.


INFINIUM SOFTWARE: SSA Global Tech. Discloses 16.3% Equity Stake
----------------------------------------------------------------
SSA Global Technologies, Inc., a Delaware corporation,
beneficially owns 2,211,563 shares of the common stock of
Infinium Software, Inc.  The total amount held represents 16.3%
of the outstanding common stock of the Company. SSA is a
privately-held provider of enterprise solutions for
manufacturing, consumer and services companies worldwide, and
holds shared voting and dispositive powers over the Infinium
stock held.

The executive officers of SSA Global Technologies, Inc., are
Michael Greenough, Kirk Isaacson and John R. Walles.  Michael
Greenough serves as the President, Chairman of the Board of
Directors and Chief Executive Officer of SSA. Kirk Isaacson
serves as the Senior Vice President and General Counsel of SSA.
John R. Walles serves as the Senior Vice President and Chief
Financial Officer of SSA.

The directors of SSA are Michael Greenough, Robert Davenport,
Seth Plattus, Mark A. Neporent, Michael M. Green and Guy
Camarata.  Robert Davenport and Seth Plattus each serve as a
Managing Director of Cerberus Capital Management, L.P.  Mark A.
Neporent serves as a Managing Director, the Chief Operating
Officer and General Counsel of CCM. CCM, for itself and on
behalf of related third parties, is engaged in the investment in
personal property of all kinds, including but not limited to
capital stock,  depository receipts, investment companies,
mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature.

Michael M. Green serves as the Managing Partner of TenX Capital
Partners, LLC.  TenX, is a private equity firm that, generally
along with affiliates of CCM, makes investments in middle-market
technology, communications and business services companies.  Guy
Camarata is retired.

SSA Investor, LLC, a Delaware limited liability company, owns
approximately 80% of the outstanding  shares of SSA. Cerberus
Institutional Partners, L.P., a Delaware limited partnership, is
the managing member of SSA Investor, LLC. Cerberus Institutional
Associates, L.L.C., a Delaware limited liability  company, is
the general partner of Cerberus Institutional Partners, L.P.
Stephen Feinberg is the managing member of Cerberus
Institutional Associates, L.L.C.  SSA Investor, LLC's primary
business is to serve as a holding company for the shares of SSA.

Pursuant to an Agreement and Plan of Merger, dated October 28,
2002, between SSA, Samurai Merger  Subsidiary, Inc., a
Massachusetts corporation and a direct wholly-owned subsidiary
of SSA, and the Company, SSA, the Company and certain
stockholders of the  Company entered into the Voting Agreement,  
dated October 28, 2002. As a result of the terms of the Merger  
Agreement and the Voting Agreement, SSA may be deemed to be the
beneficial owner of the 2,211,563 shares.

The Voting Agreement was a condition precedent to the
willingness of SSA to enter into the Merger  Agreement, and was
entered into by the parties in order to increase the likelihood
that the approval of the Company's stockholders required in
order to consummate the Merger will be obtained.

Under the Merger Agreement, upon the consummation of the Merger,
among other things, (i) the Merger Sub will merge with and into
the Company, (ii) the Company shall continue in existence, as
the surviving  corporation in the Merger, (iii) the Surviving
Corporation will become a wholly owned subsidiary of SSA, (iv)
each Share will be converted into the right to receive $7.00 in
cash (subject to certain conditions and exceptions set forth in
the Merger Agreement), (v) the directors and officers of the
Surviving   Corporation shall be the existing directors and
officers, respectively, of the Merger Sub immediately  prior to
the Merger, (vi) the Restated Articles of Organization of the
Company, as amended, shall be amended in their entirety to read
as the Articles of Organization of the Merger Sub as in effect  
immediately prior to the Merger, provided that the name of the
Surviving Corporation shall be  "Infinium Software, Inc." until
thereafter changed or amended, and (vii) the by-laws of the
Merger  Sub, as in effect immediately prior to the Merger, shall
be the by-laws of the Surviving Corporation until thereafter
changed or amended.

Based upon information provided by the Company, there were
13,566,249 shares issued and outstanding as of October 28, 2002.  
As a result of the provisions set forth in the Voting Agreement
with respect to the 2,211,563 shares which are the subject of
the Voting Agreement, SSA may be deemed to have certain  shared
power to vote and direct the disposition of such 2,211,563
shares.  Thus, as of October 28,  2002, SSA may be deemed to
beneficially own 2,211,563 shares, or 16.3% of the shares deemed
issued and outstanding as of that date.

No other shares are owned, beneficially or otherwise, by the
persons or entities listed above.

Pursuant to the Voting Agreement, among other things, SSA, the
Company and the Stockholders agreed to the terms under which (i)
the Stockholders shall, and shall cause their affiliates to,
terminate all discussions regarding possible acquisitions of the
Company that would interfere with the Merger, and shall advise
SSA of any requests for information with respect to a possible
acquisition  of the  Company, (ii) the Stockholders shall not
offer for sale, sell, transfer, tender, pledge, encumber,  
assign or otherwise dispose of (including by gift), or enter
into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale,
transfer, tender,  pledge, encumbrance, assignment or other
disposition of any or all of the shares subject to the Voting
Agreement, except pursuant to the terms of the Merger Agreement,
(iii) each Stockholder shall vote or consent (or cause to be
voted or consented) all of the shares subject to the Voting
Agreement (a) in favor of the adoption of the Merger Agreement
and the approval of other actions contemplated by the Merger
Agreement and the Voting Agreement and any action required in
furtherance thereof, and (b) in opposition of any other
acquisition of the Company, any action or agreement that would
result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement  
of the Company pursuant to the Merger Agreement or the Voting
Agreement and any other action which in SSA's reasonable
judgment is intended to or could reasonably be expected to
impede, interfere with,  delay, postpone or materially adversely
affect the Merger and the transactions contemplated by the
Voting Agreement and the Merger Agreement, and (iv) each
Stockholder irrevocably granted and appointed certain affiliates
of SSA as such Stockholder's proxy and attorney-in-fact to vote
or cause to be voted the shares subject to the Voting Agreement
in favor of the adoption of the Merger Agreement and in  
accordance with the voting requirements set forth in the Voting
Agreement.

Under the Merger Agreement, among other things, the Company
agreed to (i) certain covenants regarding  the termination of
discussions, activities and negotiations regarding other
Acquisition Proposals (as defined in the Merger Agreement), (ii)
the approval, adoption and recommendation of the Merger, (iii)
the amendment of the Rights Agreement (as defined in the Merger
Agreement) and (iv) various other  matters customary in
agreements for transactions such as, or similar, to the Merger.

Infinium is a provider of Web-integrated enterprise business
solutions that include: human resources, payroll, financial
management, customer relationship management, materials
management, process manufacturing, and business intelligence
analytics offerings optimized for the IBM eServer iSeries.
Infinium has over 1,800 customers worldwide representing a
variety of industries including: manufacturing, hospitality and
gaming, healthcare, transportation and distribution, retail, and
financial services.

As at June 30, 2002, Infinium Software's balance sheet shows a
total working capital deficit of about $9 million and a total
shareholders equity deficit of about $2 million.


INTEGRATED HEALTH: Wants OK to Pay Durham Investors Break-Up Fee
----------------------------------------------------------------
The Sale Contract provides that if a party other than Durham
Investors is the winning bidder at the Auction for the IHS
Horizon Durham Property and Facility Operations, and a closing
is consummated with the winning bidder, then Integrated Health
Services, Inc., and debtor-affiliates must pay a $90,000 Breakup
Fee to Durham Investors.

According to Edmon L. Morton, at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, the Debtors are required to pay
the Breakup Fee in consideration of Durham Investors' efforts
and expenses incurred in connection with the negotiation and
processing of the Sale Contract and the Transfer Agreement and
the related due diligence.  Thus, the Debtors seek the Court's
authority to pay the Breakup Fee to the extent required under  
the Sale Contract.

Mr. Morton contends that the entry into an agreement containing
a "breakup fee" is beneficial to the Debtors' creditors and
estates. The Purchase Price of the Property established in the
Sale Contract has established a "floor price" for any further
bidding on the Property and the Facility Operations.  If Durham
Investors is not the successful bidder at the Auction, because
the Debtors receive a higher and better offer, then the Debtors
will have benefited from the "floor" established by Durham
Investors' offer.

Approval of breakup fees and expense reimbursement in connection
with the sale of significant assets has become an established
practice in Chapter 11 asset sales, because they enable a debtor
to assure a sale to a contractually-committed bidder at a price
the debtor believes is fair, while providing the debtor with the
potential of obtaining even greater benefits for the estate
through an auction process.

Mr. Morton points out that the Breakup Fee is 0.3% of the
Purchase Price, which is well within the range established by
break-up fee precedents approved by Bankruptcy Courts.  
Furthermore, the Breakup Fee is the result of the Debtors'
prudent business judgment and has been implemented to maximize
the value to the Debtors' estates of the Property and the
Facility Operations. Therefore, the Debtors should be authorized
to pay the Breakup Fee pursuant to the Sale Contract.

In addition, the Sale Contract provides the Proposed Purchaser
with overbid protection so that the Minimum Initial Bid must be
at least $125,000 greater than the initial Purchase Price of
$3,000,000.  Mr. Morton explains that the overbid protection
allows the Proposed Purchaser to benefit from establishing a
"floor price" for any future bidding.  In addition, the overbid
protection insures that if the Debtors are required to pay the
Breakup Fee to Durham Investors because another bidder will have
made a higher and better offer, the Debtors will still have
significant additional benefit from the successful bidder's
offer.

The requirement that each Qualifying Bid must exceed the prior
Qualifying Bid by a minimum of $100,000 will encourage
competitive bidding and permit the Debtors to derive the
greatest possible benefit from the Sale and the Transfer.

In the event that the Debtors does not receive Qualifying Bids
that are higher and better than Durham Investors' offer, the
Debtors will seek approval of the Transaction Documents and the
consummation of the Sale and Facility Transfer to Durham
Investors upon the terms and conditions set forth in the
Transaction Documents. (Integrated Health Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KAISER ALUMINUM: Enters into Third DIP Financing Amendment
----------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates' revised
financial forecast for the fiscal years 2002 and 2003 reflects
lower operating results, including a lower EBITDA, than was
shown in the financial forecast at the time the $300,000,000
Postpetition Credit Agreement was negotiated.  The poor results
arise from a variety of factors including the continuation of a
weak primary aluminum and fabricated aluminum market associated
with the global economic slowdown.  However, despite offsetting
measures being taken by the Debtors that have enabled them to
continue to maintain adequate liquidity, Patrick M. Leathem,
Esq., at Richards, Layton & Finger, observes that the projected
operating results could result in the Debtors' default with the
minimum EBITDA requirements of the Postpetition Credit
Agreement.

Consequently, the Debtors and Bank of America, N.A., as Agent to
the DIP lenders, agreed to adjust the EBITDA requirements.  The
parties entered into a Third Amendment to the Postpetition
Credit Agreement to reflect the adjustments.  The parties
further agree to make certain other modifications to other loan
documents.

Thus, the Debtors seek the Court's approval of the proposed
amendments.  The Debtors also seek the Court's permission to pay
the Agent $750,000 in exchange for agreeing to amend the DIP
Facility.

Mr. Leathem asserts that the Third Amendment will ensure that
the Debtors remain in full compliance with the terms of the
Postpetition Credit Agreement and that the financing will remain
fully available to them.  The Agreement will also permit the
Debtors to enter into sale transactions that will enhance their
liquidity and benefit the estates.

            Charges from Adjusted Net Earnings Nixed

Pursuant to the Third Amendment to the Postpetition Credit
Agreement, the parties decided to modify the definition of the
term "Adjusted Net Earnings from Operations," which is the basis
for computing EBITDA.  The "Adjusted Net Earnings from
Operations" will now exclude certain charges in addition to
those already listed in the Postpetition Credit Agreement.  The
additional exclusions involve these charges:

  (a) Mead Charges

      The Debtors could incur certain non-cash charges in
      connection with the possible indefinite curtailment of
      operations or shutdown of Mead, Washington facility.  The
      charges include:

        (i) a non-cash impairment charge of up to $145,000,000
            associated with the fixed assets of that facility;

       (ii) accounting charges for future retiree medical,
            pension, and other benefits of up to $65,000,000.
            This represents the amounts that would be paid over
            an extended period of time -- primarily after the
            expiration of the term of the Postpetition Credit
            Agreement; and

      (iii) other accounting charges -- i.e., inventory
            writedowns, salaried work force restructuring, etc.
            -- that are non-cash or have limited cash impacts
            during the term of the Postpetition Credit
            Agreement of up to $20,000,000; provided:

            * the aggregate amount of the charges that may be
              excluded will not exceed $230,000,000; and

            * the aggregate amount of cash charges allocated by
              the Debtors in good faith to the Mead Charges
              will not exceed $10,000,000.

  (b) Non-Cash LIFO Inventory Valuation Charges

      The Debtors recorded a $1,600,000 LIFO charge to the
      EBITDA in the quarter ending June 30, 2002, primarily
      resulting from the exit of the lid and tab stock and
      brazing sheet product lines at the Trentwood facility.
      The Debtors also recorded additional non-cash inventory
      charges totaling $3,000,000 in the quarter ended
      September 30, 2002, as a result of inventory reductions.  
      Additional inventory reductions could occur in the future
      as a result of ongoing efforts to improve asset efficiency
      and other initiatives.  But while those inventory
      reductions would generate positive cash flow, they would
      also trigger additional LIFO charges.  Under the Third
      Amendment, up to $20,000,000 in Non-Cash LIFO Inventory
      charges will be excluded.

  (c) Permitted Asset Disposition of Kaiser Center Assets

      The Debtors are planning to sell their interests in
      the Kaiser Center -- a leased office building complex
      located in Oakland, California.  The likely proceeds from
      this transaction may be less than the carrying value of
      related assets, possibly resulting in a non-cash charge
      similar to depreciation.  Given that, any resulting non-
      cash charges not exceeding $25,000,000 would be excluded.

  (d) Settlement Charges Related to the Kaiser Retirement Plan
      and Other Restructuring Charges

      During the first six months of 2002, the Debtors recorded
      $12,000,000 in non-cash charges for additional pension
      expenses because lump-sum payments from the assets of the
      Debtors' salaried employee pension plan exceeded a
      stipulated level provided for by GAAP.  But to the extent
      that additional retirements occur and lump-sum payment
      options are exercised under the salaried employees pension
      plan, the resulting additional non-cash charges to
      earnings would not be determined until year-end 2002.  The
      Debtors also will continue to incur restructuring charges
      under the GAAP for other early retirement costs as they
      continue their efforts to reduce their cost structure.  In
      order to account for all of these charges, the exclusion
      of these charges from the EBITDA will be increased from
      from $10,000,000 to $30,000,000.

                         EBITDA Covenant

Based on a revised forecast, the Third Amendment will reduce the
minimum EBITDA requirements under the Postpetition Credit
Agreement to more appropriately reflect the Debtors' possible
financial results based on the Debtors' assumptions of key
market factors at the time of the Third Amendment:

  -- The Debtors covenant with the DIP Lenders to maintain, on a
     consolidated basis, minimum EBITDA (defined as Adjusted
     Net Earnings from Operations plus interest plus taxes plus
     $30,000,000) of:

                                              Minimum
             Testing Period                   EBITDA
             --------------                   -------
       Petition Date to 06/30/02           ($45,000,000)
       Petition Date to 09/30/02            (48,000,000)
       Petition Date to 12/31/02            (82,000,000)
       4 Fiscal Quarters ending 03/31/03    (98,000,000)
       4 Fiscal Quarters ending 06/30/03    (86,000,000)
       4 Fiscal Quarters ending 09/30/03    (45,000,000)
       4 Fiscal Quarters ending 12/31/03     10,000,000

  -- If at any time during any month for a period of 3
     consecutive Business Days:

       (i) the Revolving Credit Outstanding exceeds
           $100,000,000; or

      (ii) the Revolving Commitment Availability is less than
           $75,000,000,

     EBITDA testing will occur on a monthly basis and, to avoid
     triggering a default, the consolidated EBITDA on the last
     day of each period must be no less than:

                                              Minimum
             Testing Period                   EBITDA
             --------------                   -------
       Petition Date to 06/30/02           ($45,000,000)
       Petition Date to 07/31/02            (48,000,000)
       Petition Date to 08/30/02            (48,000,000)
       Petition Date to 09/30/02            (48,000,000)
       Petition Date to 10/31/02            (82,000,000)
       Petition Date to 11/30/02            (82,000,000)
       Petition Date to 12/31/02            (82,000,000)
       Petition Date to 01/31/03            (98,000,000)
       Petition Date to 02/28/03            (98,000,000)
       12 months ending 03/31/03            (98,000,000)
       12 months ending 04/30/03            (94,000,000)
       12 months ending 05/31/03            (90,000,000)
       12 months ending 06/30/03            (86,000,000)
       12 months ending 07/31/03            (72,000,000)
       12 months ending 08/31/03            (58,000,000)
       12 months ending 09/30/03            (45,000,000)
       12 months ending 10/31/03            (27,000,000)
       12 months ending 11/30/03             (9,000,000)
       12 months ending 12/31/03             10,000,000
       12 months ending 01/31/04             10,000,000
       12 months ending 02/28/04             10,000,000

                        Other Modifications

Other modifications to the Postpetition Credit Agreement are:

  (1) Amendments to allow the possible sale of certain of the
      Debtors' non-core or non-operating assets, including the
      Kaiser Center Assets, the fabricated products plant in
      Oxnard, California, and certain property used in
      connection with the Debtors' primary aluminum smelter in
      Tacoma, Washington.  A portion of the proceeds from the
      sale of these non-core assets will:

        (i) be applied to the outstanding indebtedness, if any,
            owed under the Postpetition Credit Agreement,;

       (ii) reduce the "PPE Subcomponent" of the Borrowing Base
            on a permanent basis by 50% of the Net Disposition
            Proceeds in:

              * the case of the Kaiser Center Assets;

              * excess of $20,000,000 in the case of the smelter
                assets located in Tacoma, Washington; and

              * excess of $10,000,000 in the case of the
                fabricated products plant located in Oxnard,
                California;

  (2) An increase in the basket for other permitted Asset
      Dispositions in the fiscal year 2002 from $25,000,000 to
      $30,000,000;

  (3) An expansion of the definition of the term "Eligible
      Account" to include in the Borrowing Base the accounts of
      certain other credit-worthy account debtors;

  (4) The requirements for the Letters of Credit will be
      modified to provide that, to the extent any Letters of
      Credit are outstanding on the final maturity date of the
      Postpetition Credit Agreement -- or any earlier date on
      which the commitments are terminated -- the Debtors will,
      on or before that date:

        (i) pay to the Agent in cash for the deposit in the L/C
            Collateral Account an amount equal to the aggregate
            Letter of Credit Outstanding; or

       (ii) provide to the Agent one or more letters of credit
            from an issuer satisfactory to the Agent in an
            aggregate amount equal to the Letter of Credit
            Outstanding;

  (5) A stipulation to provide that the decision issued in May
      2002 against Kaiser by an Administrative Law Judge in
      respect of certain allegations of unfair labor practices
      will not be deemed to have a Materially Adverse Effect on
      the Debtors.  That decision will not cause the Debtors to
      default on the Postpetition Credit Agreement as long as:

        (i) the decision is subject to appeal -- where it
            currently is; and

       (ii) the Debtors will not pay any amounts with respect to
            the decision during the term of the Postpetition
            Credit Agreement;

      The decision issued by the Administrative Law Judge
      relates to a lockout that took place at certain of the
      Debtors' plants in September 2000;

  (6) The Lenders will allow the Debtors to:

        (i) incur contingent liabilities in connection with the
            proposed draw down of existing debenture financing
            and the entry into a new series of debenture
            financing by Queensland Alumina Limited, an
            Australian affiliate of Debtors Kaiser Aluminum &
            Chemical Corporation and Kaiser Alumina Australia
            Corporation; and

       (ii) make cash investments in QAL, so long as the
            aggregate amount of the contingent liabilities and
            cash investments incurred or made in the 2002 and
            2003 fiscal years does not exceed $87,000,000; and

  (7) The Third Amendment include technical modifications and
      corrections to:

        (i) certain Exhibits and Schedules attached to the
            Postpetition Credit Agreement, including the
            addition of a new Exhibit describing the Kaiser
            Center Assets to be sold;

       (ii) the Disclosure Schedule attached to the Postpetition
            Credit Agreement; and

      (iii) the Security Agreement.

The proposed Third Amendment to the DIP Credit Agreement
identifies other members of the present lending consortium:

* General Electric Capital Corporation, as Documentation Agent;
* Foothill Capital Corporation, as Co-Syndication Agent;
* The CIT Group/Business Credit, Inc., as Co-Syndication Agent;
* Merrill Lynch Business Financial Services Inc.;
* PNC Bank, N.A.;
* GMAC Business Credit, LLC; and
* The Provident Bank

A hearing to consider the proposed Third Amendment is scheduled
on December 19, 2002.  Interested parties have until
November 29, 2002 to raise their concerns. (Kaiser Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   

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


LTC: Fitch Affirms B-/CCC Ratings on Two P-T Certificate Classes
----------------------------------------------------------------
LTC's Commercial Mortgage Pass-Through Certificates, Series
1996-1, are affirmed by Fitch Ratings as follows: the $41.9
million class A, the $758 class LR, and the $757 class R at
'AAA', the $8.7 million class B at 'AA', the $7.6 million class
C at 'A-', the $5.1 million class D at 'BBB-', the $11.8 million
class E at 'B-', and the $4.5 million class F at 'CCC'. Fitch
does not rate the $5.6 million class G. The rating actions
follow Fitch's annual review of the transaction, which closed in
March 1996.

The certificates are collateralized by 25 loans secured by 43
healthcare properties. As of October 2002, the collateral
balance had declined 24% since issuance, to $85.2 million. The
pool's top-three geographic concentrations are Georgia (20% by
principal balance), Arizona (15%), and Florida (12%).

The affirmations reflect the year-to-year improvement in the
collateral's operating performance, the year-to-year improvement
in credit enhancement levels, and the small proportion of loans
in special servicing, currently 5% of the collateral balance.

Fitch received year-end 2001 operating performance for 23 of the
25 loans (94% by principal balance). Based on the reported net
operating income, adjusted for a 5% management fee, and actual
debt service, the comparable weighted-average debt service
coverage ratio improved 20% to 1.45 times from 1.21x in 2000.
The comparable WA DSCR at issuance was 2.07x. Two loans (5%)
were in special servicing. Four loans (25%) had a DSCR below
1.0x, none of these loans were delinquent or in special
servicing.

The specially serviced loans are a loan backed by two New Mexico
nursing homes (approx. $1.2 million) and a loan backed by a
North Carolina nursing home (approx. $2.8 million). The New
Mexico properties were formerly leased and operated by
Integrated Health Services, which filed for Chapter 11
bankruptcy protection in February 2000. The borrower and IHS
were unable to reach an agreement on a lease rate reduction. IHS
subsequently rejected the lease. During the dispute, the loan
became 90-days delinquent. A new borrower and a new operator are
now in place and the loan has been current but for the
delinquency that occurred during the lease rate reduction
dispute. The North Carolina property did not pay off at maturity
in June 2002. The special servicer has extended the loan for an
additional three years.

The transaction's credit enhancement levels have improved
significantly since closing due to loan pay offs, amortization,
and no realized losses. Currently, investment grade classes
benefit from approximately 26% in credit enhancement. While the
performance of the collateral appears to be stabilizing, when
compared to the last annual review, the near term may present
some maturity defaults. Currently, 21% of the loans (by
principal balance) are scheduled to pay off in 2004. In light of
the current financing environment and the nature of the
collateral, some loans are likely to encounter refinancing
difficulties. Somewhat mitigating this concern is the fact that
of the seven loans scheduled to mature in 2004, only one loan
(9% of the collateral balance) had a YE 2001 DSCR below 1.0x.
Also, none of the loans scheduled to mature in 2004 are
delinquent.


MEADOWBROOK INSURANCE: A.M. Best Retains B+ Current Group Rating
----------------------------------------------------------------
Meadowbrook Insurance Group, Inc., (NYSE: MIG) announced that
the current group rating of its insurance company subsidiaries
by rating agency A.M. Best Company remains "B+" (Very Good),
with a "positive outlook."  The upgrade, effective June 26, 2002
reflects A.M. Best's positive assessment of Meadowbrook's
improved financial condition as a result of its recent
successful equity offering.  The rating applies to Meadowbrook's
four insurance company subsidiaries: Star Insurance Company,
Savers Property & Casualty Insurance Company, Ameritrust
Insurance Corporation and Williamsburg National Insurance
Company.

"We are very pleased that A.M. Best continues to see the
substantial improvement in our overall capital position as a
result of our successful capital raising efforts.  A.M. Best's
decision reflects our diligent efforts in maintaining
conservative surplus levels, and the improvement in statutory
earnings this quarter," said Robert S. Cubbin, President and
Chief Executive Officer of Meadowbrook Insurance Group.  "The
retention of the rating should provide confidence to our agents
and policyholders in Meadowbrook's position as a stable and
secure market."

According to A.M. Best, the authoritative insurance rating and
information source, the "B+" rating is assigned to companies
that have very good balance sheet strength, operating
performance and business profile.  The positive outlook is
placed on a company's rating if its financial and market trends
are favorable.

A leader in the alternative risk market, Meadowbrook is a
specialty risk management company providing solutions for
agents, brokers, professional and trade associations, and
insureds of all sizes.  Meadowbrook also operates retail
insurance agencies representing policyholders in placing their
insurance coverages with unaffiliated insurance companies.  
Meadowbrook Insurance Group, Inc., common shares are listed on
the New York Stock Exchange under the symbol "MIG."  For further
information, please visit Meadowbrook's corporate Web site at
http://www.meadowbrook.com


MEASUREMENT SPECIALTIES: Posts Improved Results for 3rd Quarter
---------------------------------------------------------------
Measurement Specialties (Amex: MSS) have filed their Quarterly
Report on Form 10Q for the three month period ended September
30, 2002. Net sales for the three months ended September 30,
2002 were $32.4 million, as compared to $25.8 million for the
same period last year. Net sales for the six months ended
September 30, 2002 increased 13% to $56.1 million, as compared
to $49.5 million for the six months ended September 30, 2001.
For the six months ended September 30, 2002, net sales were
$29.6 million for the Consumer Products segment and $26.4
million for the Sensor segment, a 22.8% and 4.0% increase,
respectively, over the same period last year. For the three
months ended September 30, 2002, gross profit increased $4.0
million, to $10.4 million from $6.4 million for the three months
ended September 30, 2001. For the three months ended September
30, 2002, gross margin improved to 32.1% from 24.7% for the same
period last year. For the six months ended September 30, 2002,
gross margin improved to 32.5%, as compared to 25.7% for the six
month period ended September 30, 2001.

For the three months ended September 30, 2002, the Company
reported a net loss of $1.0 million, compared to a net loss of
$5.4 million for the three months ended September 30, 2001.
Selling, general and administrative expense was $9.9 million for
the three months ended September 30, 2002 compared to $9.4
million for the three months ended September 30, 2001. For the
three-month period ended September 30, 2002, non-recurring
professional fees and expenses totaled approximately $2.7
million. Restructuring expenses associated with the shut-down of
the Valley Forge operation totaled $0.5 million for the same
period. For the six month period ended September 30, 2002, the
Company had a net loss of $3.2 million, as compared to a net
loss of $7.5 million for the six months ended September 30,
2001.

"We are not there yet, but we are certainly making solid
progress," commented Frank Guidone, CEO. "The fact that we were
able to generate positive cash, albeit slight, from operations
through the first six months is significant considering the
seasonal consumer working capital needs during the second
quarter. We expect non-recurring expenses to decline, and
anticipate additional benefits from the restructuring program as
those initiatives gain traction. The $9.3 million bridge loan
secured two weeks ago through Castletop Capital, LP allowed us
to satisfy all of the obligations under the previous credit
agreement, so the Company is no longer in covenant default. Now
that the second quarter 10Q has been filed, we can turn our
attention back to securing a long-term revolving credit
facility. Overall, we are satisfied that the situation has been
stabilized."

The Company will host an investor conference call to answer
questions regarding the quarterly results today, November 20th
at 1:00 PM EST. US dialers: (800) 288-8976; International
dialers: (612) 288-0340. A recording of the call will be
available for 30 days by dialing (800) 475-6701 and entering
access code 661142. International callers should dial (320) 365-
3844 and enter access code 661142. The call will be
simultaneously broadcast over the Internet and available for 30
days thereafter at http://www.vcall.com   

Measurement Specialties is a designer and manufacturer of
sensors, and sensor-based consumer products. Measurement
Specialties produces a wide variety of sensors that use advanced
technologies to measure precise ranges of physical
characteristics, including pressure, motion, force,
displacement, angle, flow, and distance. Measurement Specialties
uses multiple advanced technologies, including piezoresistive,
application specific integrated circuits (ASICs), micro-
electromechanical systems (MEMS), piezopolymers, and strain
gages to allow their sensors to operate precisely and cost
effectively.


MIDWAY AIRLINES: Seeks Nod to Hire Starman Bros. as Auctioneer
--------------------------------------------------------------
Midway Airlines Corporation, along with Midway Airlines Parts,
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
North Carolina for authority to employ Starman Bros. Auctions
Inc., as their duly licensed auctioneer.

The Debtors relate to the Court that Starman Bros., specializes
in sales of aviation equipment and is known nationwide.  The
Debtors further assert that Starman Bros., is a disinterested
party and has no connection with the creditor or any other party
in interest in these chapter 11 cases.

Starman Bros., will receive 7% of the gross sales price of each
asset sold and will be reimbursed for all advertising, subject
to a $29,000 cap.

Steven J. Starman, the President of Starman Bros., discloses
that the firm will:

  a) advertise the sale in appropriate trade journals,
     newspapers, circulars and otherwise in accordance with
     Starman's customs and consistent with prudent industry
     practice;

  b) prepare an informational pamphlet or brochure of the
     Property for distribution to clients on the Auctioneer
     mailing list and a sale order catalog for distribution at
     the sale;

  c) arrange the Property by lots, if necessary, or otherwise
     display the Property at the location of sale in a manner
     designated to induce bids for the Property;

  d) furnish competent, experiences auctioneers to sell the
     Property, and employ such other help as may be necessary in
     Auctioneer's reasonable judgment to handle efficiently the
     sale and delivery of Property;

Midway Airlines filed for chapter 11 protection on August 13,
2001. Immediately following the tragic events on September 11,
Midway shut down. Gerald A. Jeutter, Jr., Esq., at Kilpatrick
Stockton LLP, represents the Debtors in their restructuring
efforts.


MORGAN GROUP: Brings-In Sommer Barnard as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
gave its nod of approval to The Morgan Group's application to
employ Sommer Barnard Ackerson, PC, as bankruptcy counsel.

Sommer Barnard will:

  a) prepare pleadings and applications and conducting of
     examinations incidental to administration;

  b) advise the debtor-in-possession of their rights, duties,
     and obligations as debtors-in-possession;

  c) perform the legal services incidental and necessary to the
     day-to-day operations of the businesses, including
     institution and prosecution of necessary legal proceedings,
     loan restructuring, and general business and corporate
     legal advice and assistance, all of which are necessary to
     the proper preservation and administration of the estates;
     and

  d) take any and all necessary action incident to the proper
     preservation and administration of the estates in the
     conduct of their businesses.

The standard hourly rates of Sommer Barnard's lawyers are:

     Jerald I. Ancel              Director       $350 per hour
     Marlene Reich                Director       $285 per hour
     Richard C. Richmond, III     Director       $260 per hour
     Michael P. O'Neil            Director       $285 per hour
     Edward R. Cardoza            Associate      $190 per hour
     James R.A. Dawson            Associate      $170 per hour
     Jeffrey J. Graham            Associate      $165 per hour
     Andrew T. Kight              Associate      $165 per hour
     John R. Humphrey             Associate      $175 per hour
     Steven H. Ancel              Of Counsel     $395 per hour
     Paul T. Deignan              Of Counsel     $265 per hour
     Joseph L. Claypool           Of Counsel     $225 per hour
     Celeste A. Brodnik           Paralegal      $145 per hour

The Morgan Group is a holding company; its subsidiaries Morgan
Drive Away and TDI manage the delivery of manufactured homes,
trucks, specialized vehicles, and trailers. The Debtors filed
for chapter 11 protection on October 18, 2002. Andrew T. Kight,
Esq., Michael P. O'Neil, Esq., at Sommer Barnard Ackerson PC
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$17,278,000 of total assets and $16,625,000 of total debts.


MPSI SYSTEMS: Completes Debt Liquidation Initiated Two Years Ago
----------------------------------------------------------------
MPSI Systems Inc., (OTCBB:MPSI) announced that with a recent
final payment of $500,000 to its bank, it has completed a debt
liquidation objective initiated two years ago. Over the last 24
months, MPSI has generated sufficient internal cash flow from
operations to service and repay debt of approximately
$2,309,000. Liquidation of MPSI's bank debt should relieve the
pressure on MPSI's liquidity going forward and permit the
Company to focus its resources on profitable growth.

MPSI, with a working capital deficit of close to $2 million at
September 30, 2002, has faced and continues to face challenges
as it rides out the economic turmoil that is affecting its
retail petroleum client base. MPSI has continually adjusted its
cost structure through organizational and process changes at an
aggregate expense of approximately $950,000 over the last 24
months. The organizational changes related to closure of certain
foreign offices as the Company's business shifted geographically
and to severance associated with conversion of fixed staffing
costs into variable costs. While the organizational changes are
positive in the opinion of management, the up-front effects of
such changes are significant components of operational losses
reported during the period. "Despite downsizing, MPSI has
continued its technical investment at annual rates commensurate
with prior years," said MPSI's chairman, Ron Harper. "We believe
that we currently have a three-year technology advantage over
any other competitor in our target markets.

"Downstream operations of most integrated petroleum companies
are suffering from extremely weak margins. The business climate
has worked against us for much of 2002," said Harper. "That
environment has reduced capital spending and market study orders
(a key driver of MPSI revenues). In response, MPSI has developed
new technology solutions that will help clients through this
period and also provide new revenue sources going into 2003." In
addition to continual investment in our suite of pricing
products, MPSI's Technology Group has produced four new retail
analytic sets.

"Fortunately for MPSI, our geographic diversification has helped
offset the weakness in the US and Japan. Over the past three
months, MPSI has received more than $4 million in orders from
international clients. This coupled with our new product set and
the return of two major clients, gives us cause for cautious
optimism concerning the outlook for 2003," continued Harper. The
returning customers, one of which is a US company, had
previously left MPSI to explore 'cheaper' technologies. Their
return validates MPSI's technology superiority and commitment to
quality and customer service.

MPSI is a global provider of spatial decision support systems
(featuring proprietary software and databases), retail analytic
consulting services, and information services. Its products and
services are designed to meet the business planning needs of its
convenience retail clients. The Company's common stock trades on
the Pink Sheets under the symbol MPSI.
    

NATIONAL CENTURY: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: National Century Financial Enterprises Inc.
             6125 Memorial Drive
             Dublin, Ohio 43017

Bankruptcy Case No.: 02-65235

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                        Case No.
   ------                                        --------
   NPF XII Inc.                                  02-65236
   National Premier Financial Services Inc.      02-65237
   NPF VI Inc.                                   02-65238
   Memorial Drive Office Complex LLC             02-65239
   National Physicians Funding II Inc.           02-65240
   Anesthesia Solutions Inc.                     02-65241
   NPF-CSL Inc.                                  02-65242
   NPF-LL Inc.                                   02-65243
   NPF-SPL Inc.                                  02-65244
   NPF X Inc.                                    02-65245
   NPF Capital Partners Inc.                     02-65246
   NPF Capital Inc.                              02-65247
   NCFE.com Inc.                                 02-65248

Type of Business: Provides financing for health care providers.

Chapter 11 Petition Date: November 18, 2002

Court: Southern District of Ohio, Western Division (Columbus)

Judge: Donald E. Calhoun, Jr.

Debtors' Counsel: Charles M. Oellermann, Esq.
                  Jones Day Reavis & Pogue
                  1900 Huntington Center
                  41 South High Street
                  Columbus, Ohio 43215
                  Tel: 614-469-3939

NATIONAL CENTURY: 40 Largest Unsecured Creditors
------------------------------------------------

Entity                   Nature Of Claim       Claim Amount
------                   ---------------       ------------
Bank One Trust Company   Indenture Trustee     $2,047,500,000
   N.A.                  for secured notes
Darlington Cummings      issued by NPF
Corporate Trust          XII, Inc.
  Account Adm.
OH1-0380
255 West Shrock Road
Westerville, OJ 43081
Tel: 614-244-9356
Fax: 614-248-1123

J.P. Morgan Chase Bank   Indenture Trustee       $924,995,000
Structured Finance       for secured notes
450 W. 33rd Street       issued by NPF
14th Floor               VI, Inc.
New York, NY 1001
Tel: 212-946-8600
Fax: 212-946-8302

Pacific Investment       NPF XII, Inc.           $283,300,000
   Management Company    Notes (unsecured
Mohan Phansalkar         deficiency claim)
840 Newport Center Dr
Suite 300
Newport, CA 92660
Tel: 949-717-7022
Fac: 949-720-4590

Credit Suisse First      NPF XII, Inc.           $283,000,000
   Boston Corp.          Notes (unsecured
Michael Criscito         deficiency claim)
New York Branch
11 Madison Avenue
New York, NY  10010
Tel: 646-935-0299
Fax: 212-325-8232

Alliance Capital         NPF XII, Inc.           $188,500,000
   Management Corp.      Notes (unsecured
Katalin E. Kutasi        deficiency claim)
1345 Avenue of
Americas
38th Floor
New York, NY 10105
Tel: 212-969-1000
Fax: 212-969-6820

III Finance, Ltd.        NPF XII, Inc.           $180,000,000
Julio Maceira            Notes (unsecured
c/o AVM, L.P.            deficiency claim)
250 S. Australian Ave.
6th Floor
West Palm Beach
FL 33401

Metropolitan Life        NPF XII, Inc.           $102,600,000
   Insurance             Notes (unsecured
Charles Scully           deficiency claim)
10 Park Avenue
Morristown, NJ 07962
Tel: 866-226-5638
Tax: 973-254-3052

Ambac Insurance Corp     NPF XII, Inc.            $54,000,000
Joe Ramos                Notes (unsecured
One State Street Plaza   deficiency claim)
New York, NY 1004
Tel: 212-607-2200
Fax: 212-797-5272

Lincoln Capital          NPF XII, Inc.            $49,500,000
   Management Co.        Notes (unsecured
Rick Schneider           deficiency claim)
200 S. Wacker Drive
Suite 2100
Chicago, IL 60606
Tel: 3125592880

Howery, Simon, Arnold                              $2,147,888
   & White, LLP
Gary Hall
1299 Pennsylvania Ave.
NW, Washington, DC
20004-2402
Tel: 202-383-7169
Fax: 202-383-6610

Purcell & Scott, LLP                                 $470,801
Cary Purcell
6035 Memorial Drive
Dublin, OH 43017
Tel: 614-761-9990
Fax: 614-761-9474

Gerbig Snell/Weisheimer                              $413,566
   & Associates
Bill O'Dell
500 Olde Worthington
Road
Westervill, OH 43082
Tel: 614-643-6471
Fax: 614-848-3477

Westcott Strategic                                   $127,273
   Management

Novell, Inc.             Trade Debt                  $121,350

Bricker & Eckler         Trade Debt                  $114,290

Peabody & Arnold LLP     Trade Debt                   $98,225

First Merit Bank         Trade Debt                  $906,767

ISHI Systems Inc.        Trade Debt                   $88,049

Crown Partners           Trade Debt                   $87,991

Expert Technical         Trade Debt                   $67,200
  Consultants

Object Ovation, Inc.     Trade Debt                   $61,420

Perlman & Assoc          Trade Debt                   $60,646

Freeman & Mills, Inc.    Trade Debt                   $54,354

CNA Insurance            Trade Debt                   $41,450

SARK                     Trade Debt                   $39,842

Norman Reitman Company   Trade Debt                   $36,944

Krivcher Magids PLC      Trade Debt                   $34,917

Leitess, Leitess &       Trade Debt                   $32,294
   Friedberg

Insight                  Trade Debt                   $30,012

Solutions for Manage-    Trade Debt                   $28,998
   ment, Inc.

PricewaterhouseCoopers   Trade Debt                   $27,648
   LLP

Deloitte & Touche LLP    Trade Debt                   $25,000

Jeanne Cabral            Trade Debt                   $23,566
   Architects

Dell Marketing, Inc.     Trade Debt                   $20,209

Biomar Technologies      Trade Debt                   $20,000

IOS Capital              Trade Debt                   $19,627

Abby Lane Temps, Inc.    Trade Debt                   $17,147

Rockey & Wahl, LLP       Trade Debt                   $15,809

Great Lakes REIT         Trade Debt                   $15,679

Results International    Trade Debt                   $14,500
   Systems


NEOTHERAPEUTICS: Alvin Glasky Steps Down from Board of Directors
----------------------------------------------------------------
NeoTherapeutics Inc., (Nasdaq: NEOT) said that Alvin J. Glasky,
Ph.D., has resigned from the Company's Board of Directors,
effective immediately.  Dr. Glasky was the founder of the
Company and served as Chairman of the Board, Chief Executive
Officer and Chief Scientific Officer until his retirement in
August 2002.

"I would like to take this opportunity to thank Dr. Glasky for
his many contributions to NeoTherapeutics," stated Rajesh C.
Shrotriya, Chairman, President and Chief Executive Officer of
NeoTherapeutics.

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.
Neoquin(TM) 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

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


NETIA: Shareholders Re-adopt Resolution On Capital Increase
-----------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that its Extraordinary
Meeting of Shareholders held on November 14, 2002, re-adopted
certain shareholders' resolutions of the Ordinary General
Meeting of Shareholders held on June 18, 2002 regarding the
increase of Netia's share capital by issuance of series H
shares, in connection with Netia's ongoing restructuring.

Pursuant to Polish law, a resolution increasing the company's
share capital must be filed with the registry court within six
months from its adoption. The re-adoption of the June 18, 2002
resolution extends the time during which the share capital
increase can be registered enabling Netia to complete the
restructuring in accordance with the terms of the Restructuring
Agreement, dated March 5, 2002.


NOVO NETWORKS: First Quarter 2003 Net Loss Plummets to $1 Mill.
---------------------------------------------------------------
Novo Networks, Inc., (OTC BB:NVNW) announced financial results
for the fiscal 2003 first quarter ended September 30, 2002.

As previously disclosed, the United States Bankruptcy Court for
the District of Delaware, by an order dated March 14, 2002,
approved an amended plan, pursuant to Title 11, Chapter 11 of
the United States Code, for the liquidation of the assets of
Novo Networks' operating subsidiaries, including Novo Networks
Operating Corp., AxisTel Communications, Inc., and e.Volve
Technology Group, Inc., which historically provided
substantially all of Novo Networks' revenues. These debtor
subsidiaries ceased all operations prior to December 31, 2001.
Accordingly, Novo Networks did not generate any revenues during
the fiscal 2003 first quarter.

Novo Networks reported a net loss of $1.1 million in the first
quarter of fiscal 2003, compared to a net loss of $7.7 million
in the first quarter of fiscal 2002. The fiscal 2003 first
quarter loss was primarily related to $0.7 million in selling,
general and administrative expenses and $0.3 million in equity
in loss of investments. The weighted average number of shares
outstanding (basic and fully diluted) was 52,323,701 for the
first quarters of fiscal 2003 and 2002, respectively.


NUEVO ENERGY: S&P Ratchets Corporate Credit Rating Down to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings for independent oil and gas company Nuevo Energy Co., to
'BB-' from 'BB', and removed the ratings from CreditWatch where
they were placed on September 20, 2002. The outlook is stable.

Houston, Texas-based Nuevo Energy has about $454 million of debt
outstanding.

"The ratings downgrade reflects the company's continuing
inability to meaningfully delever during an extended period of
unusually high oil and gas prices," said Standard & Poor's
credit analyst Brian Janiak. "The ratings action also reflects
the vulnerability of the company's challenging asset base and
highly leveraged balance sheet to downward movements in oil
prices," Janiak added.

Entering 2002, Standard & Poor's had expected Nuevo Energy to
take material action to strengthen the company's financial
profile and reverse asset declines. Although the company has
made small strides toward deleveraging in 2002 with cost
reductions, marginal assets sales and modest debt reduction with
free cash flow in 2002, the recent acquisition of Athanor
Resources Inc. increased debt levels.

While the acquisition of Athanor strengthens Nuevo Energy's
reserve base and provides decent growth opportunities and a
measure of commodity diversification, the significant reliance
on debt to fund this transaction further heightens Standard &
Poor's concerns about Nuevo Energy's ability to achieve credit
measures commensurate with a double 'BB' corporate credit
rating, over the intermediate term.


OAKWOOD HOMES: S&P Drops Ratings to D After Chapter 11 Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Oakwood Homes Corp., to 'D' following the company's filing for
Chapter 11 bankruptcy protection. This downgrade impacts roughly
$303 million of senior unsecured debt.

One of the largest producers and retailers of manufactured
housing in the country, Oakwood has been struggling for more
than three years to downsize its manufacturing and distribution
capacity to match a severe contraction in demand. At the same
time, the company has been battling much weaker-than-expected
performance within its originated and serviced loan portfolio.
While Oakwood's manufacturing operations have been improving
throughout the past year, this has been more than offset by the
continued drag within its retail operations and the sharply
lower servicing earnings from the finance unit, as the company
has had to absorb losses from poorly performing securitizations.

Oakwood has indicated that it has reached an agreement in
principle with creditors representing nearly 40% of the
company's senior unsecured debt and guarantee obligations to
restructure its balance sheet. The proposed plan calls for the
conversion of the aforementioned debt and guarantee obligation
into 100% of the company's post-restructuring common shares.
The plan also provides for the conversion of the company's
current common shares into out-of-the-money warrants to purchase
approximately 10% of the post-restructuring common shares.

                      Ratings Lowered
                                                Rating
                                               To   From
   Oakwood Homes Corp.

   Corporate Credit Rating                     D    B-

   $303 mil. sr unsecured notes various dates  D    CCC


ORIUS CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Orius Corp
             1000 Hart Road Suite 140
             Barrington, IL 60010

Bankruptcy Case No.: 02-45127

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Arion Sub, Inc.                            02-45131
   CATV Subsciber Services, Inc.              02-45134
   Channel Communications, Inc.               02-45136    
   Copenhagen Utilities & Construction, Inc.  02-45138
   Hattech, Inc.                              02-45141
   LISN Company                               02-45146
   LISN Inc.                                  02-45149
   NATG Holdings, LLC                         02-45151
   Orius Capital Corp.                        02-45155
   Orius Central Office Services, Inc.        02-45157    
   Orius Holdings, Inc.                       02-45161
   Orius Information Technologies LLC         02-45164
   Orius Integrated Premise Services, Inc.    02-45166
   Orius Telecom Products, Inc.               02-45186
   Orius Telecom Services, Inc.               02-45189
   Orius Telecommunication Services, Inc.     02-45170
   Texel Corporation                          02-45179
   U.S. Cable, Inc.                           02-45182

Type of Business: Orius is a nationwide provider of technical
                  expertise and comprehensive network services
                  to the telecommunications industry.

Chapter 11 Petition Date: November 15, 2002

Court: Northern District of Illinois

Judge: Bruce W. Black

Debtors' Counsel: Timothy R. Pohl, Esq.
                  Skadden, Arps, Slate, Meagher & Flom
                  333 W Wacker Drive
                  Chicago, IL 60606
                  Tel: 312-407-0700

Total Assets: $701,418,686

Total Debts: $536,382,131

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Deutsche Bank Trust Co.     Lender Deficiency     $199,700,000
Americas                    Claim   
31 West 52nd Street
NYC01-0715
New York, NY 10019

United States Trust Co.    Notes                  $150,000,000
of New York (as Indenture
Trustee for 12-3/4% Sr.
Sub. Notes due 2010)
Attn: Corp. Trust
Administration
114 West, 47th Street
New York, NY 10036-1532
Tel: 212-852-1662
Fax: 212-852-1626

Brotherton Pipeline Inc.   Trade Debt                 $700,161
11 South Frontage Road
Goldhill, OR 97525
Tel: 541-855-7062
Fax: 541-855-7284

Ameron Concrete & Steel    Trade Debt                 $690,212
10100 West Line Road
Tracy, CA 95377
Tel: 209-836-5050
Fax: 209-832-2115

REBO Trucking              Trade debt                 $481,103
121 W. First Street
Cloverdale, CA 95425
Tel: 707-894-5685
Fax: 707-894-2006

Marsh USA Inc.             Trade Debt                 $471,070
1560 Sawgrass Corp. Pkwy.
Suite 300
Sunrise, FL 33323
Tel: 954-838-3400
Fax: 954-838-3700

Advanced Asphalt           Trade Debt                 $394,738
10015 West River Street
Truckee, CA 96161
Tel: 530-582-0800
Fax: 530-582-4324

Anixter Bros. Inc.         Trade Debt                 $160,034

Engelke Construction Inc.  Trade Debt                 $159,037

Accu-Tech Cable Inc.       Trade Debt                 $157,280

Doelker Construction Inc.  Trade Debt                 $152,842

Rege Construction Inc.     Trade Debt                 $152,426

Coastline Cable Service,   Trade Debt                 $136,418
Inc.

Syar Industries, Inc.      Trade Debt                 $129,181

Southern Cable             Trade Debt                 $127,161  
Construction  

Norcal Building Materials  Trade Debt                 $125,229

Telinks LLC                Trade Debt                 $122,767

KGP Telecommunications     Trade Debt                 $109,465

Robinson Bros. Constr.,    Trade Debt                  $91,334
Inc.   

Diamond P Construction     Trade Debt                  $87,818


OWENS CORNING: Obtains Okay to Enter 22 Settlement Agreements
-------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained Court approval
of its 22 settlement agreements with various parties in an
omnibus manner.

To recall, the Debtors once engaged the beleaguered energy
trading firm Enron and its related entities to construct energy-
savings projects in certain of Exide's plants and facilities.  
As part of its construction efforts, Enron retained a number of
contractors and subcontractors to provide much of the actual
construction-related services.

When Enron filed its Chapter 11 proceeding in December 2001,
many of the contractors and subcontractors were owed substantial
funds.  About 31 of these entities filed mechanics' liens
against the Debtors' facilities on account of $3,970,000 in
asserted claims.

The Debtors exerted significant efforts to analyze the validity
of the mechanics' lien claims and negotiate a consensual
resolution of each.  To date, around 22 settlement agreements
have been reached with the mechanics' lien claimants.

These settlement agreements are basic letter agreements under
which the claimants agree to accept a significantly discounted
payment of their mechanics' liens claims.  In return for
discounted payments, the claimants are obligated to file a
release of all liens asserted by them or their subcontractors,
subsidiaries, subcontractors, agents and materialmen.

The total amount to be paid under the settlement agreements is
$3,110,825, exclusive of interest and asserted costs and fees:

                Claimant                         Amount
               -----------                      --------
               Honeywell/Amarillo               $57,400
               Honeywell/Waxahachie             214,450
               Honeywell/Santa Clara            257,135
               Fluoresco                         86,890
               Phelps                            10,753
               Heatec                            76,315
               Action                           419,003
               Wesco                             38,123
               AAA Electric                       5,372
               Gartner and Assoc Limbach        607,943
               O&M                              228,607
               Applied Energy Management        589,453
               AD Jacobsen                       53,878
               Thermal Transfer                 101,757
               Lighting Management Controls       5,750
               Missouri Valley Contractors      226,225
                                            ------------
               Total                         $3,110,825
(Owens Corning Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PAC-WEST TELECOMM: S&P Further Junks Corp. Credit Rating to CC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on competitive local exchange carrier Pac-West Telecomm
Inc., to 'CC' from 'CCC-'.

The senior unsecured debt rating on the company remains at 'C'.
The ratings were removed from CreditWatch with negative
implications. The outlook is negative. At the end of September
2002, Stockton, California-based Pac-West had total debt of more
than $106 million.

"The downgrade is due to the company's recent cash tender offer
to exchange its 13.5% senior notes due 2009 at a significant
discount to par value. Upon completion of the debt exchange,
both the corporate credit and the senior unsecured debt ratings
would be lowered to 'D' as we would view such an exchange as
coercive and tantamount to a default on the original terms of
the notes," said Standard & Poor's credit analyst Michael Tsao.

Standard & Poor's also said that given poor fundamentals of the
CLEC sector, the weak economy, and the company's minimal
liquidity, Pac-West will find it challenging to remain in
operation over the longer term.

The ratings were originally placed on CreditWatch with negative
implications on September 10, 2002 due to concerns over
increased risks of cash default or debt restructuring.


PACIFIC GAS: Court Nixes Request to Modify Expense Order
--------------------------------------------------------
The City and County of San Francisco and the Counties of Fresno,
San Luis Obispo and Sonoma ask Judge Montali to modify the Order
granting Pacific Gas and Electric Company authority to incur
$5,600,000 in miscellaneous implementation expenses for these
reasons:

1) The Proposed Expenses For Virtual Metering For GTrans

   The Counties note that the use of virtual metering approach
   by GTrans is contingent not only on the Court's approval of
   the PG&E Plan of Reorganization, but also on FERC's approval
   of the use of the metering.  To this end, the Counties argue
   that FERC has not approved PG&E's application to use the
   metering and, indeed, there has been no indication that FERC
   will approve the application within any specified time frame.
   Therefore, the Counties point out, the approval of the
   proposed virtual metering expenses is doubly speculative and
   should not be permitted at this juncture.

2) Accounting Processes and Procedures

   The Motion is untimely.

   By PG&E's own admission, it will take six months for
   PricewaterhouseCoopers to conduct certain work relating to
   the accounting computer systems to be used by the new
   entities. The work will still be performed in part after the
   Confirmation process is complete.

   The Counties also argue that, unlike previous expenses
   where PG&E has expressly noted its ability to terminate the
   contractor without penalty should its Plan not be confirmed,
   here there is no safeguard placed on the payments to PwC.

3) Permit and Franchise Application Fees

   PG&E claims that it needs an additional $3,000,000 with
   respect to its attempts to obtain the necessary permits and
   franchises.  But as PG&E acknowledges, it has previously
   obtained Court approval for these expenses to the tune of
   $11,000,000.  Curiously, PG&E offers no explanation why the
   previous amount authorized by the Court was insufficient,
   much less an explanation of how those funds was spent.  
   Without this explanation, the Court should not simply grant
   PG&E an additional $3,000,000, particularly where PG&E has
   indicated it may ask for more funds in the future.

Theresa Mueller, Esq., Deputy City Attorney for the City and
County of San Francisco, asserts that PG&E will not be
prejudiced if the Order is modified because:

  -- the Counties have consistently opposed the Expense Motions
     and even where they have not formally opposed the Motion,
     they have required PG&E to include certain language in the
     proposed Orders.  Hence, the Counties' silence as to this
     Motion should have alerted PG&E of a service problem; and

  -- to the extent that authority for any expenses was approved
     and later denied based on the Counties' objections, PG&E
     will actually save money, which will benefit the estate.

                              * * *

After due deliberation, Judge Montali denies the motion.
(Pacific Gas Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PSC INC: Sept. 29, 2002 Balance Sheet Upside-Down by $31 Million
----------------------------------------------------------------
PSC Inc., (Nasdaq: PSCX) a global provider of integrated data
collection solutions and services for retail supply chains,
announced its financial and operational results for the three
and nine months ended September 29, 2002.

Revenues from ongoing businesses were $42.5 million for the
quarter and $127.2 million for the first nine months of 2002.
Gross margins were 37 percent for the three-month and 39 percent
for the nine-month periods; operating profit, excluding
restructuring and severance costs, was $1.0 million for the
quarter and $5.0 million for the nine months. EBITDA (earnings
before interest, taxes, depreciation and amortization), adjusted
to eliminate the effect of restructuring costs, severance costs
and adjustment to warrant valuation, was $2.3 million in the
third quarter of 2002 and $8.9 million for the first nine months
of 2002.

Net loss for the quarter improved, to $1.6 million or $0.12 per
diluted share compared to a net loss of $4.9 million or $0.39
per diluted share in the previous year quarter. Net loss for the
nine months improved, to $3.9 million or $0.30 per diluted share
compared to a net loss of $15.8 million or $1.28 per diluted
share in the previous year.

At September 29, 2002, the Company's balance sheet shows a
working capital deficit of about $110 million, and a total
shareholders' equity deficit of about $31 million.

"Our financial and operating results compare favorably with
prior PSC results," stated Edward Borey, President and CEO of
PSC Inc. "Revenue performance has begun to improve compared to
the second quarter of 2002. We are getting traction from the new
direct sales force that we brought to PSC in late 2001 and the
introduction of new fixed scanning products in 2002. Cost
controls for other operating expenses have been successful, with
general and administrative costs significantly below last year."

PSC's current efforts to attract new equity capital to reduce
debt and increase working capital are ongoing. Although the
Company is optimistic that this recapitalization can be
accomplished, there can be no assurance that such a transaction
will be consummated. The Company anticipates that the equity
interests of all existing shareholders will be extinguished in
the recapitalization transaction.

As previously announced, the Company's stock trading activity
moved from the Nasdaq Small Cap market to the "Over-The-Counter"
OTC Bulletin Board market on August 20, 2002.

PSC provides innovative data-collection solutions for the retail
supply chain worldwide. Its range of products includes mobile
and wireless data-capture terminals, warehouse management
software, self-checkout systems, and fixed-position and handheld
bar code scanners. PSC(TM) products are used to improve
efficiency, speed and agility in the retail, and warehouse and
distribution sectors. PSC(R) and Magellan(R) are registered
trademarks of PSC Inc. All other brand and product names may be
trademarks of their respective companies. Headquartered in
Portland, Oregon, PSC has major manufacturing facilities in
Eugene Oregon, as well as sales and service offices throughout
the Americas, Europe, Asia and Australia. To learn more about
PSC, visit http://www.pscnet.com


PERSONNEL GROUP: Plans to Appeal NYSE Delisting Determination
-------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA), a leading
information technology and professional staffing services
company, commented on the New York Stock Exchange announcement
of its intent to suspend PGA's shares from trading on the NYSE,
effective November 21, 2002, and seek delisting.

Larry L. Enterline, PGA's Chief Executive Officer, stated,
"We've been working closely with the NYSE for some months now,
and are obviously disappointed that the NYSE has chosen to take
this action. We had expected the market's reaction to our recent
restructuring announcement to be more positive, given our view
of the benefits and the probability of closing the proposed
arrangement. We believe the proposed financial restructuring
will create long-term value for our shareholders and that the
transaction, which is supported by a number of our creditors,
will promote a return to compliance with the NYSE's listing
standards. As a result, we intend to appeal the NYSE's decision
vigorously in accordance with Exchange rules. In the meantime,
PGA's shares will continue to trade publicly after November 20,
2002, on the over-the-counter bulletin board."

Personnel Group of America, Inc., is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations operate as
"Venturi Staffing Partners or Venturi Career Partners."

                         *    *    *

As reported in Troubled Company Reporter's Monday Edition,
Personnel Group of America reached an agreement with certain
creditors for a financial restructuring that will lower its debt
by more than $125 million.

Personnel Group's restructuring will include a registered bond
exchange offer in which the company's $115 million in
outstanding 5.75 percent convertible subordinated notes and
accrued interest would be exchanged for cash equal to six
months' interest on the notes and newly issued common stock
representing 83 percent of the company's equity outstanding. If
the restructuring isn't completed within 150 days after
execution of definitive agreements, Personnel Group expects to
file a chapter 11 bankruptcy petition and pursue a specified
plan of reorganization.


POLYMER GROUP: Net Capital Deficit Doubles to $106 Million
----------------------------------------------------------
Polymer Group, Inc., (OTC Bulletin Board: PMGPQ) announced
results of operations for the Company's third quarter ended
September 28, 2002.

Net sales for the third quarter of 2002 were $184.0 million vs.
$202.4 million during the third quarter of 2001.  For the nine
months ended September 28, 2002, net sales were $576.0 million
compared to $618.0 million for the same period in 2001.

Gross profit for the third quarter of 2002 was $30.2 million and
$95.6 million for the nine month period.

Sales, general and administrative expenses (SG&A) for the third
quarter of 2002 decreased to $24.7 million, compared to $26.2
million in the third quarter of 2001 and $26.9 million during
the second quarter of 2002.

Operating income in the third quarter of 2002 was $5.1 million
vs. $10.8 million in the third quarter of 2001.  The Company
recorded plant realignment costs during the quarter of $0.4
million related to the previously announced operational
restructuring plan.  Operating income before plant realignment
costs was $5.5 million.  Year-to-date, operating income was
$12.8 million and $17.3 million before plant realignment costs
of $0.9 million and special charges of $3.6 million.

EBITDA (defined as operating income before special charges and
plant realignment costs, plus depreciation and amortization) was
$21.4 million in the third quarter of 2002 and $65.0 million
year-to-date.

Net loss for the third quarter of 2002 was $22.6 million, which
included $0.4 million in plant realignment costs and $6.1
million in Chapter 11 reorganization expenses.  For the nine
months ended September 28, 2002, the net loss was $69.9 million,
including $3.6 million of special charges, $0.9 million of plant
realignment costs and $7.0 of Chapter 11 reorganization
expenses.

As of September 28, 2002, PGI had $70.6 million in cash and
short-term investments on hand.  The Company also has access to
a $125 million debtor-in-possession or "DIP" financing facility
which remains untapped.

Also, at September 28, 2002, the Company's balance sheet shows a
working capital deficit of about $236 million, and a total
shareholders' equity deficit of about $106 million.

Commenting on third quarter results, Jerry Zucker, Polymer Group
Chairman, President and CEO stated, "The third quarter was a
difficult quarter for Polymer Group as we continued in the
Chapter 11 process.  However, we are pleased to have filed our
Modified Plan of Reorganization and look forward to emerging in
the coming months and being able to focus 100% on the business."

Polymer Group, Inc., announced on November 15, 2002 that the
Company had filed a Modified Plan of Reorganization and
Disclosure Statement with the United States Bankruptcy Court in
Columbia, South Carolina.  The Modified Plan of Reorganization
and Disclosure Statement are available at the Company's Web
site at: http://www.polymergroupinc.com/investors.htm The  
Company filed the Modified Plan after reaching agreement on
substantially all of the principal terms of the Modified Plan
with the Official Committee of Unsecured Creditors, the holders
of in excess of 80% in principal amount of the Company's
outstanding Senior Subordinated Notes and the Steering Committee
of Senior Secured Lenders.  The Company is seeking to have the
Modified Plan confirmed prior to year end.

On May 11, 2002, Polymer Group and 20 of its United States
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for South Carolina.  Polymer Group's
non-U.S. subsidiaries were not part of the filing. Since the
filing, all motions necessary to conduct normal business
activities have been approved by the Court.

Polymer Group, Inc., the world's third largest producer of
nonwovens, is a global, technology-driven developer, producer
and marketer of engineered materials.  With the broadest range
of process technologies in the non-wovens industry, PGI is a
global supplier to leading consumer and industrial product
manufacturers.  The Company employs approximately 4,000 people
and operates 25 manufacturing facilities throughout the world.


PRESIDENTIAL LIFE: Fitch Cuts Issuer & Sr. Debt Ratings to BB+
--------------------------------------------------------------
Fitch Ratings has downgraded both Presidential Life Corp.'s
long-term issuer rating and its senior debt rating on PLC's $100
million, 7.875% senior notes due February 15, 2009, to 'BB+'
from 'BBB-' and placed the ratings on Rating Watch Negative.

The rating action is the result of PLC's performance not meeting
Fitch's expectations for the 'BBB-' rating category.
Specifically, PLC reported net realized capital losses of $118.3
million through the first nine months of 2002, including $88.3
million in the third quarter. These losses caused the company to
report a net loss of $53.1 million for the first nine months of
2002, including a net loss of $49.3 million in the third
quarter.

The company's debt to total capital increased slightly to 27% at
the end of the third quarter from 25% at the end of 2001,
because of the decline in retained earnings during the year.
This measure is above Fitch's expectation for the company at the
'BBB-' rating category. Fixed charge coverage was reasonable at
6.2 times at September 30, 2002, essentially flat compared to
the 6.3x at the end of 2001.

The ratings are placed on Rating Watch Negative pending Fitch's
review of the nine month statutory results for Presidential
Life, including the magnitude of statutory strain resulting from
increased sales of fixed annuities. Sales of fixed deferred
annuities increased in the first nine months of 2002 to $534.8
million, compared to $302.8 million for the same period of the
previous year. Additionally, Fitch will review the impact of the
investment losses on the insurance company's capitalization and
also the credit quality of the investment portfolio following
the investment losses.

PLC is a Delaware-based holding company and its primary
subsidiary is Presidential Life Insurance Company (Presidential
Life), a New York-domiciled life insurer. PLC reported total
assets of $4.3 billion and shareholders' equity of $388.3
million at Sept. 30, 2002, compared to $3.8 billion in total
assets and $427.1 million in shareholders' equity at the end of
2001.

                  Presidential Life Corporation

      -- Long-term issuer 'BB+' Negative;

      -- Senior debt 'BB+' Negative.


RECOTON CORP: Nearing Completion of Comprehensive Restructuring
---------------------------------------------------------------
Recoton Corporation (Nasdaq: RCOT), a leading global consumer
electronics company, announced financial results for the third
quarter ended September 30, 2002. In addition, the Company
unveiled a restructuring plan intended to reduce debt, enhance
cash flow and restore profitability.

Robert L. Borchardt, Chairman, President and Chief Executive
Officer of Recoton, commented, "We are nearing completion of a
total restructuring of Recoton that, at its conclusion, we
believe will reduce our overall debt structure, enhance the
Company's cash flows and restore Recoton to profitability. These
initiatives include a reduction in both staff and executive
compensation, as well as reductions in overall operating
expenses. As of November 1, 2002, we have reduced our North
American workforce by approximately 10% and have reduced
executive compensation, on average, by a similar percentage. We
anticipate that the net results of the initiatives taken with
respect to the staff and executive compensation reductions will
generate annualized savings of approximately $7.6 million. In
addition, the Company is undertaking a multitude of actions to
reduce its selling, general and administrative expenses, which,
collectively, should produce annualized savings in 2003 in
excess of $8.0 million.

"Furthermore, we are in the process of selling certain non-
strategic assets, namely, our video game segment, foreign audio
operations (which consists of Recoton German Holdings GmbH and
its German subsidiaries, Recoton Italy s.r.l. and Recoton Japan
Inc.), AAMP(TM) of America, Inc., a U.S. car audio accessories
company, and Recoton (UK) Ltd., a distributor of accessory
products. We anticipate that the sale of these assets should
generate net proceeds to Recoton of approximately $90-100
million, most of which will be used to pay down existing loans.
Note, however, there can be no assurances that any such asset
sales will be consummated. As a result of these actions, and in
accordance with FASB No. 144, the net losses from these
businesses have been reclassified as discontinued operations in
the third quarter of 2002."

Mr. Borchardt continued, "Recoton's strategic plan is focused on
streamlining our efforts and concentrating primarily on our core
North American audio and accessories businesses in restoring the
Company to financial health. We intend to build upon the
popularity of our Jensen(R), A/R(R) (Acoustic Research)(R) and
Advent(R) brands, amongst others, to maintain our leadership
positions in the consumer electronics audio and accessories
industries. We are committed to elevating our supply chain
management and customer service beyond its industry-leading
level. Prudent asset management remains our objective, as we
focus on sustained good performance. While there is still much
work to be done, we believe that our restructuring plan, when
completed, should result in a Recoton that will produce enhanced
shareholder value."

Sales from continuing operations at the consumer electronics
accessories segment in the third quarter of 2002 increased 7.7%
to $39.4 million from $36.6 million in the third quarter of
2001. Gross profit was 37.6% versus 38.5% for the same period
last year, due primarily to product mix, increased freight
charges and accelerated sales of slow moving or discontinued
inventory. EBIT for the third quarter of 2002 was $2.9 million
versus $4.4 million in the third quarter of 2001. Sales for the
nine-month period of 2002 were $116.5 million, equal to those in
the same period last year. Gross profit was 37.0% versus 38.4%
for the same period last year, due primarily to the factors
described above. EBIT for the 2002 nine-month period was $9.1
million versus $15.3 million for the same period last year. The
reduction in EBIT was primarily attributable to lower margins
and higher S,G & A expenses.

Sales from continuing operations at the Company's audio segment
were $35.5 million compared to sales of $37.1 million in the
same period last year. Gross profit was 22.8% versus 31.0% for
the same period last year, contributing to an EBIT loss of
$613,000 versus EBIT of $3.6 million in the third quarter of
2001. Sales for the nine-month period of 2002 rose 11.6% to
$125.1 million from $112.1 million for the first nine months of
2001. Gross profit was 25.5% as compared to 27.8% in the first
nine months of 2002. Reduced gross profit for the three and nine
month periods at the Company's audio segment were due primarily
to accelerated sales of slow moving or discontinued inventory.
EBIT for the nine months ended September 30, 2002 was $4.5
million as compared to $7.4 million for the same period one year
ago. The reduction in EBIT was primarily attributable to
significant reductions in gross margin and higher S,G & A
expenses.

On a consolidated basis, net sales from continuing operations
for the 2002 third quarter increased to $74.8 million from $73.7
million in the same period last year. Income from continuing
operations was $7.1 million, and included an income tax benefit
of $13.2 million. The Company wrote off certain deferred tax
assets in the absence of bank waivers at the time it filed its
Form 10Q for the second quarter ended June 30, 2002. The income
tax benefit of $13.2 million recognized in the third quarter of
2002 represents a reversal of that action as it relates to the
continuing operations of the Company. Income from continuing
operations for the third quarter of 2001 was $1.7 million, and
included an income tax benefit of $1.3 million.

The loss from discontinued operations, net of taxes, was $32.7
million versus a loss from discontinued operations, net of
taxes, of $1.3 million for the same period last year. The
consolidated net loss for the third quarter of 2002 was $25.6
million versus net income of $359,000 for the same period last
year.

On a consolidated basis, net sales from continuing operations
for the 2002 nine-month period rose 5.7% to $241.6 million from
$228.6 million in the same period last year. The loss from
continuing operations was $9.0 million. Income from continuing
operations for the nine-month period of 2001 was $664,000, which
included an income tax benefit of $3.4 million. The loss from
discontinued operations, net of taxes, was $75.8 million versus
a loss from discontinued operations net of taxes of $5.9 million
for the same period last year. The consolidated net loss for the
first nine months of 2002 was $92.3 million versus a net loss of
$5.2 million for the first nine months of 2001.

In accordance with SFAS No. 142, in the third quarter the
Company recorded a goodwill impairment charge of $7.6 million,
related entirely to discontinued operations.

Mr. Borchardt stated, "Despite a sluggish economic and retail
environment, Recoton's continuing businesses have generated
operating income through the first nine months of 2002. The
corrective actions we are implementing are tangible and the
benefits that we expect they will produce, should be
significant. The deleveraging of our balance sheet from planned
asset sales should reduce Recoton's interest expense and this,
coupled with our cost-cutting initiatives, is expected to
contribute to increased profitability. We believe that the net
effect of these efforts should allow Recoton to emerge as a
stronger company and allow us to build upon a strong presence in
the consumer electronics audio and accessories industries."

Recoton Corporation is a global leader in the development and
marketing of consumer electronic accessories, audio products and
gaming products. Recoton's more than 4,000 products include
highly functional accessories for audio, video, car audio,
camcorder, multi-media/computer, home office and cellular and
standard telephone products, as well as 900MHz wireless
technology products including headphones and speakers;
loudspeakers and car and marine audio products including high
fidelity loudspeakers, home theater speakers and car audio
speakers and components; and accessories for video and computer
games. The Company's products are marketed under three business
segments: Consumer Electronics Accessories, Audio and Video
Gaming. CE Accessory products are offered under the AAMP(TM),
Ambico(R), Ampersand(R), AR(R)/Acoustic Research(R),
Discwasher(R), InterAct(R), Jensen(R), Parsec(R), Peripheral(R),
Recoton(R), Rembrandt(R), Ross(TM), SoleControl(R), SoundQuest
and Stinger brand names. Audio products are offered under the
Advent(R), AR(R)/Acoustic Research(R), HECO(TM), Jensen(R) ,
MacAudio(R), Magnat(R), NHT(R) (Now Hear This)(R), Phase
Linear(R) and Recoton(R) brand names. Gaming products are
offered under the Game Shark(R), InterAct(R) and Performance(TM)
brand names.


RECREATION USA: BofA Agrees to Forbear Until December 13, 2002
--------------------------------------------------------------
Holiday RV Superstores, Inc., (Nasdaq: RVEE) has executed an
agreement with its senior lender, Bank of America, whereby Bank
of America will refrain from exercising its rights under its
loan until December 13, 2002.  The previous loan agreement
expired on October 31, 2002. Pursuant to the agreement, the
Company paid down the amount owed to Bank of America by $4.8
million, to $11.8 million as of November 13, 2002.  The amount
available for borrowing under the loan was also reduced to $13.4
million.  As of November 13, 2002, the Company's total floor
plan liability was $14.3 million and its inventory was $23.3
million.

As part of the Company's restructuring plan, the major investor
in the Company issued a commitment to Bank of America to acquire
the Company's debt owed to Bank of America on or before December
12, 2002.  The major investor also provided $4.3 million of
additional funding to the Company that the Company used to pay
down its senior debt.  Of the additional $4.3 million advanced
by the major investor, $1.0 million was issued pursuant to a
previous agreement with the major investor, is convertible into
shares of common stock of the Company at $0.62 per share and
will accrue interest at the annual rate of 12.75% (payable in
shares of common stock at $0.62 per share) until it is either
converted or matures on May 1, 2003.  The major investor has
agreed to convert the $1.0 million advance, the other $2.5
million he advanced under the previous agreement and his shares
of Series A and Series AA-2 preferred stock of the Company after
he acquires the Bank of America loan.  The remaining $3.3
million that the major investor advanced is evidenced by a
secured promissory note, convertible into shares of common stock
of the Company at $1.99 per share (the closing price of the
common stock on the date of the promissory note), with a
November 15, 2004 maturity date and a 12.75% annual interest
rate, payable monthly.  In addition, the major investor has
agreed to provide letters of credit (whose amounts and terms
will be in his sole discretion) to allow the Company to obtain a
new credit facility.  In consideration for the issuance of the
letters of credit, when and if issued, the major investor will
be granted warrants to purchase shares of common stock of the
Company at an exercise price of $1.19 per share, the closing
price of the common stock on the date the major investor agreed
to issue the letters of credit.  The number of shares subject to
the warrant will equal the face amount of the letters of credit
divided by the exercise price.

"We are pleased to announce that we have accomplished an
essential component of our operational and financial
restructuring.  It certainly has been a long road traveled and
worth every bit of the wait.  I feel that with continued
deleveraging of the balance sheet and the completion of this
recapitalization we have a fresh start with a new company, a new
balance sheet and an opportunity to focus on profitability and
growing our company," said Marcus A. Lemonis, the Company's
Chairman and Chief Executive Officer.  "Our near term goals
include organic growth in existing operations, strategic
acquisitions and co-location ventures.  This recapitalization
also allows our Company to pursue our long-term strategy of
growing revenues while remaining focused on driving margins."  
These agreements with Bank of America and the major investor are
part of the Company's restructuring plan, which seeks to improve
the Company's ability to return to profitability and to increase
the Company's stockholders' equity in order for the Company to
regain compliance with the listing requirements of the Nasdaq
SmallCap Market.  "This recapitalization is a major component in
giving our Company financial strength.  I believe this
recapitalization, along with the operational restructuring which
the Company has undertaken over the past 18 months, provides the
platform to allow our Company to become the industry leader,"
said Anthony D. Borzillo, Vice President and Chief Financial
Officer.

Recreation USA operates retail stores in California, Florida,
Kentucky, New Mexico, South Carolina, and West Virginia.  
Recreation USA, the nation's only publicly traded national
retailer of recreational vehicles and boats, sells, services and
finances more than 90 RV brands.
    

RESEARCH INC: Files Amended Plan & Disclosure Statement in Minn.
----------------------------------------------------------------
Research Incorporated filed its Second Amended Disclosure
Statement to the Second Modified Plan of reorganization with the
U.S. Bankruptcy Court for the District of Minnesota.  To
purchase full-text copies of these documents, go to:

  http://www.researcharchives.com/bin/download?id=021114025250

                            and

  http://www.researcharchives.com/bin/download?id=021114025113

The essential elements of the reorganization contemplated by the
Plan include:

  (a) a substantial capital infusion into the Debtor by Research
      Technologies Corporation, a wholly-owned subsidiary to be
      formed by Squid Ink Manufacturing, Inc., in exchange for
      100% of the Reorganized Debtor's Interests;

  (b) the payment of claims in accordance with the requirements
      of the Bankruptcy Code; and

  (c) continuation of the business of the Reorganized Debtor.

The Plan groups Claims and the Equity Interests into 4 classes:

  (a) Class 1 -- Priority Non-Tax Claims;
  (b) Class 2 -- General Unsecured Claims;
  (c) Class 3 -- Administrative Convenience Claims; and
  (d) Class 4 -- Old Common Stock.

Research Incorporated filed for chapter 11 protection on January
24, 2002.  Michael L. Meyer, Esq., at Ravich Meyer Kirkman &
Mcgrath represents the Debtor in its restructuring efforts.


SAFETY-KLEEN: Bags Nod to Expand Connolly Bove's Engagement
-----------------------------------------------------------
Safety-Kleen Corporation and its debtor-affiliates obtained
permission from the Court to expand the employment scope of
Connolly Bove Lodge & Hutz LLP, as Special Litigation Counsel,
to assist the Debtors with the investigation and possible
prosecution of the Third-Party Claims.

Since its retention, CBL&H has represented the Debtors in
connection with the PwC Claims and the commencement and
prosecution of the Avoidance Actions.

CBL&H has not and will not perform services typically performed
by the Debtors' general bankruptcy counsel, Skadden, Arps,
Slate, Meagher & Flom LLP.  Specifically, CBL&H has not and will
not perform services directly relating to the Debtors' general
restructuring efforts or other matters involving the conduct of
the Debtors' chapter 11 cases.

Compensation will continue to be payable to CBL&H on an hourly
basis, plus reimbursement of actual and necessary expenses
incurred.  These attorneys and paralegals will be the primary
professionals at CBL&H involved in conducting the Discovery
Actions:

             Craig B. Young, Esq.            $325
             Jeffrey C. Wisler, Esq.          325
             Gregory Weinig, Esq.             185
             Michelle McMahon, Esq.           185
             Gwendolyn Lacy, Esq.             150
             Marc Phillips, paralegal         110
             Sandy McCollum, paralegal       $110
(Safety-Kleen Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


SEA CONTAINERS: S&P Keeping Watch Due to Fund-Raising Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sea
Containers Ltd., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch placement is due to Sea Containers' heavy
upcoming debt repayments, including $158 million of senior notes
due on July 1, 2003, prompting consideration of suspending the
common share dividend and pursuing substantial asset sales,"
said Standard & Poor' credit analyst Betsy Snyder. "Possible
actions disclosed by the company yesterday include the sale of
certain assets, the reduction in its Orient-Express Hotels stake
to less than 50% from the current 57%, increasing borrowings at
its Silja Oyj Abp ferry subsidiary, and suspending payment of
its common dividends," the analyst continued. The company had
originally planned to sell a portion of its stake in Orient
Express to repay this debt, which Standard & Poor's had viewed
negatively because it would reduce Sea Containers' financial
flexibility and leave it with reduced cash flow to service debt.
The company has since backed off that plan as a result of
Orient-Express's low share price.

The CreditWatch reflects uncertainty regarding the outcome of
Sea Containers' potential actions to raise funds. Questions
remain regarding the successful sale of assets and the costs of
raising additional capital in a difficult financial environment.
Standard & Poor's will review the company's options to determine
the magnitude of a potential ratings downgrade if the company's
refinancing attempts fail.

The ratings on Bermuda-based Sea Containers reflect strong
competitive positions in several cyclical businesses, offset by
a somewhat weak financial profile. Sea Containers is the holding
company for three major businesses: passenger transport,
leisure, and marine cargo container leasing. Passenger transport
includes passenger and vehicle ferry services in the English
Channel, the Irish Sea, the Northern Baltic Sea, port operations
in the U.K., and passenger rail service between London and
Scotland (Great North Eastern Railway). Leisure operations
include the company's 57% stake in Orient-Express Hotels Ltd.,
which owns and/or manages several deluxe hotels, tourist trains,
river cruise ships and restaurants located around the world.
Marine cargo container leasing primarily includes Sea
Containers' share of its joint venture with General Electric
Capital Corp., known as GESeaCo SRL, one of the largest marine
cargo container lessors in the world.

Sea Containers' earnings were constrained in 2001 by a variety
of factors. Utilization and pricing for the marine cargo
container fleet were weak due to an ongoing high level of
overcapacity, exacerbated by the global economic downturn, which
resulted in reduced demand for goods transported by ship.
Leisure operations were negatively affected by reduced travel
due to the economic downturn, as well the impact of the events
of Sept 11, 2001. These trends continued in early 2002. However,
since then, results from operations have improved, with the
company earnings $28.7 million in the first nine months of 2002
versus $14.4 million in the prior-year period. Still, Sea
Containers' debt leverage remains high, which will continue to
constrain its credit ratios over the foreseeable future.  

Sea Containers' 12.50% bonds due 2004 (SCR04USR1), DebtTraders
reports, are trading at about 95 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SCR04USR1for  
real-time bond pricing.


SERVICE MERCHANDISE: Obtains Fifth Exclusive Period Extension
-------------------------------------------------------------
Pursuant to Rule 9075-1(a) of the Local Rules of Court for the
United States Bankruptcy Court for the Middle District of
Tennessee, Service Merchandise Company, Inc., and its debtor-
affiliates sought and obtained a Court order extending the
Exclusive Plan Filing Period through December 18, 2002 and the
Exclusive Solicitation Period to April 4, 2003.

Paul G. Jennings, Esq., at Bass, Berry and Sims PLC, in
Nashville, Tennessee, explains that the Debtors and the
Creditors' Committee are currently engaged in settlement
discussions with various parties.  Additional time is needed to
resolve issues crucial in streamlining the Debtors' plan
confirmation process.

The one-month extension of the Exclusive Periods, Mr. Jennings
says, is appropriate, given the Debtors' progress to date in
winding-down their operations and wrapping up their estates.

If the Debtors file a plan of reorganization by December 18,
2002 and that plan is later withdrawn, Judge Paine says, the
Debtors' Exclusive Filing Period may be extended for 30 days
after the withdrawal date. (Service Merchandise Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SOLUTIA INC: Completes Exchange Offer for 11.25% Sr. Sec. Notes
---------------------------------------------------------------
Solutia Inc. (NYSE: SOI), which has a total shareholders' equity
deficit of about $269 million, announced that its registered
exchange offer for all of its outstanding 11.25% Senior Secured
Notes due 2009 expired by its terms at 5 p.m. eastern time, Nov.
18, 2002.  In its Exchange Offer, Solutia offered to exchange
$1,000 in principal amount of its 11.25% Senior Secured Notes
due 2009, which have been registered under the Securities Act of
1933, for each $1,000 in principal amount of the Old Notes.  
Solutia has accepted for exchange all Old Notes validly tendered
in the Exchange Offer.  Solutia said that delivery of the New
Notes to be issued in exchange for accepted Old Notes will be
promptly made to the tendering note holders.

According to HSBC Bank USA, the exchange agent, note holders had
tendered or guaranteed the delivery of $223,000,000 principal
amount of Old Notes, representing 100% of the outstanding Old
Notes, prior to the expiration of the Exchange Offer.

Solutia -- http://www.Solutia.com-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety
glass and after-market applications; resins and additives for
high-value coatings; pharmaceutical services such as chemical
development and manufacture, clinical trial services and expert
advisory services for pharmaceutical and biopharmaceutical
companies; specialties such as water treatment chemicals, heat
transfer fluids and aviation hydraulic fluid and an integrated
family of nylon products including high-performance polymers and
fibers.


SONICBLUE INC: Commences Trading on Nasdaq SmallCap Market
----------------------------------------------------------
SONICblue(TM) Incorporated (Nasdaq:SBLU) announced that its
request to transfer from the Nasdaq National Market to the
Nasdaq SmallCap Market had been approved and took effect on
Tuesday, November 19, 2002. SONICblue's common stock now
continues trading under its current symbol: SBLU.

The transfer to the Nasdaq SmallCap Market extends the grace
period to achieve the minimum $1.00 bid price requirement to
February 18, 2003. SONICblue may also be eligible for an
additional 180-calendar day grace period provided that it meets
the initial listing criteria for the SmallCap Market, other than
the minimum $1.00 bid price as of that date. Frequently asked
questions and answers regarding transferring from the Nasdaq
National Market to the Nasdaq SmallCap Market can be found at:
http://www.nasdaq.com/about/LegalComplianceFAQs.stm#phasedown

SONICblue is a leader in the converging Internet, digital media,
entertainment and consumer electronics markets. Working with
partners that include some of the biggest brands in consumer
electronics, SONICblue creates and markets products that let
consumers enjoy all the benefits of a digital home and connected
lifestyle. SONICblue holds a focused technology portfolio that
includes Rio(R) digital audio players; ReplayTV(R) personal
television technology and software solutions; and Go-Video(R)
integrated DVD+VCRs, Dual-Deck(TM) VCRs, and digital home
theater systems.

                           *    *    *

In its Form 10-Q report filed on November 14, 2002 with the
Securities and Exchange Commission, the Company disclosed:

"We have incurred significant losses and expect such losses to
continue for at least the next three months. Our net loss for
the nine months ended September 30, 2002 was $72.4 million and
for the year ended December 31, 2001 was $756.2 million. As of
September 30, 2002, we have an accumulated deficit of $559.9
million and cash, cash equivalents, and short-term investments
of $77.5 million. We expect to experience negative cash flow
from operations for at least the next three months and believe
that additional funds will be necessary to support planned
operations through the next twelve months. Our future cash
requirements will depend on a number of factors including:

     - the rate at which customers accept and purchase our
       existing and future products;

     - the rate at which we invest in engineering, development
       and intellectual property with respect to existing and
       future products;

     - the level of marketing required to acquire a competitive
       position in the marketplace;

     - our ability to reduce costs by negotiating with vendors
       for more favorable pricing;

     - the operational costs that we incur to continue to
       develop our business as a whole;

     - our ability to sell our UMC shares, when needed, and at
       reasonable prices;

     - use of financial instruments to allow us to monetize our
       long-term UMC share holdings;

     - the forbearance of the creditors of our legacy businesses
       to accept extended payment terms; and

     - pending litigation.

"We may wish to selectively pursue possible acquisitions of, or
investments in businesses, technologies or products
complementary to ours in order to expand our geographic
presence, broaden our product offerings, and achieve operating
efficiencies. We may not have sufficient liquidity, or we may be
unable to obtain additional financing on favorable terms or at
all, in order to finance such an acquisition or investment.

Adverse business or legal developments, our current debt
obligations, and continued negative cash flow from operations
may require us to raise additional financing. We may be required
to raise such additional capital, at times and in amounts, which
are uncertain, especially under the current capital market
conditions. If we are unable to acquire additional capital or
are required to raise it on terms that are less satisfactory
than we desire, it may have a material adverse effect on our
financial condition, which could require us to curtail our
operations significantly, restructure all or a portion of our
existing debt, sell significant assets, seek arrangements with
strategic partners or other parties that may require us to
relinquish significant rights to products, technologies or
markets, or explore other strategic alternatives including a
merger or sale of the company. The Company is currently a party
to certain legal proceedings. Litigation could result in
substantial expense to the Company."


SYBRON DENTAL: Consolidates Metrex and Kerr Subsidiaries
--------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD), a leading
manufacturer of value-added products for the dental and
orthodontic professions and products for use in infection
prevention, announced its fourth quarter and year to date
financial results for the fiscal year ended September 30th,
2002.  The Company also announced the consolidation of its
Metrex and Kerr subsidiaries under Kerr's management structure
in an effort to bundle all infection prevention products under a
single source to dental distribution.

                   Fourth Quarter Results

Net sales for the fourth quarter of fiscal 2002 totaled $114.9
million, compared to $121.0 million in the prior year period.  
Sybron's total internal growth rate was a negative 8.8% for the
fourth quarter, and a negative 6.8% for consumables.  Over 96%
of Sybron's sales are in consumable supplies.

Net income for the fourth quarter of fiscal 2002 was $6.9
million, compared to net income of $9.4 million in the same
period of the previous year.  Net income for the fourth quarter
of fiscal 2002 was impacted by $2.3 million (net of tax) in
restructuring charges related to the consolidation of the Metrex
subsidiary, as well as the previously announced consolidation of
the Company's European facilities into the expanded Hawe Neos
facility in Switzerland.

Pro forma net income, which excludes the impact of the
restructuring charges, was $9.2 million for the fourth quarter
of fiscal 2002.

In accordance with APB 20, all prior year comparisons reflect
the use of the first-in, first-out (FIFO) inventory accounting
methodology pursuant to the Company's previously announced
change from last-in, first-out (LIFO) to FIFO in the third
quarter of fiscal 2002.

Pro forma diluted earnings before tax effected depreciation and
amortization of intangibles including goodwill for the fourth
quarter of fiscal 2002 were $0.34 per share.  Depreciation and
amortization expense for the fourth quarter was $5.7 million.

"Overall sales levels met our revised expectations as our Kerr
and Metrex subsidiaries transitioned to new sales and marketing
strategies through dental distribution," said Floyd W. Pickrell,
Jr., Chief Executive Officer of Sybron Dental Specialties.  "As
we expected, Kerr and Metrex experienced negative internal
growth in the quarter due to our decision to discontinue our
tradition of quarter and year-end promotions to our dental
distribution partners. We believe that our distribution channel
is adjusting to our new marketing strategies, and the more
focused end-user promotions should allow us to exhibit quarterly
organic growth at Kerr on a more consistent basis.

"As a result of continued strong end-user demand in our general
dental segment and recovery of lost accounts at our Ormco
subsidiary, we believe we will return to positive overall
internal growth beginning in the first quarter of fiscal 2003,"
said Mr. Pickrell.

                   Metrex Consolidation

Sybron also announced the consolidation of the Metrex and Kerr
subsidiaries under Kerr's management structure allowing all
infection prevention products to be offered from a single
source.  Given that the dental market represents the greatest
opportunity going forward with this segment, this move will
result in a much more effective and efficient sales effort.
The Company expects that the consolidation and other
streamlining efforts will result in annual savings in the range
of $600,000-$800,000 (pre-tax).

"We continue to evaluate all aspects of the Company to determine
opportunities to enhance shareholder value," said Mr. Pickrell.  
"Metrex's performance in fiscal 2002 did not meet our
expectations given the growth opportunities available in the
infection prevention market.  We believe this market can be
better served under Kerr's management structure given their
success with the Pinnacle and SafeWave product lines, and we are
confident this move will result in increased sales from our
entire infection prevention product line."

            Fourth Quarter Financial Highlights

Pro forma earnings before restructuring charges, interest,
taxes, depreciation and amortization (adjusted EBITDA) for the
quarter were $26.7 million.  Pro forma adjusted EBITDA was 23.3%
of net sales for the quarter.  Capital expenditures were $3.5
million for the quarter.

Net trade receivables were $80.5 million and net inventory was
$89.7 million at the end of the fourth quarter.  Day sales
outstanding were 59.0 days, compared with 58.4 days at the end
of June 30, 2002, and 59.7 days at the end of September 30,
2001.  Inventory days were 161 days as compared to 155 days at
the end of June 30, 2002.  The increase in inventory days is
attributable to lower than expected sales at the Metrex
subsidiary and an inventory build related to the launch of the
Company's new curing light in the first quarter of fiscal 2003.

Please refer to the supplemental schedules provided on the
Financial Report's section of Sybron's Investor Relations web
site at http://www.sybrondental.com/investors/pubs.htmlthat  
detail the calculation of the Company's DSOs and inventory days.

Sybron's average credit facility debt outstanding for the
quarter was approximately $338.4 million and the Company's
average interest rate on the debt was 6.01%.  The Company paid
down $22.5 million of debt in the fourth quarter and total debt
outstanding was approximately $340.8 million at September 30,
2002.

Following the significant debt reduction in the fourth quarter,
cash and cash equivalents were $12.7 million at September 30,
2002.  The Company expects to utilize excess cash flow from
operations and its cash balances to continue to pay down debt
unless a more attractive opportunity presents itself.

Gross margins in the fourth quarter of 2002 were 55.0%, compared
with 55.5% in the fourth quarter of 2001 and 56.4% in the third
quarter of 2002. Gross margins were negatively impacted by the
lower level of sales at the Kerr and Metrex subsidiaries and
unabsorbed overhead at the production facilities of the Ormco
subsidiary.  Excluding restructuring charges, operating income
for the fourth quarter of 2002 was $21.4 million, compared to
$26.6 million in the fourth quarter of 2001.  Research and
development expenditures were $2.4 million in the fourth quarter
of 2002, compared to $2.4 million in the same period in the
prior year.  R&D expenses were approximately 2.1% of sales in
the fourth quarter of 2002.

              Fiscal 2002 Financial Highlights

For the full fiscal year 2002, net sales were $456.7 million, an
increase of 3.9% over the $439.5 million in fiscal 2001.  
Internal growth in fiscal 2002 was a negative 1.4%.

Net income for fiscal 2002 was $31.6 million, compared to net
income of $37.6 million in the previous fiscal year.

Pro forma earnings before restructuring charges and one-time
charges related to the Company's refinancing of its credit
facility, was $41.8 million in fiscal 2002.

For the full fiscal year 2002, Sybron generated $54.7 million in
cash flow from operations.

                           Outlook

For the first quarter of fiscal 2003, Sybron expects revenue of
approximately $110 million, with organic revenue growth greater
than 5%, and fully diluted earnings per share to range from
$0.23 to $0.25.  The Company also believes that it will meet the
current consensus analyst estimates for full fiscal year 2003
earnings per share.

"We believe that the actions we took in the second half of 2002
addressed a number of issues that were negatively impacting our
performance and will enable us to profitably grow the business
going forward," said Mr. Pickrell. "Although fiscal 2002 was
disappointing in many respects, we continued to grow our market
share in a number of large, high margin product areas in the
general dental market, such as composites and bonding agents.  
Our success in these core areas creates an excellent foundation
upon which to build, and we have a number of innovative new
products being introduced in 2003 -- such as a new standard in
LED curing lights -- that we believe will help us expand our
penetration of existing customers.

"We are also seeing signs that the global orthodontic market is
returning to its historical levels of growth, with high-end
brackets representing the fastest growing segment.  Due to
manufacturing and supply chain issues in fiscal 2002, we were
not able to consistently produce our high-end brackets in
sufficient quantities to capitalize on this opportunity.  We
believe we have remedied these issues, and as the year
progresses, we believe we will be able to meet the demand that
exists for our most popular brackets.  In mid-fiscal 2003, we
expect to introduce a self-ligating appliance in the .018 slot
size, which will open up a significant additional market
opportunity for us.  With our production issues resolved, the
new and enhanced products scheduled for introduction, and the
continued maturation of our sales force, we expect to see
improved results from Ormco in fiscal 2003.

"The general dental, orthodontic and infection prevention
markets are showing resilience in the face of challenging
economic conditions and creating an environment conducive for
growth.  We believe that we have taken the appropriate steps
internally to more effectively leverage our premier brands,
exceptional reputation with dental practitioners, and track
record of product innovation to result in greater returns for
our shareholders," said Mr. Pickrell.

The subsidiaries of Sybron Dental Specialties are leading
manufacturers of value-added products for the dental and
orthodontic professions and products for use in infection
control.  The primary subsidiaries of Sybron Dental are Kerr and
Ormco.  Kerr Corporation develops, manufactures, and sells
through independent distributors a comprehensive line of
consumable general dental and infection prevention products to
the dental industry worldwide.  Ormco develops, manufactures,
markets and distributes an array of consumable orthodontic and
endodontic products worldwide.

                         *   *   *

As previously reported, Standard & Poor's assigned a single-'B'
rating to Sybron Dental Specialties Inc.'s proposed $150 million
10-year senior subordinated notes. Sybron, a leading
manufacturer of professional dental products, plans to use the
proceeds from this offering to repay bank debt and lengthen its
maturity schedule. At the same time, Standard & Poor's assigned
a double-'B'-minus rating to Sybron's $350 million dollar senior
secured credit facility. Total rated debt outstanding for the
company is approximately $360 million.

The speculative-grade ratings on Sybron reflect its position as
a leading manufacturer of professional dental products, offset
by the challenges of effectively operating its expanding
business while shouldering debt associated with its late-2000
spin-off.


TAUBMAN: S&P Revises Outlook on BB+ Rating to Watch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Taubman
Centers Inc., and Taubman Realty Group L.P., on CreditWatch
Developing. The outlook on the rating was previously stable. The
CreditWatch placement impacts roughly $200 million in rated
preferred stock, and is in response to the recent unsolicited
offer from Simon Property Group Inc. ('BBB+'/Watch Neg).

The CreditWatch designation is warranted because Standard &
Poor's believes that the credit implications of a potential
transaction could be negative, positive, or neutral depending
upon which scenario and/or suitor ultimately prevails and which
financing structure employed. Taubman management has formally
rebuffed Simon's initial offer.

The ratings on Bloomfield Hills, Michigan-based Taubman were
lowered in June 2002 as a result of the combined impact of
recently completed, but not yet stabilized, development
projects, and a weaker retail leasing environment on the
company's financial profile, including debt service coverage
measures and general financial flexibility. The revised ratings
are supported by Taubman's experienced management team and a
seasoned existing portfolio of highly productive regional and
super-regional malls. This portfolio includes 20 regional malls,
encompassing more than 22 million square feet, including the
recently completed Mall at Millenia in Orlando, Florida Standard
& Poor's will monitor developments to assess the likelihood of a
transaction actually occurring and the method by which such a
transaction would ultimately be financed.
   
           Ratings Placed On Creditwatch Developing
   
         Taubman Centers Inc./Taubman Realty Group L.P.
   
                                          Rating
                                    To             From

* Corporate Credit Rating           BB+/Watch Dev  BB+/Stable

* $200 million 8.3% cum redeem
  pref stk ser A                    B+/Watch Dev   B+/Stable


TENDER LOVING CARE: Seeks Nod to Use Lenders' Cash Collateral
-------------------------------------------------------------
Tender Loving Care Health Care Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Eastern
District of New York for authority to use their Lenders' Cash
Collateral until January 31, 2003.

The Debtors recognize that there are two groups of Lenders who
may wish to assert interest against the Debtors:  

(1) NCFE Entities composed of NPF XII, Inc., National Premier
     Financial Services, Inc., and National Century Financial
     Enterprises, Inc., asserting approximately $135 million
     owed; and

(2) a Swiss Syndicate asserting $57.5 million in claims.

All cash and accounts in the Debtors' possession or in which the
Debtor has an interest, constitute Cash Collateral in which the
Secured Parties have an asserted interest within the meaning of
section 363 of the Bankruptcy Code.

The Debtors argue that use of the Lenders' Cash Collateral is
essential to their continued operations.  The Debtors' current
business plan includes the initial stabilization of the Debtors'
cash management system, reduction of expenses and the
restructuring of their operations around their proven health
care service business.

The Debtors concede that this reorganization strategy cannot be
implemented without the use of the Lenders' Cash Collateral.  
They have immediate cash needs that must be met if they are to
continue to operate as active business entities.

Access to sufficient Lenders' Cash Collateral will allow the
Debtors to meet the demands of weekly payroll and related
expenses, and obtain materials and supplies which are required
for the performance of health care services.

Consequently, the Debtors want to use Lenders' Cash Collateral
to pay those actual, necessary ordinary course operating
expenses in accordance with this Budget:

                                   Week Ending
                                   -----------
                          15-Nov  22-Nov  29-Nov  6-Dec
                          ------  ------  ------  -----
   Cash Receipts          4,333   4,833   4,833   4,833
   Cash Disbursements     5,933   4,833   4,833   4,834
   Beginning Cash         1,600       0       0       0
   Ending Cash                0       0       0       0

                          13-Dec  20-Dec  27-Dec  3-Jan
                          ------  ------  ------  -----    
   Cash Receipts          4,833   4,096   4,111   4,111
   Cash Disbursements     4,833   4,096   4,111   4,111
   Beginning Cash             0       0       0       0
   Ending Cash                0       0       0       0

                          10-Jan  17-Jan  24-Jan  31-Jan
                          ------  ------  ------  ------
   Cash Receipts          4,111   4,111   4,111   4,111
   Cash Disbursements     4,111   4,110   4,111   4,112
   Beginning Cash             0       0       0       0
   Ending Cash                0       0       0       0

To provide the Lenders with adequate protection, the Debtors
propose that the Lenders be granted valid, perfected, and
enforceable liens upon and security interests in all of the
types of property coming into existence after the Petition Date.  

The Debtors ask the Court to schedule a final hearing on or
about December 2, 2002, to consider entry of a final order
permitting continued use their Lenders' Cash Collateral.

Tender Loving Care, through its subsidiaries, affiliates and
franchisees are collectively the second largest provider of
Medicare-reimbursed home health care services in the United
States, filed for chapter 11 protection on November 8, 2002.  
Ian R. Winters, Esq., Tracy L. Klestadt, Esq., at Klestadt
Winters LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of more than $50 million
and estimated debts of more than $100 million.


TENERA INC: September 30 Balance Sheet Upside-Down by $143K
-----------------------------------------------------------
TENERA, Inc., (AMEX:TNR) announced revenue for the third quarter
ended September 30, 2002 of $3.2 million with a net loss of $1.6
million, compared to revenue of $4.4 million with a net loss of
$600 thousand in the comparable period of 2001.

Revenue for the nine months ended September 30, 2002 was $10.8
million with a net loss of $4.0 million compared to revenue of
$15.6 million with a net loss of $1.8 million in the comparable
period of 2001.

Professional and Technical Services Segment revenue for the
three and nine-month periods ended September 30, 2002 decreased
30% and 34%, respectively, ($1.2 million and $5.0 million,
respectively) from the same periods in 2001, primarily due to a
lower allocation of work to the Company at the Department of
Energy's Rocky Flats Environmental Technology Site. Revenue in
the e-Learning Segment decreased slightly in the quarter ended
September 30, 2002, as compared to the same period in 2001,
mainly due to a lower amount of custom course sales. However, e-
Learning Segment revenue increased by $218,000 in the nine month
period ended September 30, 2002, primarily as a result of a
greater number of new clients. Consolidated gross margin
decreased to 8% and 9%, respectively, in the three and nine
month periods ended September 30, 2002 from 20% and 22%,
respectively, in the same periods of 2001, mainly due to client-
mandated lowered labor billing rates for the ongoing Rocky Flats
Contract activity, increased integration expenditures related to
the SmartForce e-Learning strategic partnership agreement, and
higher employee healthcare costs. General and administrative
costs, in the three and nine month periods ended September 30,
2002, were lower 16% and 21%, respectively, compared to a year
ago, primarily reflecting furloughing non-essential personnel
under a plan implemented in August 2001. In the third quarter of
2002, the Company recorded an impairment charge of $350,000
related to the write-off of certain internally developed
training course assets in its e-Learning Segment deemed to be
obsolete or that represent little, if any, future economic
benefit.

Contracted backlog for current, active projects totaled
approximately $6.9 million as of September 30, 2002, down from
$13.9 million at December 31, 2001. The Professional and
Technical Services and e-Learning segments account for $4.0
million and $2.9 million, respectively, of the backlog at
September 30, 2002. During the third quarter of 2002, the
Company received written contracts and orders having an
estimated value of approximately $1.2 million; $.7 million
associated with the Professional and Technical Services Segment,
$.5 million in new e-Learning Segment contracts.

Cash and cash equivalents increased by $14,000 during the first
nine months of 2002. The increase was due to the sale of
convertible debentures ($1,500,000), mostly offset by cash used
by operations ($1,466,000), and net acquisition of property and
equipment ($20,000). Management believes that cash expected to
be generated by operations of the Professional and Technical
Services Segment, projected cash generated from collection of e-
Learning Segment outstanding trade receivables at September 30,
2002, new e-Learning sales closed at the end of the third
quarter of 2002, and expected new e-Learning sales during the
fourth quarter of 2002, as well as from the successful closure
of additional private placement financing currently being sought
for its e-Learning subsidiary, should be sufficient to enable
the Company to support its operations through the next twelve
months.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $1.1 million, and a total
shareholders' equity deficit of about $143,000.

Robert McKay, TENERA's Chief Executive Officer, commented on the
results: "Despite the national economic downturn's impact on our
expected growth in 2002, we believe continued commitment to
providing industry-leading and cost-effective, environmental,
safety, and health web-based compliance solutions to our
existing and new e-Learning clients is essential to
reestablishing an increase in shareholder value. Therefore, a
significant amount of our strategic efforts are focused on
furthering the integration of business development partnerships
that we anticipate will broaden the audience for the Company's
e-Learning compliance solutions. At the same time, we continue
to apply our ES&H expertise in the remediation efforts at U.S.
government facilities, and various environmental and ecological
programs associated with several power generation facilities
throughout the Western states."

TENERA, Inc., in business for over 25 years, provides web-based
e-Learning solutions, and professional and technical services
relating to Environmental, Safety and Health (ES&H) programs.
Through its subsidiaries with offices in California, Colorado
and Tennessee, and its GoTrain.net(TM) ES&H compliance-driven e-
Learning web site, the Company provides a broad range of
training and services to solve complex management, engineering,
and ES&H issues associated with management of federal government
properties, energy assets, petrochemical and manufacturing
concerns.


THERMADYNE: Files Reorganization Plan & Disclosure Statement
------------------------------------------------------------
Thermadyne Holdings Corporation has filed a plan of
reorganization and a related disclosure statement with the
Bankruptcy Court.  

The plan provides for a substantial reduction of the Company's
long-term debt.

Under the plan, which is subject to confirmation by the
Bankruptcy Court before it becomes effective, the Company's
total debt would aggregate approximately $220 million, versus
the nearly $800 million in debt and $79 million in preferred
stock when the Company filed for Chapter 11 protection in
November 2001. Following approval by the Bankruptcy Court, which
is expected to occur early next year, the plan will be
distributed to Thermadyne's creditors for voting.

"As we have always emphasized, a burdensome debt load, and not
operational issues caused Thermadyne to file for protection
under Chapter 11," explained Karl Wyss, chairman and chief
executive officer. "The plan we filed [Mon]day will keep
Thermadyne together as a unified company and removes any
concerns about Thermadyne's financial viability. It allows us to
focus on the business and capitalize on the strengths of our
market leading brands."

Wyss continued, "Our optimism for the future isn't based solely
on a much-improved financial position. As we have worked our way
through the Chapter 11 process, we have achieved significant
progress on several operational fronts including modernizing our
factories and upgrading our IT systems."

The plan provides for the issuance of approximately 13.3 million
new common shares. Certain of Thermadyne's secured lenders would
provide a new working capital facility to the company upon
emergence from bankruptcy. The plan calls for banks to own 95%
of Thermadyne stock and continue to hold about $180 million in
long-term bank debt. The remaining 5% of Thermadyne stock will
be owned by a group of bond holders. The plan also contains a
provision for current bond holders to move into a majority-owner
position by purchasing at least 85% of the bank's stake.
Preferred and common stock outstanding before the filing for
Chapter 11 protection would be cancelled.

Thermadyne, headquartered in St. Louis, is a leading
multinational manufacturer of cutting and welding products and
accessories. For more information, contact James H. Tate, Senior
Vice President and Chief Financial Officer, at 314.746.2107.


TREND HOLDINGS: Signs-Up Pachulski Stang as Bankruptcy Attorneys
----------------------------------------------------------------
Trend Holdings, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Pachulski, Stang, Ziehl, Young & Jones PC, as
their bankruptcy counsel with regard to the filing and
prosecution of their chapter 11 cases.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates
are:

          Laura Davis Jones         $550 per hour
          Brad R. Godshall          $480 per hour
          Jeffrey W. Dulberg        $330 per hour
          Christopher J. Lhuilier   $260 per hour
          Edward C. Tu              $225 per hour
          Marta C. Wade             $120 per hour
          Cheryl A. Knotts          $120 per hour

Pachulski Stang is expected to:

     a) provide legal advice with respect to their powers and
        duties as debtors in possession in the continued
        operation of their businesses and management of their
        properties;

     b) prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

     c) prepare on behalf of Debtors necessary applications,
        motions, answers, orders, reports and other legal
        papers;

     d) appear in Court and protect the interests of the Debtors
        before the Court; and

     e) perform all other legal services for the Debtors which
        may be necessary and proper in these proceedings.

Trend Holdings, Inc., and its debtor-affiliates process
plastics, stamp metal and perform electromechanical assembly of
electronic enclosures in facilities around the world.  The
Company filed for chapter 11 protection on November 7, 2002.
Laura Davis Jones, Esq., and Christopher James Lhulier, Esq., at
Pachulski Stang Ziehl Young & Jones PC represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million.


TRIPATH TECHNOLOGY: Transfers Listing to Nasdaq SmallCap Market
---------------------------------------------------------------
Tripath Technology Inc., (Nasdaq:TRPH) creators of Class-T(TM)
advanced 1-bit Digital Audio Amplifiers, has been approved to
transfer the listing of its common stock from The Nasdaq
National Market to The Nasdaq SmallCap Market. Tripath's common
stock was transferred to The Nasdaq SmallCap Market at the
opening of business Tuesday, November 19, 2002, and will
continue to trade under the ticker symbol TRPH.

The Company will have until February 10, 2003 to meet the $1.00
minimum bid price requirement to remain listed on The Nasdaq
SmallCap Market. The Company may also be eligible for an
additional 180 day grace period after February 10, 2003 provided
that it meets the initial Nasdaq SmallCap Market listing
criteria. Furthermore, the Company may be eligible to transfer
back to The Nasdaq National Market if by August 8, 2003 the
Company's bid price per share maintains the $1.00 per share
requirement for 30 consecutive trading days and have maintained
compliance with all other continued listing requirements of the
Nasdaq National Market.

Based in San Jose, California, Tripath Technology is a fabless
semiconductor company that focuses on providing highly efficient
power amplification to the digital media and electronics
markets, DSL markets and RF markets. Tripath has created a
patented technology called Digital Power Processing(TM), which
combines modern advances in digital signal processing and power
processing. Tripath's current customers include consumer
electronic and computer companies, such as Sony, Aiwa,
Panasonic, Denon, Hitachi, Blaupunkt and Apple Computer; as well
as DSL communications equipment providers, such as Alcatel, who
use Tripath's power efficient line drivers for central office
applications. For more information please visit the Company's
Web site at http://www.tripath.com/

                           *    *    *

                    Going Concern Uncertainty

In its Form 10-Q filed on November 13, 2002, the Company
reported:

"We have a history of losses, expect future losses and may never
achieve or sustain profitability.

"As of September 30, 2002, we had an accumulated deficit of
$169.5 million. We incurred net losses (before charge for
beneficial conversion feature of $14.9 million) of approximately
$16.5 million in the nine months ended September 30, 2002, $27.0
million in 2001, $41.3 million in 2000 and $31.7 million in
1999. We expect to continue to incur net losses and these losses
may be substantial. Furthermore, we expect to generate
significant negative cash flow in the future. We will need to
generate substantially higher revenue to achieve and sustain
profitability and positive cash flow. Our ability to generate
future revenue and achieve profitability will depend on a number
of factors, many of which are described throughout this section.
If we are unable to achieve or maintain profitability, we will
be unable to build a sustainable business. In this event, our
share price and the value of your investment would likely
decline and the Company might be unable to continue as a going
concern.

"We may need to raise additional capital to continue to grow our
business.

"Because we have had losses we have funded our operating
activities to date from the sale of securities, including our
most recent financing in January 2002. Additionally, in July
2002 we put in place a $10 million revolving line of credit
whose availability is dependent on meeting certain loan
covenants. We believe that, taking into account our recent
financings and cost cutting measures and anticipated future burn
rate, our existing cash and cash equivalent balances, together
with cash generated by our operations, if any, will be
sufficient to fund operations for at least the next twelve
months. However, in order to grow our business significantly, we
will likely need additional capital. We cannot be certain that
any such financing will be available on acceptable terms, or at
all. Moreover, additional equity financing, if available, would
likely be dilutive to the holders of our common stock, and debt
financing, if available, would likely involve restrictive
covenants. If we cannot raise sufficient additional capital, it
would adversely affect our ability to achieve our business
objectives and to continue as a going concern. As a result of
these circumstances, our independent accountants' opinion on our
2001 consolidated financial statements includes an explanatory
paragraph indicating that these matters raise substantial doubt
about our ability to continue as a going concern.

"We may not be able to pay our debt and other obligations, which
would cause us to be in default under the terms of our credit
facility, which would result in harm to our business and
financial condition."


UNITED AIRLINES: Parent Establishes Labor Cost Savings Plan
-----------------------------------------------------------
UAL Corporation (NYSE: UAL), the holding company whose primary
subsidiary is United Airlines, has established a labor cost
savings plan for its salaried and management employees. In
addition, the company announced that in connection with and upon
implementation of the financial recovery program, it plans to
issue stock options to all employees participating in that
program.

             Company Adopts Recommendation of Salaried
                    and Management Employees

Under the recommendation presented by the System Roundtable and
adopted by the company, salaried and management employees will
contribute approximately $1.3 billion in wage reductions and
productivity improvements to United's recovery over the five-
and-one-half years of the program. Included in the program are a
reduction of actual wages for employees, excluding officers, of
between 2.8 and 10.7 percent, as well as forgone 2002 planned
merit salary increases. If forgone 2002 merit raises were
included, the reductions would range from 5.2 and 15.3 percent.
Employees at the low end of the salary range will contribute the
least.

These changes are scheduled to take effect on the same date for
all other employee groups participating in the financial
recovery program, currently expected to be December 1, 2002.

While SAM employees are not part of the United Airlines Union
Coalition, this plan is consistent with the framework agreed
upon by the coalition and the company.

Commenting on the plan, UAL chairman, president and chief
executive officer Glenn F. Tilton said, "I want to thank
salaried and management employees for their contribution to our
recovery and their loyalty to our company. With their help, we
move one step closer to reaching our $5.8 billion labor-cost
reduction target."

The company also announced that it is finalizing the terms of an
officer contribution to the financial recovery program, which is
subject to review and approval by the compensation committee of
the board of directors. In a message to employees today, Tilton
said that "officer participation will be appropriately
significant."

Negotiations on labor cost savings with the International
Association of Machinists are continuing. The company hopes to
reach a tentative agreement with the IAM soon. With this
announcement, all other employee groups have reached tentative
agreements with the company.

              Additional Stock Options to be Issued
          in Connection with Financial Recovery Program

As part of its financial recovery program and in connection with
planned employee wage reductions, UAL plans to issue stock
options to all employees participating in the financial recovery
program representing 30 percent of UAL's fully diluted common
stock post-issuance (assuming all employee groups participate in
the financial recovery program and disregarding stock options
with an exercise price in excess of $20). Based on the number of
shares currently outstanding and commitments to issue shares,
this amounts to approximately 52 million shares.

The company said that the proposal to issue stock options to
employees participating in the recovery program has enabled
United to achieve the tentative labor cost savings needed to put
the company on more stable financial footing and decrease the
prospects of a court-supervised restructuring. If the company is
able to avoid Chapter 11, the issuance will have preserved
equity value for all shareholders.

Normally, the issuance of these stock options would require
shareholder approval under the Shareholder Approval Policy of
the New York Stock Exchange (NYSE). An exception to that policy
provides that a company may forgo shareholder approval if the
delay associated with obtaining it would seriously jeopardize
the financial viability of the company. The Audit Committee of
the UAL board of directors has determined that the delay
resulting from the process of securing shareholder approval for
the issuance of the stock options would seriously jeopardize
United's financial viability.

As a result, the Audit Committee, in accordance with the
exception to the NYSE's policy, approved the company's request
not to seek the shareholder approval for the issuance of the
stock options that otherwise would have been required. The NYSE
has accepted the company's reliance on the exception to issue
approximately 52 million shares. United will be mailing a letter
to all shareholders notifying them of its intention to issue
these options without seeking their approval.

Implementation of United's financial recovery program is
conditioned upon the closing of a loan facility for the company
guaranteed in part by the Air Transportation Stabilization
Board, satisfactory participation by employee groups in the
recovery program and respective union membership ratification.

United operates nearly 1,800 flights a day on a route network
that spans the globe. News releases and other information about
United may be found at the company's Web site at
http://www.united.com


UNITED AIRLLINES: Pilots Ratify Changes to Labor Arrangement
------------------------------------------------------------
The United Master Executive Council of the Air Line Pilots
Association, International announced that the pilots of United
Airlines have overwhelmingly ratified changes to the pilot labor
agreement in connection with United's Economic Recovery Plan.

The pilot agreement is a critical component of a $5.8 billion
labor savings program that will help qualify the airline for a
federal loan guarantee through the Air Transportation
Stabilization Board.

Approximately 80% of the eligible United pilot group cast votes
on the new labor agreement, which was approved by a vote of 6526
to 340.

The pilot agreement will provide the company with more than $2.2
billion cash savings over a five-and-one-half year period. The
new labor agreement will only become effective upon the
ratification of recovery agreements by the Company's other labor
groups and United's receipt of an ATSB loan guarantee on terms
reasonably acceptable to the pilots' union.

"We are gratified that the overwhelming majority of the pilot
group has rallied around an out-of-court restructuring program,"
said Captain Paul Whiteford, chairman of the Master Executive
Council of United pilots. "The recovery program is the best and
only realistic course of action for United. This pilot vote is
the strongest possible statement of the pilots' commitment to
stabilizing United and returning the carrier to profitability."

Under the new labor agreement, pilot wage rates will be reduced
by 18% on the effective date of the Economic Recovery Plan.


US AIRWAYS: Confirms RSA as Equity Sponsor for Chapter 11 Plan
--------------------------------------------------------------
US Airways Group, Inc., has officially designated The Retirement
Systems of Alabama (RSA) as equity sponsor for the company's
plan of reorganization, following a bidding procedure previously
approved by the U.S. Bankruptcy Court.

"Designation of RSA as equity sponsor reaffirms our commitment
to a 'fast-track' emergence from bankruptcy and a successful
restructuring of our business," said David Siegel, president and
chief executive officer of US Airways.  "RSA has demonstrated a
strong commitment to our vision for a reorganized and highly
competitive airline, and our management team looks forward to
working with them as we chart a path for success and
profitability."

The formal selection of RSA as the equity sponsor for US
Airways' reorganization has been endorsed by the Committee of
Unsecured Creditors appointed by the Court to represent the
interests of creditors during the reorganization.  The RSA
investment is subject to customary conditions to closing, as
well as the company's achievement of certain financial and
operational benchmarks.

On Aug. 11, 2002, the company filed its voluntary petitions for
Chapter 11 reorganization in the U.S. Bankruptcy Court for the
Eastern District of Virginia in Alexandria.  As previously
announced in September, RSA agreed to invest $240 million for
approximately 37.5 percent ownership interest in the
restructured US Airways.  This percentage of equity ownership is
subject to change based upon definitive agreements in the final
plan of reorganization. RSA has underwritten a $500 million
debtor-in-possession (DIP) financing facility.  So far, the
airline has drawn $300 million on the $500 million DIP
loan.  The remaining $200 million can be accessed when US
Airways meets certain remaining stipulations for a $900 million
federal guarantee of a $1 billion loan, which has been given
conditional approval by the Air Transportation Stabilization
Board.  RSA also continues to hold approximately $340 million of
debt obligations related to US Airways' aircraft.

On Sept. 26, 2002, Judge Stephen S. Mitchell approved RSA's
proposed investment agreement and the terms for a competitive
bidding process in order to allow the airline to consider higher
or otherwise better equity investment offers.  US Airways said
today that no other competing bids were received by the deadline
of Nov. 15, 2002, set by the court.  The company expects to file
its disclosure statement and plan of reorganization in mid-
December 2002, and currently anticipates its emergence from
Chapter 11 in the first quarter of 2003.


US AIRWAYS: Has Until March 31 to Remove Prepetition Actions
------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates obtained
extension of their Removal Period. The Court gave the Debtors
until March 31, 2003, to determine which state court actions
they will remove to the Bankruptcy Court for continued
litigation and resolution.


VALENTIS INC: Balance Sheet Insolvency Reached $14MM at Sept. 30
----------------------------------------------------------------
Valentis, Inc., (Nasdaq: VLTS) announced results for its first
quarter ended September 30, 2002.

The Company reported revenues for the first quarter of fiscal
2003 of $0.34 million, with net loss applicable to common
stockholders of $5.7 million compared to a net loss applicable
to common stockholders of $8.7 million on revenue of $1.7
million for the corresponding period of the prior year.

Research and development expenses for the quarter ended
September 30, 2002 decreased to $2.9 million from $6.3 million
for the corresponding period in the prior year. The decrease was
attributable primarily to savings resulting from the
implementation of a corporate restructuring in January 2002 that
reduced preclinical product development efforts and suspended
clinical programs in oncology.

General and administrative expenses for the quarter ended
September 30, 2002 increased to $2.4 million from $2.2 million
for the corresponding period in the prior year. The increase was
attributable primarily to increased professional fees in the
quarter ended September 2002, and was partially offset by
savings resulting from the reduction of general and
administrative staff associated with our corporate restructuring
in January.

On September 30, 2002, Valentis had $12.1 million in cash, cash
equivalents and investments, compared to $19.1 million on June
30, 2002. The decrease of $7.0 million in cash, cash equivalents
and investments as compared to June 30, 2002 was attributed
primarily to funding the Company's operations.

Valentis recorded $1.4 million for amortization of goodwill and
other acquired intangible assets for the quarter ended September
30, 2001, which was associated with the acquisitions of
GeneMedicine Inc., in fiscal 1999 and PolyMASC Pharmaceuticals
plc in fiscal 2000. The Company adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible
Assets, on July 1, 2002. As of June 30, 2002, the Company had
approximately $409,000 of goodwill, which is no longer being
amortized in accordance with SFAS 142. The Company will assess
goodwill for impairment on at least an annual basis and will
record any impairment charge in the period of assessment. The
Company expects to complete an initial impairment analysis in
the quarter ended December 31, 2002.

In September 2002, Valentis made a required dividend payment to
holders of the Company's Series A redeemable convertible
preferred stock. The dividend obligation was met through the
issuance of 24,322 shares of common stock and cash payments of
approximately $373,000.

In the Company's September 30, 2002 balance sheet, it recorded a
total shareholders' equity deficit of close to $14 million, up
from a deficit of about $7.7 million as recorded at June 30,
2002.

             Business update and recent developments

Our lead product is composed of our proprietary Del-1 gene and
one of our proprietary polymer delivery systems. This product
targets vascular disease, the most common cause of mortality and
morbidity in the western world. It mechanism of action, the
creation of new blood vessels, is very novel. We have dosed five
of the projected six patient cohorts in our ongoing clinical
trial in peripheral arterial disease and we are preparing to
dose the last cohort. We intend to initiate the critical phase
II clinical trial for this product in the second quarter of
2003. Our next clinical target for this product is ischemic
heart disease and the next milestone for that indication will be
filing of the IND.

On October 8, 2002, Valentis announced a corporate restructuring
that further reduced our staff and planned expenditures to allow
the Company to focus its development on two lead products: 1)
Del-1 gene medicine for the treatment of peripheral arterial
disease (PAD) and ischemic heart disease and, 2) EpoSwitch(TM),
its lead GeneSwitch(R) product for the treatment of chronic
anemia. As a result of this restructuring, we expect to reduce
our cash expenditures to approximately $7 million per year.

On November 13, 2002, Valentis announced that the Nasdaq Listing
Qualifications Panel had determined to continue the listing of
the Company's securities on The Nasdaq National Market while the
Company executes its plan to reestablish compliance with
Nasdaq's continued listing criteria. Additionally, the Company
announced it had reached agreements with all holders of its
Series A preferred stock whereby the holders agreed to convert
all the outstanding shares of Series A preferred stock to common
stock and waive certain rights with respect to the Series A
preferred stock. This conversion, along with a proposal to
effect a reverse split of the Company's common stock, is subject
to approval by shareholders.

Regarding Valentis' outstanding patent infringement lawsuit
against ALZA Corporation (which was subsequently acquired by
Johnson & Johnson Inc.), a trial date is set for December 2002.

Additional information is available by reference to our
Quarterly Report on Form 10-Q for the period ended September 30,
2002 as filed with the Securities and Exchange Commission.

Valentis is converting biologic discoveries into innovative
products. Valentis has three product platforms for the
development of novel therapeutics: the gene medicine,
GeneSwitch(R) 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 EpoSwitch(TM)
therapeutic for anemia is the lead product for the GeneSwitch(R)
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 PINC(TM) 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  


VECTOUR: Wants More Time to Solicit Acceptances of Ch. 11 Plan
--------------------------------------------------------------
VecTour Inc., and its debtor-affiliates want to further extend
their exclusive time to solicit acceptances of their Chapter 11
Plan from creditors.  The Debtors remind the U.S. Bankruptcy
Court for the District of Delaware that they have filed a plan
and a proposed disclosure statement for the Court's
consideration.  A hearing to consider approval of the Disclosure
Statement is scheduled for November 25, 2002. The Court has not
yet scheduled a hearing to consider confirmation of the Plan.

The Debtors request that the Court extend the Exclusive
Solicitation Period through:

     (i) January 30, 2003, or

    (ii) if the Court schedules the Confirmation Hearing to
         occur later than January 23, 2003, to the date which is
         one week after the Confirmation Hearing is concluded.

The Debtors are asking for an additional week to give them time
to finalize and submit any proposed confirmation order that may
need to be amended after the Confirmation Hearing.

The impact of terminating exclusivity at this stage, however,
could be potentially disastrous.  If the Debtors were to attempt
to confirm a plan without the support of either the Bank Group
or the Committee, the results would be much more expensive for
the estates than the results of a consensual plan.

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.


VICWEST: Wants Extension of Default Waivers Under Credit Pacts
--------------------------------------------------------------
Vicwest Corporation continues to be in constructive discussions
with the lenders under its senior credit facilities and with the
holders of approximately 65% of the outstanding principal amount
of its senior subordinated notes to provide an overall solution
relating to previously announced events of default.

Vicwest is seeking a three month extension of the previously
announced waiver of events of default by the lenders under the
senior credit facilities and a three month extension of the
undertakings of such holders of senior subordinated notes not to
support any exercise of remedies in respect of the event of
default concerning the notes. The subordinated notes of Vicwest
are listed on the TSX Venture Exchange under the symbol MGT.DB.


VISKASE COMPANIES: Q3 2002 Operation Loss Jumps to $3 Million
-------------------------------------------------------------
Viskase Companies, Inc., (VCIC) announced results for the third
quarter 2002.

Net sales were $48.7 million for the three months ended
September 30, 2002, a slight increase from the same period of
2001 of $48.5 million. Net sales were $138.4 million for the
nine months ended September 30, 2002, a decrease of 3.3% from
the same period of 2001 of $143.0 million. Lower nine month
sales results continue to reflect reduced worldwide selling
prices for the Company's cellulose casings, offset by the
strengthening Euro against the United States Dollar that
positively benefited net sales. Third quarter sales were
comparable to the prior year quarter due to the effects of the
strengthening Euro against the United States Dollar offset by
continuing price pressure in the industry.

Operating loss for the three months ended September 30, 2002,
was $2.9 million compared with an income of $.6 million for the
same period of 2001. The third quarter operating loss is the
result of $2.4 million of expense associated with the
reorganization plan included within Selling, General, and
Administrative Expenses on the Income Statement, and higher
costs associated with employee benefit plans, principally due to
declines in the equity markets. Operating income loss for the
nine months ended September 30, 2002, was $.7 million compared
with a loss of $4.6 million for the same period of 2001. The
nine month operating income includes a net restructuring income
of $6.1 million recognized in the second quarter of 2002. The
restructuring income is the result of a reversal of $9.3 million
of excess reserve from the year 2000 representing a negotiated
reduction in Nucel(R) technology third party license fees,
offset by a second quarter 2002 restructuring charge of $3.2
million. Additionally, the third quarter and the nine month
operating income amounts include the $2.4 million of expense
associated with the reorganization plan. Operating loss for the
first nine months of 2002, excluding the net restructuring
income of $6.1 million and the reorganization expense of $2.4
million, was $3.0 million. This compares favorably to the
operating loss for the comparable prior year period of $4.6
million. The improvement in the operating loss results primarily
from operating efficiencies from previous cost saving measures,
reduced raw material and energy costs.

Net loss for the three months ended September 30, 2002 was $8.7
million compared with the same period of 2001 of $4.7 million.
Net loss for the nine months ended September 30, 2002 was $15.4
million compared with the same period of 2001 of $13.6 million.
The net income for the nine months ended September 30, 2002
included restructuring income of $6.1 million, and a loss of  
$2.4 million of reorganization expense. The net loss for the
nine months ended September 30, 2001 included both an
extraordinary gain on early extinguishment of debt of $8.1
million and a gain of the disposal of a discontinued operation
related to the sale of the Films Business of $3.2 million.

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


VISKASE COMPANIES: Wants to Hire Milbank Tweed as Attorneys
-----------------------------------------------------------
Viskase Companies, Inc., asks for authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to retain
Milbank, Tweed, Hadley & McCloy LLP as its bankruptcy attorneys.

The Debtor relates to the Court that it has retained Milbank
Tweed for the past two years in connection with various matters.
Milbank Tweed has become familiar with the Debtor's business
operation and capital structure.  Accordingly, the Debtor is
confident that Milbank Tweed is particularly well-suited to
represent it in this bankruptcy case.

The Debtor expects Milbank Tweed to:

     a) advise the Debtor of its rights, powers, and duties as a
        debtor and debtor in possession;

     b) advise the Debtor concerning actions that it might take
        to collect and recover property for the benefit of its
        estate;

     c) prepare all necessary and appropriate applications,
        motions, draft orders, other pleadings, noticed,
        schedules, and other documents, and review all financial
        and other reports to be filed in the Debtor's case;

     d) advise the Debtor concerning and prepare responses to,
        applications, motions, other pleadings, noticed and
        other papers that may be filed and served in the Debtors
        case;

     e) review the nature and validity of any liens asserted
        against the Debtor's property and advise the Debtor
        concerning the enforceability of those liens;

     f) advise and assist the Debtor in connection with the
        formulation, negotiation, distribution, and confirmation
        of a plan of reorganization and related documents;

     g) advise and assist the Debtor in connection with any
        potential property dispositions;

     h) advise the Debtor concerning lease and contract
        restructurings and executory contract and unexpired
        lease assumptions, assignments, and rejections;

     i) assist the Debtor in reviewing, estimating, and
        resolving claims asserted against the estate;

     j) commence and conduct any and all litigation necessary or
        appropriate to assert rights held by the Debtor, protect
        assets of its estates, or otherwise further the goal of
        completing a successful reorganization; and

     k) perform all other necessary legal services in connection
        with the Debtor's case.

Presently, the standard hourly rates for Milbank Tweed's
professionals are:

          Partners               $500 to $725 per hour
          Of Counsel             $445 to $600 per hour
          Associates             $225 to $465 per hour
          Legal Assistants       $115 to $260 per hour

Viskase Companies, Inc., has its major interests in food
packaging with principal products manufactured are cellulosic
and nylon casings used in the preparation and packaging of
processed meat products, filed for chapter 11 protection on
November 13, 2002.  When the Company filed for protection from
its creditors, it listed $219,721,000 in total assets and
$363,185,000 in total debts.


WHEELING-PITTSBURGH: Will Make Late Form 10-Q Filing with SEC
-------------------------------------------------------------
Paul J. Mooney, Wheeling-Pittsburgh Corporation Executive Vice
President and Chief Financial Officer, advises the Securities
and Exchange Commission that the company is unable to file Form
10-Q for the third quarter ending September 30, 2002 without
unreasonable effort or expense due to delays in gathering
information for inclusion in the report.  WPC expects that, when
filed, the Form 10-Q Results of Operations will reflect net
income of approximately $7,100,000 for the quarter ended
September 30, 2002, as compared to a net loss of $41,200,000 for
the quarter ended September 30, 2001.  The Company also expects
to show operating income of $10,100,000 for the third quarter
of 2002 as compared to an operating loss of $37,400,000 for the
third quarter of 2001. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILLIAMS: Energy Partners Unit Amends Partnership Agreement
-----------------------------------------------------------
Williams Energy Partners L.P., (NYSE: WEG) has made amendments
to its partnership agreement to give greater control to
unitholders.

These changes, made in conjunction with the partnership's
recently announced long-term debt financing, include the
reduction in voting rights of the partnership's class B and
subordinated units -- all of which are owned by Williams (NYSE:
WMB), the owner of the partnership's general partner.
Unitholders also will be allowed to elect the board of directors
of the general partner.

"Although our previous governance structure was consistent with
industry norms and was working well, these changes are
responsive to the uneasiness expressed by some in the investment
community surrounding the control of publicly traded
partnerships by the owners of the general partner," said Don
Wellendorf, chief executive officer.

In conjunction with these changes, the partnership will begin
conducting annual unitholder meetings, at which time an annual
slate of board members will be approved.  The 2003 meeting will
be announced in the coming months.

The reduction in Williams' voting rights will be accomplished by
removing the voting rights of the class B units and reducing the
voting rights of the subordinated units to one-half vote for
each unit owned.

In addition to these changes, Williams has established a new
wholly owned subsidiary, WEG GP, LLC, that will serve as the
partnership's general partner. The general partner interest and
incentive distribution rights have transferred to the new
general partner.

The board of the previous general partner will initially serve
as the board of WEG GP, LLC.  However, the partnership's board
will be reconfigured so that it is comprised of a majority of
independent directors prior to the first annual meeting of
unitholders to elect board members.

Williams Energy Partners L.P., was formed to own, operate and
acquire a diversified portfolio of energy assets.  The
partnership primarily transports, stores and distributes refined
petroleum products and ammonia.  The general partner of WEG is a
subsidiary of Williams, which moves, manages and markets a
variety of energy products, including natural gas, liquid
hydrocarbons, petroleum and electricity.
    
                          *   *   *

As reported in Troubled Company Reporter's August 5, 2002
edition, Fitch Ratings revised its Rating Watch Status for The
Williams Companies, Inc.'s outstanding credit ratings to
Evolving from Negative.

Summary of outstanding ratings affected by S&P's action:

                 The Williams Companies, Inc.

          --'B-' senior unsecured notes and debentures;

          --'B-' feline PACs;

          --'B' short-term rating.

                       WCG Note Trust

          --'B-' senior notes.

                   Northwest Pipeline Corp.

          --'BB-' senior unsecured notes and debentures.

                  Texas Gas Transmission Corp.

          --'BB-' senior unsecured notes and debentures.

                Transcontinental Gas Pipe Line Corp.

          --'BB-' senior unsecured notes and debentures.


WORLD KITCHEN: Illinois Court Approves Disclosure Statement
-----------------------------------------------------------
WKI Holding Company, Inc., which operates principally through
its subsidiary World Kitchen, Inc., announced that a disclosure
statement relating to the Company's and its affiliated debtors'
joint Plan of Reorganization was approved on November 15, 2002,
by Judge Jack B. Schmetterer of the United States Bankruptcy
Court for the Northern District of Illinois.  The approval of
the Disclosure Statement will permit WKI and its affiliated
debtors to begin solicitation of votes from its financial
stakeholders on the Plan of Reorganization.  The Plan of
Reorganization embodies the agreement reached by WKI and its
primary stakeholders: the Official Committee of Unsecured
Creditors in its bankruptcy proceedings and lenders representing
over $600 million in secured debt.   

A confirmation hearing currently is scheduled to begin on
December 23, 2002, and the Plan of Reorganization contemplates
that WKI will emerge from chapter 11 protection by January 15,
2003.

The Creditors' Committee, a statutory committee established to
represent the interests of unsecured creditors of the Debtors'
estates, unanimously supports the Plan and has recommended that
creditors vote to accept the Plan. The Plan of Reorganization
contains significant cash recoveries to certain unsecured
creditor groups through agreement with various secured lenders.

Under terms of the Proposed Plan of Reorganization, WKI's funded
debt will be reduced by approximately $443 million, from $811
million to $368 million, providing the company with more
financial flexibility to implement its business strategy.  The
terms of the proposed financial restructuring include the
conversion by WKI's bank group of $186 million of its debt into
equity, conversion by an affiliated lender of 100% of its
separate $25 million credit facility claims into equity, and the
conversion of $200 million of senior subordinated bondholders'
claims into equity.

James A. Sharman, WKI's president and chief executive officer,
said: "We are thrilled to reach agreement on our Plan of
Reorganization, and look forward to taking the final steps
necessary to emerge from chapter 11.  During the reorganization
process it has been business as usual at World Kitchen.  We have
continued to focus on increasing our supply chain efficiency,
improving our customer service and have developed a variety of
innovative new products and marketing programs to support those
products that will be introduced in 2003.  We have worked our
way through the reorganization process in a relatively short
time and could not have achieved that without the support of our
financial stakeholders, customers and suppliers, and the hard
work and dedicated effort of our employees.  We are now
positioned to emerge from chapter 11 as a stronger, revitalized
company with the financial flexibility to support our growth
plans."

World Kitchen's principal products are glass, glass ceramic and
metal cookware, bakeware, tabletop products and cutlery sold
under well-known brands including CorningWare(R), Pyrex(R),
Corelle(R), Revere(R), EKCO(R), Baker's Secret(R), Chicago
Cutlery(R) and OXO(R).  The Company currently employs
approximately 3,200 people and has major manufacturing and
distribution operations in the United States, Canada, South
America and Asia-Pacific regions.


WORLDCOM INC: Brings-In Michael Capellas as New Chairman & CEO
--------------------------------------------------------------
WorldCom, Inc., (WCOEQ) named Michael D. Capellas as Chairman
and CEO. Mr. Capellas is the former president of Hewlett-Packard
Company. Prior to HP, he was Chairman and CEO of Compaq Computer
Corporation.

"I took this job because I am convinced that WorldCom has the
assets, the customers and the people to regain a leadership role
in this industry," he said. "In order to do this, we must first
regain trust and win respect. Accordingly, together we will
rebuild WorldCom into a model of good corporate governance and
management integrity."

"[Fri]day we are launching a new company, one that will reclaim
the strengths of its past and focus on a promising future," Mr.
Capellas said.

"I remember when this company was founded with a vision of
convergence of computers and the Internet. WorldCom has always
been on the forefront of this trend and will continue to lead
it," he said. "I have spoken to many groups - creditors,
managers, and board members - and it is everyone's desire to see
this company succeed. WorldCom is made up of 60,000 hard-working
men and women of high integrity, dedicated to quality of service
and innovation. It is a company with great brands and a diverse
and first rate customer base, and a company that plays a central
role in our nation's communications industry."

Mr. Capellas said he also was encouraged by the company's
stabilized financial position, including more than $1.4 billion
in cash, as well as the steps that current management has taken
to ensure the improper conduct that occurred in the past cannot
happen at the company in the future.

Those steps include the appointment of a new CEO and CFO, a
restructuring of the accounting department and accounting
functions, doubling the internal audit staff with that function
reporting directly to the audit committee of the board, the
establishment of a corporate ethics office, and the
establishment of a zero-tolerance policy for any actions that do
not meet the highest standards of integrity.

John Sidgmore, who led WorldCom's search for a new CEO, said Mr.
Capellas was the company's top candidate.

"Michael Capellas is an executive of great accomplishment,
integrity and talent, who brings both seasoned experience and a
fresh perspective," Mr. Sidgmore said. "His acceptance of our
offer confirms our optimism about the future of our company. We
are very excited about the opportunities his leadership will
bring. We are confident that he will be able to capitalize on
its strengths and maximize its growth."

Irwin Gold, senior managing director and co-head of the
restructuring group of Houlihan Lokey, financial advisors to the
Official Committee of Creditors noted, "The creditors committee
fully supports and endorses the appointment of Michael Capellas
to lead WorldCom. We are optimistic that the skills he brings
will add significant value to the company and its customers."

Terms of Mr. Capellas's compensation are subject to court
approval, which the company expects to seek as early as today.

"I see this as a great opportunity," Mr. Capellas concluded. "I
look forward to hitting the ground running."

WorldCom, Inc., (WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market. In April 2002, WorldCom launched The
Neighborhood built by MCI - the industry's first truly any-
distance, all-inclusive local and long-distance offering to
consumers. For more information, go to http://www.worldcom.com


WORLDCOM: Court Okays J.H. Cohn as Examiner's Financial Advisor
---------------------------------------------------------------
WorldCom Examiner Dick Thornburgh sought and obtained the
Court's authority to retain J.H. Cohn LLP as his accountants and
financial advisors in these cases.

Stephen G. Topetzes, Esq., at Kilpatrick & Lockhart LLP, in
Washington, D.C., informs the Court that the Examiner needs
assistance in compiling, analyzing and interpreting the
financial information and other data necessary to prepare his
report to the Court.

Mr. Topetzes explains that the Examiner has selected J.H. Cohn
as his accountants and financial advisors because of its
experience in forensic and insolvency accounting and its
knowledge of accounting and auditing standards.  The Examiner
believes that J.H. Cohn's professionals are well qualified to
represent and assist him in connection with these proceedings.

J.H. Cohn will charge its normal hourly billing rates for its
accounting and financial advisory services of this nature, which
currently are:

          Senior Partner                $450
          Partner                       $385
          Director                      $350
          Senior Manager                $300
          Manager                       $275
          Supervisor                    $250
          Senior Accountant             $210
          Staff                         $160
          Paraprofessional              $110

It is J.H. Cohn's policy to charge its clients for actual
expenses and costs incurred.  Costs and expenses charged to
clients include, travel, messenger/express mail, copying,
telephone and facsimile.

J.H. Cohn member Bernard A. Katz assures the Court that the
members and associates of J.H. Cohn do not have any connection
with the Debtors, the Debtors' creditors, or any other party-in-
interest, or their attorneys or accountants.  However, J.H. Cohn
has rendered services in unrelated matters to these creditors
and other parties-in-interests:

  A. Bondholders:  Bank of New York, Citigroup, ABN Amro, Bank
     of America, Brown Bros., PNC Bank, First Union, and LaSalle
     Bank;

  B. Bank Lenders:  ABN Amro Bank NV, Citibank, BNP Paribas,
     Fleet National Bank, Mellon Bank, Bank of Tokyo-Mitsubishi,
     and West LB;

  C. Unsecured Creditors:  ABN Amro, West LB, Citibank NA, BNP
     Paribas, Fleet National Bank, Bank of Tokyo-Mitsubishi,
     Verizon Communications, Bank One NA, Mellon Bank, Wells
     Fargo Bank, AT&T, and the Internal Revenue Service;

  D. Shareholders:  Citibank NA, The Bank of New York and PN
     Bank; and

  E. Indenture Trustees: Bank of New York, Fleet National Bank,
     Citibank NA, and Mellon Bank. (Worldcom Bankruptcy News,
     Issue No. 13; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)   

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4) are trading
at around 24 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


XECHEM INTERNATIONAL: Auditors Express Going Concern Doubt
----------------------------------------------------------
Xechem International Inc., is the holder of all of the capital
stock of Xechem, Inc., a development stage biopharmaceutical
company engaged in the research, development, and production of
niche generic and proprietary drugs from natural sources.
Xechem, Inc., was formed in March 1990 to acquire  substantially
all of the assets of a subsidiary of LyphoMed, Inc., (later
known as Fujisawa/LyphoMed, Inc.) a publicly traded company.
Xechem Laboratories (formed in 1993), XetaPharm, Inc., (formed
in 1996) and Xechem (India) Pvt. Ltd.. are Xechem
International's subsidiaries.

Xechem International Inc., has suffered recurring losses from
operations and has a net working capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.  As a result of its net losses through December 31,
2001 and accumulated deficit since inception, the Company's
accountants, in their report on the Company's financial
statements for the year ended  December 31, 2001, included an
explanatory paragraph indicating there is substantial doubt
about the Company's ability to continue as a going concern. This
condition has not changed as of September 30, 2002 as Exchem has
less then one month of cash on hand at its current expenditure
rate. Its research and development activities are at an early
stage and the time and money required to determine the
commercial value and marketability of its proposed products
cannot be estimated with precision.  Research and development
activities are expected to continue to require significant cost
expenditures for an indefinite period in the future.

The Company's planned activities will require the addition of
new personnel, including management, and  the continued
development of expertise in areas such as preclinical testing,
clinical trial management,  regulatory affairs, manufacturing
and marketing.  Further, if the Company receives regulatory
approval for any of its products in the United States or
elsewhere, it will incur substantial expenditures to develop
manufacturing, sales and marketing capabilities and/or
subcontract or joint venture these activities with others.  
There can be no assurance that the Company will ever recognize
revenue or profit from any such products. In addition, it may
encounter unanticipated problems, including  developmental,
regulatory, manufacturing or marketing difficulties, some of
which may be beyond its ability to resolve.  The Company may
lack the capacity to produce its  products in-house and there
can be no assurances that it will be able to locate suitable
contract  manufacturers or be able to have them produce products
at satisfactory prices.

The Company's revenue for the nine months ended September 30,
2002, was $316,000 as compared to $183,000 for the same nine
months of 2001.  Loss from operations in the nine months of 2002
was $1,386,000 as compared to the same nine month period of 2001
when loss from operations was $1,191,000.  Net Loss was
$1,968,000 for the nine months ended September 30, 2002, as
compared to the net loss of $1,446,000 in the nine months ended
September 30, 2001.

The $133,000 increase in sales for the nine months ended
September 30, 2002 as compared to the nine months ended
September 30, 2001 represents approximately a 72% increase
resulting from a $210,000  increase in service fees from a new
customer and a $80,000 decrease in consulting fees from A & K
Consultants, of which $100,000 was a one time fee. The Company's
subsidiary XetaPharm Inc., had an increase in consulting fees of
approximately $39,000 over the same period. It is anticipated
that these revenues will continue for the foreseeable future.

On September 30, 2002, Xechem International had cash and cash
equivalents of $87,000, negative working capital of $1,345,000
and negative stockholders' equity of $2,381,000.


* Jefferies Group Names Lloyd Feller as New General Counsel
-----------------------------------------------------------
Jefferies Group, Inc., (NYSE: JEF) announced that Lloyd H.
Feller has been named Executive Vice President, General Counsel,
and Secretary.

He will assume these positions for both Jefferies Group, Inc.
and its principal operating subsidiary, Jefferies & Company,
Inc. Mr. Feller replaces Jerry M. Gluck, who will be retiring
following eighteen years of service in a similar position at
Jefferies.

"Jerry Gluck has played an important part in the growth of
Jefferies," commented Richard B. Handler, Chairman and CEO of
Jefferies. "We also want to thank Jerry for helping to recruit
his successor, Lloyd Feller. Before joining Wit Capital in 1999,
Lloyd helped represent Jefferies as outside counsel for over 15
years. His extensive and varied background will be invaluable to
us as we continue to grow in this difficult environment," added
Mr. Handler.

"We are delighted that Lloyd Feller shares our vision for the
future. I look forward to working with him on the many
challenging issues facing our industry," said John C. Shaw, Jr.,
President of Jefferies.

Mr. Feller joins Jefferies from SoundView Technology Group,
where he served as a Senior Vice President, Secretary and
General Counsel since 1999. Mr. Feller is a member of the NASD's
Legal Advisory Board and E-Brokerage Committee and the Market
Operations Committee of the Nasdaq Stock Market. Prior to
joining SoundView's predecessor, Wit Capital Group, in 1999, Mr.
Feller was a partner at Morgan Lewis & Bockius LLP, where he was
the leader of that firm's securities regulation practice group.
Before joining Morgan Lewis, Mr. Feller worked at the SEC as the
Associate Director of the Division of Market Regulation, a
position in which he was in charge of the Office of Market
Structure and Trading Practices. Mr. Feller is a graduate of the
Wharton School at the University of Pennsylvania and New York
University School of Law.

Jefferies Group, Inc., (NYSE: JEF) is a holding company whose
affiliated companies, including its principal operating
subsidiary, Jefferies & Company, Inc., offer a variety of
services for institutional investors and growth companies.
Subsidiaries of Jefferies Group, Inc., together, comprise a
full-service investment bank and institutional securities firm
focused on the middle market. Jefferies offers financial
advisory, capital raising, mergers and acquisitions, and
restructuring services to small and mid-cap companies. The firm
provides outstanding trade execution in equity, high yield,
convertible and international securities, as well as fundamental
research and asset management capabilities, to institutional
investors. Additional services include correspondent clearing,
prime brokerage and securities lending. The firm's leadership in
equity trading is recognized by numerous consulting and survey
organizations, and Jefferies' subsidiary, Helfant Group, Inc.,
executes more than ten percent of the daily reported volume on
the NYSE.

Through its subsidiaries, Jefferies Group, Inc., employs more
than 1,300 people in 20 offices worldwide, including Atlanta,
Boston, Chicago, Dallas, Hong Kong, London, Los Angeles, New
York, Paris, San Francisco, Tokyo and Zurich. Further
information about Jefferies, including a description of
investment banking, trading, research and asset management
services, can be found at http://www.jefco.com


* Meetings, Conferences and Seminars
------------------------------------
November 18-19, 2002
   EUROLEGAL
      Insurance Exit Strategies
         Kingsway Hall, London
            Contact: +44 0 20 7878 6886

November 20, 2002
   New York Institute of Credit
      Bankruptcy
         Contact: info@nyic.org; 212-629-8686; (fax)212-629-8787

November 20th 6:00-7:15pm
   New York Institute of Credit
      4th Trustees Award
         Contact: info@nyic.org; 212-629-8686; (fax)212-629-8787

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org
                         or http://www.clla.org/

December 2-3, 2002
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                         or ram@ballistic.com  

December 5-7, 2002
     STETSON COLLEGE OF LAW
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort
                    Contact: cle@law.stetson.edu

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
        Healthcare Transactions: Successful Strategies for
          Mergers, Acquisitions, Divestitures and Restructurings
              The Fairmont Hotel Chicago
                 Contact: 1-800-726-2524 or fax 903-592-5168 or
                          ram@ballistic.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
              Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  
           
                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.  
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

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

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

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

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

                          *********

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

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

Copyright 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 ***