TCR_Public/021122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, November 22, 2002, Vol. 6, No. 232

                           Headlines

AHEAD COMMS: US Trustee Objects to Pepe & Hazard's Expenses
AMERICAN BUILDINGS: S&P Cuts Ratings to D on Missed Loan Payment
AMERICAN ENTERPRISE.COM: Court Confirms Reorganization Plan
AMERICAN GROWERS: A.M. Best Junks Financial Strength Rating
AMERICAN TRANS AIR: Closes $168 Million Term Loan

AMERIGAS PARTNERS: Reports Improved FY 2002 Financial Results
ANC RENTAL: Hiring Site Consulting as Fla. Real Estate Broker
ANGEION: BlueFire Research Ups Investment Opinion to Outperform
ANNUITY & LIFE: S&P Watches BB+ Counterparty Credit Rating
AT&T WIRELESS: Names Michael Keith as Mobility Operations Pres.

BAM! ENTERTAINMENT: Receives Delisting Notification from Nasdaq
BUDGET GROUP: Seeks Court OK on Settlement Pact with Gulf Ins.
CALPINE: Goldman Sachs Reports $20M Senior Notes Not Registered
COLD METAL: Now Getting Regular Deliveries from Steel Suppliers
COMDIAL CORP: Posts Decreased Profits for Third Quarter 2002

COMM 2001-J1: Fitch Downgrades Ratings on Four Classes of Notes
CONTINENTAL AIR: Fitch Cuts Rating on Airport Rev. Bonds to B-
CORRPRO COMPANIES: September Working Capital Deficit Tops $16MM
CUMMINS INC: Completes Sale of $250 Million of 9.5% Senior Notes
DIAMOND BRANDS: Court OKs Jarden's Acquisition of Assets & Debts

EB2B COMMERCE: Needs More Time to File September Quarter Report
EMPIRIC ENERGY: Intends to Acquire Working Interest in Venture
ENCOMPASS SERVICES: Wants to Pay $160MM Owed to Critical Vendors
ENRON CORP: Seeks to Modify Joint Stipulation with Qwest Comms.
EQUIFIN INC: Reduces Exercise Price & Extends Terms of Warrants

EXIDE TECH: Wants to Lift Ordinary Course Professional Fee Caps
FOAMEX INT'L: Changes Reporting Period to 52/53-Week Fiscal Year
FORMICA: Asks to Extend Plan Filing Exclusivity to Jan. 30
GENTEK INC: Judge Walrath Grants Injunction Against Utility Cos.
GLOBAL CROSSING: Wants to Subordinate Intercompany Indebtedness

GRANT PRIDECO: S&P Drops Corporate & Senior Debt Ratings to BB-
GROUP TELECOM: Court Okays C$260.5M Sale Pact with 360networks
HA-LO INDUSTRIES: Wants to Extend DIP Financing through Feb. 28
HORIZON NATURAL: Gets Court Nod to Hire Ordinary Course Profs.
HURRY INC: Board Approves $0.11 Shareholder Distribution

JP MORGAN: Fitch Rates HYDISM TRUSTS $700MM Certs. at B+/V4
JP MORGAN: Fitch Assigns B/V4 Rating To HYDISM - BB TRUSTS
JP MORGAN: Fitch Assigns B-/V4 Rating to HYDISM - B TRUSTS
I-LINK INC: Amends Restructuring Agreement with Counsel Corp.
IMMUNE RESPONSE: Q3 Working Capital Deficit Tops $4.8 Million

INSCI: Annual Shareholders Meeting Set For December 17, 2002
INTEGRATED HEALTH: Rotech Wants More Time to File Final Report
INVENTRONICS: Reports $2MM Working Capital Deficit at Sept. 30
KAISER ALUMINUM: Sells Brine Pipeline to Sorrento for $3-Mill.
KMART CORP: Selling RK-227 Beechjet to Dominion Aircraft

LECSTAR: Continued Operations Dependent on Additional Financing
LEGACY HOTELS: Inks $100 Million Debenture Offering Pact with TD
LIONS GATE: Posts Improved Results for Third Quarter
LTV STEEL: Expanding Scope of Alix's Services as Crisis Managers
METROMEDIA INT'L: Will Delay Filing of Third Quarter Results

MILACRON: Weaker Financial Profile Spurs S&P to Cut Rating to B+
NEW WORLD PASTA: S&P Junks & Places Ratings on Watch Negative
NORTHWEST BIOTHERAPEUTICS: Falls Short of Nasdaq Requirements
OAKWOOD HOMES: Fitch Places All Classes on Rating Watch Negative
ORGANOGENESIS: Novartis Agrees To Give Back Apligraf Rights

ORGANOGENESIS: Moves Court to Okay Settlement with Novartis
OWENS CORNING: Settles Supervalu & Lonza Environmental Dispute
PACIFIC GAS: Cheers at S&P's Negative Assessment of CPUC Plan
PACIFIC GAS: Obtains Authority to Pay SEC Filing & Printer Fees
PENN TREATY: S&P Affirms B- Counterparty, Fin'l Strength Ratings

PETROLEUM GEO: S&P Ratchets Corporate Credit Rating to CCC
PRESIDENTIAL LIFE: A.M. Best Drops Fin'l Strength Rating to B+
PROTECTION ONE: Fitch Ratchets Senior Note Ratings to CCC+/CCC-
QWEST COMMS: S&P Places Junk Credit Ratings on Watch Negative
QWEST COMMS: Fitch Comments on $12.9 Billion Sr. Debt Exchange

RESORT AT SUMMERLIN: Seeking $250,000 Additional DIP Financing
SAFETY-KLEEN: Gets Nod to Renew National Union Insurance Program
SEDONA CORP: Seeks New Funding & Takes Steps to Limit Expenses
SPATIALIGHT: Holders Extend Maturity of $4M Debt Until March '04
STERLING CHEMICALS: Court Confirms Joint Reorganization Plan

SYNERGY TECH: Seeking Nod on $2 Million DIP Credit Facility
SYSTEMONE TECH: September Balance Sheet Upside Down by $42-Mill.
TECSTAR: Bank Group Agrees To Cash Collateral Use Until Nov. 30
TELEX COMMS: Ceases to be Telex Group's Unit After Restructuring
UNITED AIRLINES: Reaches Tentative Labor Cost Pacts with IAM

UNITED AIRLINES: United Pilots Voice Hearty Approval on IAM Pact
UNITED AIRLINES: S&P Withdraws Rating on 1997-1B PT Certificates
US AIRWAYS: Gets Court Ok to Enter into Swap Financing Pacts
VENUS EXPLORATION: Selling Three Projects for $3.8 Million Cash

* RJ Rudden Forms Energy Workout Group to Address Fin'l Distress

* BOOK REVIEW: A Legal History of Money in the United States,
                 1774-1970

                           *********

AHEAD COMMS: US Trustee Objects to Pepe & Hazard's Expenses
-----------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region II
objects to Pepe & Hazard's application for compensation as
counsel to the Unsecured Creditors Committee pertaining to Ahead
Communications Systems, Inc.'s chapter 11 case.

The UST tells the U.S. Bankruptcy Court for the District of
Connecticut that it has no objection to the firm's compensation
for fees in the amount of $66,539.  The UST however, objects to
the reimbursement of out-of-pocket expenses incurred by the firm
in the amount of $2,162 because no adequate documentation of
such expenses has been provided to the UST.

Ahead Communication Systems, Inc., designs and produces robust
broadband networking systems for private and public networking
environments. The Company filed for chapter 11 bankruptcy
protection on February 7, 2002.  Craig Lifland, Esq., at Zeisler
and Zeisler represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $21,071,000 in assets and $23,310,000 in debts.


AMERICAN BUILDINGS: S&P Cuts Ratings to D on Missed Loan Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Eufaula, Alaska-based American
Buildings Co. to 'D' because the company did not make a
scheduled $8.4 million term loan principal payment on
November 15, 2002.

These ratings were also removed from CreditWatch.  Standard &
Poor's subordinated debt ratings on the company and its
subsidiary, VicWest Corp., had already been lowered to 'D' on
October 11, 2002.

"The company was not in compliance with its financial covenants
at Sept. 30, 2002, but remains in discussions with its lenders
to address these violations," said Standard & Poor's credit
analyst Pamela Rice. In addition, American Buildings recently
received a C$16 million capital contribution from its parent
company, Onex Corp., in connection with a November 2001 bank
amendment.

American Buildings manufactures engineered metal building
products, including metal building systems, steel components,
and entry systems for industrial, commercial, and other
applications. The company's financial performance has been
negatively affected by a severe decline in the engineered metal
buildings industry.


AMERICAN ENTERPRISE.COM: Court Confirms Reorganization Plan
-----------------------------------------------------------
American Enterprise.Com, Corp. (OTCBB:AMER) announced the
confirmation of its Plan of Reorganization.

According to the terms of the Plan, AMER emerges from
reorganization with no significant debt. The existing publicly
traded stock will not be compromised. Accordingly, there will be
no reverse split or cancellation of the existing AMER stock.


AMERICAN GROWERS: A.M. Best Junks Financial Strength Rating
-----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings of
Acceptance Insurance Companies Inc.'s (NYSE:AIF) two operating
subsidiaries, American Growers Insurance Company (Lincoln, NE)
and its sister affiliate, Acceptance Insurance Company (Lincoln,
NE). The rating of American Growers Insurance Company has been
downgraded to C- (Weak) from B++ (Very Good), and the rating of
Acceptance Insurance Company has been downgraded to C- (Weak)
from B+ (Very Good).

These rating actions follow Acceptance's announcement on
November 18, 2002, which cited significant underwriting and
operating losses sustained in the third quarter of 2002, the
resulting erosion in statutory surplus and the constrained
financial flexibility of its publicly-traded parent company,
Acceptance Insurance Companies Inc. This action is based on
higher than expected crop losses caused by extensive drought
conditions throughout much of American Growers' operating
territories, compounded by the write-down of deferred tax assets
at the parent company, certain cash flow strain and the
significant erosion in AIF's GAAP equity.

Given higher than anticipated losses in the 2002 crop year, the
group is also subject to minimal, if any, expense relief in the
form of profit sharing payments from the Federal Crop Insurance
Corporation (FCIC). As a consequence, American Growers' capital
position has been so severely impacted that the company's level
of surplus and overall assessment of risk-adjusted
capitalization is considered tenuous.

The rating also considers the uncertainty regarding the
potential sale of American Growers' crop business to Rain and
Hail L.L.C. and Ace American Insurance Company and views the
rating outlook as negative due to the tentative nature of the
agreement and the adverse consequences to the company in the
event the sale is not consummated.

As for Acceptance Insurance Company, the rating action reflects
the company's role within the group, its vulnerable risk-
adjusted capitalization and the ongoing adverse loss reserve
development reported during the second and third quarters of
2002.

A.M. Best will continue to monitor the group's progress with
regard to the sale of its crop business, its ability to meet
policyholder obligations, as well as any further issues which
may arise. Due to the considerable challenges which remain,
negative rating outlooks have been assigned to both companies.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


AMERICAN TRANS AIR: Closes $168 Million Term Loan
-------------------------------------------------
American Trans Air, Inc. (ATA), the principal subsidiary of ATA
Holdings Corp. (Nasdaq:ATAH), announced that it has finalized
the loan requirements established by the Air Transportation
Stabilization Board (ATSB) for a $148.5 million federal
guarantee. The full loan for $168 million was funded on Nov. 20.
ATA will use the loan proceeds to provide liquidity during the
continuing economic downturn in the airline industry that
evolved after the terrorist attacks on September 11, 2001.

"We want to thank the ATSB for their hard work in closing this
loan," said George Mikelsons, Chairman and CEO.

On September 26, the ATSB gave ATA conditional approval for the
loan. As part of the loan, ATA Holdings Corp. issued warrants on
its common stock that will grant the lenders an equity stake of
approximately 12 percent.

Now celebrating its 30th year of operation, ATA is the nation's
10th largest passenger carrier based on revenue passenger miles.
ATA operates significant scheduled service from Chicago-Midway
and Indianapolis to over 40 business and vacation destinations.
To learn more about the Company, visit the ATA's Web site at
http://www.ata.com


AMERIGAS PARTNERS: Reports Improved FY 2002 Financial Results
-------------------------------------------------------------
AmeriGas Propane, Inc., general partner of AmeriGas Partners,
L.P. (NYSE:APU), reported net income for the Partnership of
$55,366,000, or $1.12 per limited partner unit for the fiscal
year ended September 30, 2002 compared to $53,015,000 or $1.18
per limited partner unit, excluding the beneficial cumulative
effect of accounting changes of $0.28 per limited partner unit
previously disclosed for fiscal year 2001.

Average limited partner units outstanding increased 10% over the
prior year. Earnings before interest expense, income taxes,
depreciation and amortization, equity investee income, minority
interests and cumulative effect of accounting changes (EBITDA)
of $210,356,000 for fiscal 2002 were slightly higher than the
$208,550,000 recorded in fiscal 2001.

Weather was 10% warmer than normal in fiscal 2002 compared to
2.6% colder than normal in fiscal 2001 according to information
published by the National Oceanic and Atmospheric
Administration. Including the cumulative effect of accounting
changes, net income per limited partner unit was $1.46 in fiscal
year 2001.

Lon R. Greenberg, AmeriGas chairman, said, "Although the weather
did not cooperate in 2002, we did complete the combination of
two great organizations, AmeriGas and Columbia Propane, allowing
us to better fuel comfortable, more productive lives for our
customers and provide future growth for our unitholders."

Retail propane sales volumes in fiscal 2002 were 932.8 million
gallons, up over 13% compared to 820.8 million gallons in the
prior year, principally as a result of the addition of the
Columbia Propane operations acquired in August 2001
substantially offset by the effects of significantly warmer
winter weather and the slower economy.

Eugene V. N. Bissell, chief executive officer of AmeriGas,
added, "We are extremely pleased with our performance despite
winter weather that was one of the warmest in more than 100
years. We continued to expand our PPX(R) cylinder exchange
business and grow our customer base in targeted markets even as
we welcomed hundreds of former Columbia Propane employees into
the AmeriGas family. I congratulate all of our employees for an
outstanding performance under very difficult circumstances."

Interest expense in fiscal 2002 increased over fiscal 2001 due
to borrowings for acquisitions.

For the fourth quarter of fiscal 2002, EBITDA decreased to
$3,115,000 from $7,501,000 in the prior-year quarter as higher
total margin from higher volumes sold was more than offset by an
increase in operating expenses resulting primarily from the
Columbia Propane acquisition and growth in the PPX(R) cylinder
exchange business.

Retail volumes sold in the quarter were 150.0 million gallons
versus 142.7 million gallons in last year's fourth quarter. The
Partnership recorded a seasonal net loss of $35,075,000, or
$0.70 per limited partner unit for the quarter ended September
2002, compared with a net loss of $33,536,000 or $0.73 per
limited partner unit for the year-earlier period.

Revenue for the quarter totaled $221,904,000 versus $209,280,000
in the prior-year quarter principally as a result of higher unit
sales.

As previously reported, AmeriGas Partners adopted accounting
principle SFAS No. 142 effective October 1, 2001 resulting in
the elimination of amortization of goodwill.

Although there is no impact on cash flow, net income (loss) and
net income (loss) per limited partner unit for the quarter and
year ended September 30, 2001 would have been $(27,641,000) and
$(0.60), and $89,079,000 and $1.98, respectively.

Separately, AmeriGas Propane announced that, pursuant to the
Agreement of Limited Partnership of AmeriGas Partners, it
believes that it is highly probable that the Partnership has
satisfied the cash-based performance and distribution
requirements necessary to convert the remaining 9,891,072
Subordinated Units, all of which are held by an affiliate of UGI
Corporation, to Common Units effective November 18, 2002.

AmeriGas Partners is the nation's largest retail propane
marketer, serving nearly 1.2 million customers from
approximately 650 locations in 46 states. UGI Corporation
(NYSE:UGI), through subsidiaries, owns 51% of the Partnership
and individual unitholders own the remaining 49%.

As previously reported, Fitch assigned a BB+ rating on Amerigas
Partners' $40 million senior notes due 2011.


ANC RENTAL: Hiring Site Consulting as Fla. Real Estate Broker
-------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates seek the
Court's authority to employ Site Consulting Corp. as their real
estate broker -- nunc pro tunc to April 1, 2002 -- to assist
them in marketing and selling their property at 13281 Treeline
Avenue in Fort Myers, Florida.

According to Bonnie Glantz Fatell, Esq., Blank Rome Comisky &
McCauley LLP, in Wilmington, Delaware, the Debtors selected Site
Consulting because of its experience in the relevant local
market in which the property is located.

Site Consulting will receive a 3% commission of the sale price
if it is the only broker.  But if it has a cooperating broker,
it will share a 6% commission on a 50/50 basis.

The Debtors ask the Court to allow Site Consulting to receive
its fees without the need for an application.

David J. Edwards, a partner at Site Consulting, assures the
Court that Site Consulting is a "disinterested person" in the
Debtors' cases. (ANC Rental Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANGEION: BlueFire Research Ups Investment Opinion to Outperform
---------------------------------------------------------------
BlueFire Research, an SEC registered investment adviser,
upgraded its investment opinion on Angeion Corporation (Nasdaq:
ANGVC) from "monitor" to "outperform." BlueFire Research issued
a new opinion based on Angeion's recently announced third
quarter earnings and emergence from Chapter 11 bankruptcy with a
strong balance sheet and over $1.25 per share of cash and no
debt.

"Angeion successfully emerged from Chapter 11 bankruptcy in a
strong cash position for growth," said Philip Wright, CFA,
Research Director for BlueFire Research. "According to the
Company's third quarter earnings announcement, its Medical
Graphics business has stabilized and its new health and fitness
business line has received positive market response, two reasons
that we are encouraged about the potential for this company."

Angeion Corporation, through its subsidiary Medical Graphics
Corporation, designs, manufactures and distributes non-invasive
cardio-respiratory diagnostic systems and related software for
the management and improvement of overall health and fitness.
The company recently introduced a new line of health and fitness
products, many of which are derived from Medical Graphics' core
technologies. These products, marketed under the New Leaf Health
and Fitness Brand ( http://www.newleaf-online.com), help
consumers effectively manage their weight and improve their
fitness.

For more information and copies of reports and/or updates on
ANGVC, please send an electronic mail message to
director@bluefireresearch.com , or telephone (612) 344-1000.
Reports are also available online at
http://www.bluefireresearch.com, or through Thomson Financial's
First Call Direct.

                   About BlueFire Research

BlueFire Research is an SEC Registered Investment Advisor and
subsidiary of BlueFire Partners, Inc, a research driven boutique
capital markets firm based in Minneapolis, with an additional
office in New York City. BlueFire Research was formed in January
2000 to provide investment research on small capitalization
growth companies in health care, technology, telecommunications,
financial institutions, consumer, and industrial growth sectors.
BlueFire Research provides ongoing analyst coverage including
reports and periodic updates to investment professionals and the
investment community on mid-cap, small-cap and micro-cap
companies who, in most cases, are clients of BlueFire Partners.
The reports on companies who enjoy full coverage include
earnings estimates and recommendations based on fundamental and
relative valuation models. BlueFire Research reports are made
available to more than 2,000 institutional money management
firms, representing 30,000 portfolio managers and buy-side
analysts, through Thomson Financial's First Call Directr.

                  About BlueFire Partners

BlueFire Partners is committed to increasing the market value of
client- companies by focusing on independent, fundamental equity
research, capital markets advisory, including valuation and
merger and acquisition advisory, professional services and
strategic management counseling.

Research reports on Angeion Corporation were prepared,
commissioned and/or sponsored by BlueFire Research, Inc., a
Registered Investment Adviser, and an affiliate of CorCom
Companies, Inc. dba BlueFire Partners. It is the mission of
BlueFire Partners and BlueFire Research to identify public
companies that they believe are under-followed and undervalued.
As a result, research prepared by, or coverage commissioned
and/or sponsored by BlueFire Research, will tend to have a
strong bias toward positive investment recommendations.

Unless otherwise noted, BlueFire Partners provides capital
markets advisory and other consulting services to the subject-
company of the report. However, the subject-company of BlueFire
Research coverage pays no direct fees or compensation to
BlueFire Research or BlueFire Partners for coverage. No officer
or employee of BlueFire Partners or BlueFire Research owns
securities in covered companies unless otherwise and
specifically disclosed. In no cases will BlueFire Research
analysts or analysts commissioned and/or sponsored by BlueFire
Research own any securities in covered companies. Compensation
paid to analysts by BlueFire Partners and/or BlueFire Research
is fixed and not affected or conditioned by the stock price
performance of covered companies or the dollar amount of capital
markets advisory business the companies do with BlueFire
Partners.

These reports are for information purposes only and do not
constitute an offer or solicitation of an offer to buy or sell
any securities. The information provided in these reports, while
not guaranteed as to accuracy or completeness, has been obtained
from sources believed to be reliable.

As previously reported in the November 18, 2002, edition of the
Troubled Company Reporter, Angeion Corp.'s September 30, 2002
Balance Sheet is upside-down by $600,000.


ANNUITY & LIFE: S&P Watches BB+ Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB+'
counterparty credit and financial strength ratings on Annuity &
Life Reassurance Ltd. and its subsidiary, Annuity & Life
Reassurance America Inc. (collectively referred to as Annuity &
Life Re) on CreditWatch with negative implications.

At the same time, Standard & Poor's placed its 'BB+'
counterparty credit rating on Annuity & Life Re (Holdings) Ltd.
on CreditWatch with negative implications.

These rating actions follow the company's form 8-K filing with
the SEC, which was released on Nov. 19, 2002. The report
contained disclosures with regard to adverse mortality
experience, liability relative to variable annuity guarantees,
and requirements for additional collateral to back the reserves
of U.S.-based cedents.

"Based on Standard & Poor's assessment, as of Sept. 30, 2002,
Annuity & Life Re's capital to support its obligations was
adequate for the current rating," said Standard & Poor's credit
analyst Rodney A. Clark. "However, following the third-quarter
losses, the company is likely to need additional capital before
year-end to support the natural growth of its insurance
liabilities and maintain the current rating."

In addition, the company disclosed that it will need to post an
additional $140 million-$230 million in collateral by the end of
the year. As a non-U.S. reinsurer, Annuity & Life Re is required
to post collateral to back the statutory reserves ceded to it by
U.S.-based insurers. The strains on Annuity & Life Re's
collateral capacity are likely to adversely affect the company's
ability to continue to execute its business plan by causing it
to slow new business growth or even sell existing blocks of
business.

Standard & Poor's will hold additional discussions with the
company regarding its plans to raise capital and meet its
ongoing collateral needs. It is expected that these discussions
will be concluded within two to three weeks. Upon completion of
the discussions, the ratings could be affirmed or lowered, but
the ratings on the operating companies are expected to remain
investment grade.


AT&T WIRELESS: Names Michael Keith as Mobility Operations Pres.
---------------------------------------------------------------
Following a meeting of its Board of Directors, AT&T Wireless
(NYSE:AWE) announced that effective in January, 2003, Michael G.
Keith, 54, will become President of AT&T Wireless Mobility
Operations, succeeding Mohan S. Gyani, 51.

Gyani has been president of AT&T Wireless Mobility since March
of 2000. The company said Gyani would work closely with Keith
for the remainder of the year to ensure a smooth transition. In
addition, Gyani will continue to represent AT&T Wireless in
industry forums and on certain boards.

"Mohan has made many valuable contributions to AT&T Wireless,"
said John D. Zeglis, chairman and CEO. "In the past three years,
we've grown to become the largest independent wireless carrier
in the United States, nearly doubling our size in three key
measures -- footprint, number of customers, and services
revenues, and tripling our EBITDA. Though I will miss working
with Mohan on a day-to-day basis, I am delighted that he will
continue to be associated with AT&T Wireless."

"It has been a wonderful three years and I have truly enjoyed
working with the great people here, but the timing is right for
me to step down," Gyani said. "My plan has always been to move
on to the next phase of my life once AT&T Wireless was launched
on a firm foundation as an independent, financially solid
company. Our recent successful build-out and launch of our next
generation network adds to the sense of completion that I feel
at this time."

In his new assignment, Michael Keith, currently president of
AT&T Wireless TeleCorp, will lead all of AT&T Wireless' Mobility
operations, including sales, distribution, network services, and
information technology. He will report to Zeglis.

"Michael really understands the wireless business, having just
completed the successful integration of our TeleCorp business,
whose performance he improved significantly," Zeglis said. "He
also built our fixed wireless operation from a start-up to a
full-service business providing wireless voice and data in less
than 18 months."

"He has extensive leadership experience and a strong track
record in sales and operations in all areas of the
telecommunications business," he said. "Combine that with his
analytical skills, hands-on approach, and relentless focus on
results, and we've got the right person at the right time to
lead our mobility operations.

"I am delighted to have Michael as a partner as we tackle
simultaneously the challenges of ongoing growth, investing for
the future, and meeting the needs of our customers in a maturing
industry," Zeglis said.

"This is an exciting opportunity and a great fit at this point
in my career," said Keith. "Now that the wireless industry has
achieved 50 percent market penetration, the challenge for all of
us is to focus on flawless execution and operational excellence
in everything we do. I look forward to helping lead our company
into the next exciting phase of its growth, and most important,
to working with the talented people at AT&T Wireless."

In his current assignment, Keith has overseen the operations of
TeleCorp PCS since its acquisition by AT&T Wireless in February
of 2002. He has moved aggressively to improve the unit's
performance and smoothly integrate TeleCorp's operations into
AT&T Wireless. Under his leadership, TeleCorp achieved a
dramatic reduction in customer churn, cut bad debt in half, and
rebranded all of its services and assets to AT&T Wireless. The
final phase of the transition will be completed by the middle of
next year, including the build-out of the next-generation
wireless network covering virtually all of TeleCorp's footprint,
the company said.

In January, 2001, Keith moved from AT&T to AT&T Wireless to
become president of its fixed wireless business. In 18 months,
he led the business through a transition from start-up to
successful, full-service provider of voice and high-speed data
using wireless broadband spectrum for the last mile. However,
the company said it decided to exit the business in October,
2002, because it wasn't central to AT&T Wireless' core strategy
and required significant capital investment to gain the scale
necessary for long-term success.

Beginning his telecommunications career nearly 25 years ago as
an account executive at AT&T, Keith subsequently held executive
positions in sales, customer care, and network management. He
ultimately served as president of AT&T Business Services, an
organization of 29,000 employees that served more than 5 million
customers and generated $26 billion in annual revenues.

Keith earned an electrical engineering degree from the
University of Rhode Island, an M.B.A. from Boston University and
attended Stanford University's senior leadership program. His
offices will be located at the company's headquarters in
Redmond, Washington.

AT&T Wireless (NYSE: AWE) is the largest independently traded
wireless carrier in the United States, following our split from
AT&T on July 9, 2001. AT&T Wireless now operates the largest
GSM/GPRS network in the Western Hemisphere. With 20.2 million
subscribers, and full-year 2001 revenues exceeding $13.6
billion, AT&T Wireless will continue delivering advanced high-
quality mobile wireless communications services, voice or data,
to businesses and consumers, in the U.S. and internationally.
For more information, please visit us at
http://www.attwireless.com.

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


BAM! ENTERTAINMENT: Receives Delisting Notification from Nasdaq
---------------------------------------------------------------
BAM! Entertainment, Inc. (Nasdaq: BFUN) received notice from The
Nasdaq Stock Market, Inc., indicating that the Company's common
stock had not met the minimum bid price requirements for
continued listing as set forth in Marketplace Rule 4450(a)(5)
and that its securities are, therefore, subject to delisting
from the Nasdaq National Market.  The company received the
notice because its stock had not closed at or above the minimum
$1.00 per share requirement for 30 consecutive trading days.

The letter states that the Company is provided with 90 calendar
days, or until February 18, 2003, to regain compliance.  If, at
any time before February 18, 2003, the closing bid price of the
Company's common stock is $1.00 or more for a minimum of 10
consecutive trading days, Nasdaq will provide written
notification that the Company complies with the Rule (although
under certain circumstances, the Nasdaq Staff may require that
the closing bid price equals $1.00 or greater for more than 10
consecutive trading days before determining that the Company
complies).

If compliance cannot be demonstrated by February 18, 2003,
Nasdaq will provide written notification that the Company is no
longer in compliance with Nasdaq requirements for inclusion in
the Nasdaq National Market.  At that time, the Company may
appeal the determination to a Listing Qualifications Panel, or
the Company may apply for listing on The Nasdaq SmallCap Market,
which, if approved, makes available a 180 calendar day SmallCap
Market grace period to regain compliance. If it then meets
certain listing criteria, the Company may also be eligible for
an additional 180-day grace period. There can be no assurance
that any transfer application would be accepted or that an
appeal to the Listing Qualifications Panel would be successful.

              About BAM! Entertainment, Inc.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide.  The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software or video game systems, wireless devices, and
personal computers.  More information about BAM! and its
products can be found at the company's web site located at
www.bam4fun.com.

                            *   *   *

In the company's SEC FORM 10-Q filing on November 11, 2002, BAM!
reported that [D]uring the three months ended September 30,
2002, the Company used cash in operating activities of $2.3
million and incurred a net loss of $8.4 million. As of September
30, 2002, the Company had cash, cash equivalents and short-term
investments of $9.1 million and its accumulated deficit was
$32.0 million. The Company may not have sufficient cash to
continue operations for the next 12 months. In November 2002,
the Company initiated a restructuring of its operations.
Continued negative cash flows create uncertainty about the
Company's ability to implement its operating plan. In addition,
current market conditions present uncertainty as to the
Company's ability to secure financing, if needed, and to reach
profitability.

If cash, cash equivalents and short-term investments, together
with cash generated from operations are insufficient to satisfy
the Company's liquidity requirements, the Company may seek to
raise additional financing or reduce the scope of its planned
product development and marketing efforts. However, there can be
no assurances as to the availability of additional financing,
the terms of such financing if it is available, or as to the
Company's ability to achieve positive cash flow from operations.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a
reasonable period of time.

The financial statements do not include any adjustments relating
to the recoverability and classification of assets or the
amounts and classification of recorded liabilities that might be
necessary should the Company be unable to continue as a going
concern.


BUDGET GROUP: Seeks Court OK on Settlement Pact with Gulf Ins.
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
approve a stipulation with Gulf Insurance Company, which would
transfer to Cherokee -- as the Buyer of a substantive portion of
the Debtors' assets -- the Surety Bonds and Bond Documents that
are in the Debtors' name.

Gulf is one of the principal providers of surety bonds for the
Debtors, having issued numerous Surety Bonds supporting
important parts of the Debtors' business operations.  The Surety
Bonds are required as pre-conditions to the Debtors' right to
conduct business at many of its rental facilities or to support
the Debtors' insurance and other business agreements as well as
regulatory requirements.

Mathew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that the Debtors need the Surety
Bonds to guarantee their performance under concession agreements
with the different airport authorities nationwide.

The Debtors and Gulf are parties to a:

     -- Surety Bond Collateral Agreement;

     -- Cash Collateral Pledge Agreement, pursuant to which the
        Debtors granted Gulf a first-priority perfected security
        interest in $10,000,000 in cash collateral or cash
        equivalents and the products and proceeds thereof;

     -- General Agreement of Indemnity, pursuant to which the
        Debtors are required to reimburse Gulf for any draws made
        on the Surety Bonds, as well as any costs and expenses,
        including attorney's fees, of Gulf in connection with the
        Surety Bonds; and

     -- Control Agreement with Salomon Smith Barney as securities
        intermediary.

These agreements are referred to as the Bond Documents.

The salient terms of the Debtors' stipulation with Gulf are:

     A. Gulf will consent to the assumption and assignment of the
        Bond Documents and their Surety Bonds;

     B. If the Closing Date occurs, the Debtors will release Gulf
        from any and all claims relating to the Collateral and
        the Bond Documents including all claims under Chapter 5
        of the Bankruptcy Code and acknowledge that Gulf has a
        valid, perfected, and unavoidable first-priority security
        interest in and lien on the Collateral;

     C. The Debtors will cure all defaults related to the Bond
        Documents and the Surety Bonds as specified in the
        Stipulation;

     D. The Debtors will cancel, reject, or terminate any
        unassigned underlying agreement within 90 days of the
        Closing Date, so long as these actions do not cause draws
        on Surety Bonds.  To the extent Cherokee pays any amount
        to Gulf as a result of an obligation arising under the
        Unassigned Underlying Agreement, Cherokee will have an
        administrative expense claim against the Debtors for
        these amounts;

     E. On the Closing Date, Gulf will substitute the Debtors'
        name on the Surety Bonds relating to agreements assumed
        and assigned by the Debtors to Cherokee, and assumed by
        Cherokee, with Cherokee's name;

     F. The Collateral will be transferred to Cherokee subject to
        Gulf's continuing security interest and lien under the
        Bond Documents; and

     G. Gulf will withdraw its objection and not object further
        to the Sale Motion, the Purchase Agreement or the
        assumption of the Bond Documents.

                      Maryland Aviation Objects

John R. Knapp Jr., Esq., at Preston Gate & Ellis LLP, in
Seattle, Washington, relates that Maryland Aviation is the
beneficiary of two performance bonds under which Gulf is the
surety.  Mr. Knapp observes that the settlement agreement is
unclear about how the two performance bonds will be affected.
"If the stipulation does affect Maryland Aviation's Bonds, it is
deficient because it does not expressly provide for any rights
or standing of Maryland Aviation to enforce the Bonds against
Gulf or that Gulf has any obligation to Maryland Aviation," Mr.
Knapp asserts.

Mr. Knapp contends that continued coverage under the Bonds is an
essential element of adequate assurance of future performance by
Cherokee of any contracts to be assumed and assigned.  Unless
Maryland Aviation's rights and Gulf's obligations under the
Bonds are clearly spelled out, Cherokee's future performance is
in doubt.  This is compounded by the fact that Cherokee does not
seem to have any other assets other than those that will be
acquired from the Debtors.  The Debtors so far have only
established that Cherokee is a wholly owned subsidiary of
Cendant Corporation and that Cendant will be making a
$200,000,000 unsecured line of credit available to Cherokee.

As a newly formed entity, Mr. Knapp argues that Cherokee must
provide:

     A. in writing, a comprehensive statement of the manner
        in which it will operate the rental car concession;

     B. in writing, its name, telephone number, fax number, and
        its state of incorporation; and

     C. complete and detailed financial statements showing its
        assets, liabilities, capital, and operating results for
        its two most recently completed fiscal years, audited by
        a Certified Public Accountant. (Budget Group Bankruptcy
        News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


CALPINE: Goldman Sachs Reports $20M Senior Notes Not Registered
---------------------------------------------------------------
Goldman Sachs and Company has advised that of the $73,184,000 in
aggregate principal amount of Calpine Corporation Senior Notes
it currently owns, $19,900,000 in aggregate principal amount was
previously not registered.

Calpine also is the world's largest producer of renewable
geothermal energy, and it owns approximately 1.0 trillion cubic
feet equivalent of proved natural gas reserves in Canada and the
United States.  The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit its Web site at
http://www.calpine.com

                           *   *   *

As reported in the April 3, 2002 issue of the Troubled Company
Reporter, Standard & Poor's lowered its corporate credit rating
on Calpine Corp., to double-'B' from double-'B'-plus. The
outlook is stable. At the same time, Standard & Poor's lowered
its rating on Calpine's senior unsecured debt to single-'B'-plus
from double-'B'-plus, two notches below the corporate credit
rating; its rating on the "SLOBS" (Tiverton/Rumford and
Southpoint/Broad River/Rockgen) to double-'B' from double-'B'-
plus; and its rating on the convertible preferred stock to
single-'B' from single-'B'-plus.


COLD METAL: Now Getting Regular Deliveries from Steel Suppliers
---------------------------------------------------------------
Cold Metal Products, Inc. (Amex: CLQ), a leading North American
intermediate strip steel processor, announced its supply picture
is improving now that it is receiving regular deliveries from
its primary steel suppliers.

Cold Metal had been dealing with steel supply issues compounded
by the overall demand for primary steelmakers' output and by the
company's filing for Chapter 11 bankruptcy in August.

Cold Metal President and CEO Raymond P. Torok said steel
producers recently resumed more regular shipments to the
company's processing plants, thus easing supply issues that were
hindering efforts to make on-time deliveries to customers.

"We're extremely pleased to report that our Ottawa, Ohio, and
Hamilton, Ontario, plants received more steel in October than
during any other month this fiscal year," Torok said.  "With
more regular and predictable delivery schedules from our primary
producers, we now are able to focus on processing and shipping
our customers' orders.

"This is, without question, a very important development as we
work our way through the restructuring process.  We appreciate
the support our customers have demonstrated as our team restores
our own delivery schedules."

Cold Metal is now receiving steel from Rouge Steel,
International Steel Group (ISG), Voest-Alpine, Global Steel
Services (formerly Thyssen Steel Group), Marubeni-Itochu Steel
America, Gallatin Steel and Steel Dynamics.

A leading North American intermediate strip steel processor,
Cold Metal Products provides a wide range of steel strip
products to meet the critical requirements of precision parts
manufacturers.  Through cold rolling, annealing, normalizing,
edge conditioning, oscillate winding, slitting and cutting to
length, the company provides value-added products to
manufacturers in the automotive, construction, cutting tools,
consumer goods and industrial goods markets.  Cold Metal
Products operates plants in Ottawa, Ohio; Indianapolis, Ind.,
Detroit, Mich.; Hamilton, Ont.; and Montreal, Quebec.  The
company employs approximately 350 people.


COMDIAL CORP: Posts Decreased Profits for Third Quarter 2002
------------------------------------------------------------
Comdial Corporation (OTC: CMDL), a leading provider and
developer of enterprise telecommunications solutions, reported
financial results for the third quarter ended September 30,
2002. It also announced that is has received a $1.0 million cash
payment from ePHONE as the initial installment in the settlement
of the arbitration award handed down in favor of the Company,
and restated its financial results as of and for the year ended
December 31, 2001.

The Company had net sales of $12.5 million during the third
quarter of 2002, compared to $22.9 million in the third quarter
of 2001. This decrease was primarily caused by the overall
economic slowdown and the Company's exit from non-strategic
business lines. In addition, Comdial continued to experience
difficulties in fulfilling certain product orders as a result of
the production transition from Virginia to its outsourcing
partners plus a backlog that has been built up with one of its
domestic outsourcing partners due to production issues. The
outsourcing problem is currently being addressed and is expected
to be resolved during the fourth quarter of 2002. However, there
is risk that such production issues could continue. In September
2002, the Company conducted an initial closing of its private
placement, and in October 2002, the Company conducted a second
and final closing, completing a financial restructuring that
resulted in an aggregate of $15.3 million in private placement
investments and the extinguishment of the Company's $12.5
million senior bank debt in exchange for a cash payment of $6.5
million to its lender.

Also during the third quarter of 2002, the Company decreased its
net loss to $2.1 million, an improvement of 28% compared to a
net loss of $3.0 million for the third quarter of 2001. This
improvement was primarily attributable to lower selling, general
and administrative expenses and an increase in miscellaneous
income, partially offset by lower sales levels.

"We made significant progress this quarter by finalizing our
restructuring effort and re-capitalizing the company. As a
result, we are now solidly positioned to deliver new and
innovative solutions to satisfy our customers' business
communications requirements," commented Nick Branica, the
Company's President and Chief Executive Officer.

Gross Profit

Gross profit decreased by 53% for the third quarter of 2002 to
$3.4 million, compared with $7.3 million in the third quarter of
2001. Gross profit, as a percentage of sales, decreased from 32%
for the third quarter of 2001 to 28% for third quarter of 2002.
During the third quarter of 2002, the Company charged $1.0
million to cost of sales for inventory obsolescence and physical
inventory discrepancies. Excluding the $1.0 million charge, the
Company's gross profit margin improved to 36%.

Operating Expenses

Selling, general and administrative expenses ("SG&A") decreased
for the third quarter of 2002 by 30% to $5.0 million, compared
with $7.2 million in the third quarter of 2001. This decrease
primarily resulted from downsizing the Company's work force and
more closely controlling costs. SG&A expenses, as a percentage
of sales, increased to 40% for the third quarter compared with
31% for the same period of 2001. This increase primarily
resulted from the decrease in net sales described above.
Engineering, research and development expenses for the third
quarter of 2002 decreased by 24% to $1.2 million, compared with
$1.5 million for the third quarter of 2001, primarily due to the
downsizing of the work force. Engineering expenses, as a
percentage of sales, increased to 9% for the third quarter of
2002 compared with 7% for the third quarter of 2001, primarily
due to the decrease in net sales described above.

Miscellaneous Income

Miscellaneous income increased to $7.0 million for the third
quarter of 2002 compared with $0.1 million for the third quarter
of 2001, primarily related to the gain on the extinguishment of
the outstanding indebtedness owed by the Company to Bank of
America. In addition, the Company recognized a previously
deferred gain on the sale of Array Telecom Corporation assets of
$1.3 million, due to settlement of the ePHONE arbitration.

Restructuring

During the third quarter of 2002 and as previously announced,
Comdial raised $14.5 million through private placements
concluding the recapitalization of the Company. Pursuant to the
private placements, the Company issued three year subordinated
secured convertible promissory notes and warrants to acquire
common stock. The warrants, which were issued to private
placement investors, certain executives of the Company and the
Company's placement agent, are exercisable at $.01 for an
aggregate of approximately 137.5 million shares of the Company's
common stock. The Company used a portion of the proceeds of the
private placements to extinguish the $12.5 million outstanding
under the Company's senior credit facility and redeem the
preferred stock held by Bank of America, NA. An additional $0.8
million was raised in a second closing of private placements on
October 29, 2002.

ePHONE Case

On August 27, 2002, the American Arbitration Association (the
"AAA") issued an award in favor of the Company in an arbitration
brought by ePHONE Telecom, Inc., of Herndon, Virginia against
the Company and its Array Telecom Corporation subsidiary. The
AAA denied all claims made in the arbitration by ePHONE and
ordered ePHONE to pay the Company approximately $1.7 million on
the Company's counterclaim. In addition, the AAA ruled that
ePHONE is responsible for payment of all of the administrative
fees and expenses of the AAA, plus the compensation of the three
arbitrators who presided over the arbitration and must reimburse
the Company approximately $38,000 in fees previously advanced to
the AAA by the Company. On November 1, 2002, the state court in
Alexandria, Virginia confirmed the award upon a motion by the
Company. Because the Company had significant uncertainties about
the collectibility of the $1.7 million award from ePHONE, none
of this award amount was recognized as income in the third
quarter of 2002. On November 13, 2002, the Company entered into
a settlement agreement with ePHONE in which the Company agreed
to accept $1.6 million in full satisfaction of the amounts owed
by ePHONE pursuant to the award. ePHONE made an initial $1.0
million payment under the settlement on November 13, and the
remaining $0.6 million is due on or before November 20, 2002. If
ePHONE fails to make timely payment of the remaining amount,
Comdial shall be entitled to collect from ePHONE the remaining
$0.7 million due under the original award, plus certain costs
and attorneys' fees.

Restatement of 2001 Results

Subsequent to the issuance of Comdial's financial statements as
of and for the year ended December 31, 2001, the Company's
management determined that certain raw materials had been
shipped and sold to an outsourcer during 2001, but the inventory
shipment had not been invoiced. When the Company completed a
physical inventory in December 2001, the Company charged cost of
sales for the $0.6 million reduction in inventory instead of
recording a receivable. Under the terms of our outsourcing
arrangement, these sales were equal to the inventory cost. When
the error was identified in 2002, the outsourcer agreed that the
amounts are owed to the Company and has agreed to allow the
Company to reduce amounts otherwise owed to the outsourcer by
this $0.6 million. As a result, the financial statements as of
and for the year ended December 31, 2001, have been restated
from amounts previously reported to appropriately account for
the sale of these raw materials.

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized offices, government, and other organizations.
Comdial offers a broad range of solutions to enhance the
productivity of businesses, including voice switching systems,
voice over IP (VoIP), voice processing and computer telephony
integration solutions. For more information about Comdial and
its communications solutions, please visit our web site at
http://www.comdial.com.

                            *   *   *

                       Debt Restructuring

On June 21, 2002, ComVest entered into an agreement with
Comdial's senior bank lender to purchase the bank's
approximately $12.7 million senior secured debt position,
outstanding letters of credit of $1.5 million, and 1,000,000
shares of Series B Alternate Rate Convertible Preferred Stock
(having an aggregate liquidation preference of $10.2 million)
for a total of approximately $8.0 million. Although there can be
no assurances, it is expected that this buy-out by ComVest,
which is subject to closing conditions, will be completed during
2002.  In connection with its debt restructuring, Comdial will
seek additional longer term financing which it expects will be
in the form of a new senior bank loan and other debt or equity
funding to be raised during 2002.  It is anticipated that the
Bridge Financing will be replaced by or convert into this
subsequent longer term financing.  There can be no assurance
that the Company will be successful in obtaining additional
financing or that the terms on which any such funding may be
available will be favorable to the Company.

                          Nasdaq Delisting

As a result of its immediate convertibility into shares of
common stock, the issuance of the Bridge Notes required
shareholder approval under the corporate governance requirements
of Nasdaq's Marketplace Rules. The failure to obtain shareholder
approval prior to the issuance of the Bridge Notes has resulted
in the Company's shares being delisted from the Nasdaq SmallCap
Market(R).  The Company anticipates that its common stock will
be quoted on the NASD's OTC-BB.  Nasdaq determined that the
Company was not eligible for immediate listing on the OTC-BB
because part of the delisting order related to public interest
concerns regarding the substantial dilution.  Accordingly, the
Company's stock currently trades on the Pink Sheets Electronic
Quotation Service.  The application to be quoted on the OTC-BB
must be filed by one or more broker-dealers and the Company must
meet certain requirements, including that its filings under the
Exchange Act must be current.  There can be no assurance that
the Company's stock will be quoted on the NASD's OTC-BB in the
future, in which case the Company's stock will continue to trade
through the pink-sheets.


COMM 2001-J1: Fitch Downgrades Ratings on Four Classes of Notes
---------------------------------------------------------------
COMM 2001-J1 commercial mortgage pass-through certificates,
$13.6 million class G has been downgraded to 'BBB-' from 'BBB'
by Fitch Ratings. Fitch also downgrades $13.6 million class H to
'BB' from 'BBB-', $11.7 million class J to 'BB' from 'BBB-' and
$9.7 million class M to 'AA' from 'AA+'. In addition, Fitch
affirms the $33 million class A1, $116.4 million class A1F and
$236.7 million class A2 at 'AAA'; $177 million class A-2F, which
represents the COMM 2001-JF1 transaction, at 'AAA'; $46.6
million class B at 'AA'; $46.6 million class C at 'A+'; $15.6
million class D at 'A'; $31.1 million class E at 'A-'; $23.3
million class F at 'BBB'; and $4.9 million class P at 'BBB-'.
The downgrades and affirmations follow Fitch's annual review of
the transaction, which closed in March 2001.

The downgrades are primarily attributed to the deteriorating
performance of the Thayer Hotel Portfolio and 165 Market Halsey
loans. Both loans have shown a significant decline in
performance since issuance and Fitch believes this level of
performance will continue in future years.

The downgrade to class M is solely attributed to the downgrade
of MetLife's corporate debt rating to 'AA' from 'AA+' by Fitch
in September 2002. The class M certificates receive principal
and interest from the Adolphus Hotel Third mortgage only. The
hotel is subject to a bondable lease guaranteed by MetLife.

As of the October 2002 distribution, the certificate balance has
been reduced by approximately 2.3% to $776.8 million from $795.3
million at issuance. The certificates are collateralized by 11
loans secured by 18 commercial loans. By outstanding loan
balance the pool consists of office (68.7%), hotel (21.3%), and
retail (10%). The properties are located in 8 states and the
District of Columbia with significant concentrations in New York
(23.2%), Washington D.C. (14.5%), Oregon (13.9%), and New Jersey
(11.2%).

The Thayer Hotel Portfolio loan is secured by six full-service
hotels located in New Jersey, Louisiana, Florida, and Texas. The
Fitch stressed debt service coverage ratio (DSCR) for the pool
of loans decreased to 1.45 times (x) as of trailing twelve
months (TTM) June 2002 from 1.77x at issuance. The DSCR was
calculated by using a stressed debt service and the servicer
reported net cash flow (NCF). While all of the hotels have
experienced a decline in DSCR and revenue per available room
(RevPAR), the Crowne Plaza in Austin, TX and the Sheraton Suites
in Plantation, FL are of greater concern. The hotel in Austin
transferred franchise flags to a Crowne Plaza from a Sheraton in
August 2002. New management was also hired to increase the
declining performance of the hotel. The servicer reported DSCR
for the Austin property decreased to 0.78x as of TTM July 2002
from 1.90x at issuance. The RevPAR decreased to $60.31 as of TTM
August 2002 from $69.87 at YE 2001. The Sheraton Suites in
Plantation, FL has shown a similar decline. The servicer
reported DSCR decreased to 0.90x as of TTM July 2002 from 2.07x
at issuance. The RevPAR decreased to $65.49 as of TTM August
2002 from $79.70 at YE 2001. The current volatile state of the
hotel industry and overbuilt markets have contributed to the
decline of this hotel portfolio.

The Market Halsey loan is secured by a 16-story telecom carrier
hotel located in downtown Newark, NJ. The property is configured
specifically for telecommunications and technology based
tenants. The occupancy decreased to 83% as of June 2002 from 90%
at issuance. The Fitch stressed DSCR declined to 1.43x as of TTM
June 2002 from 1.71x at issuance. The deterioration in
performance is due to the decline in occupancy caused by
bankrupt tenants. The lease rollover at the property is minimal
in the next two years and the borrower has not received any
notices of other tenants vacating the building.

The Penn Plaza has experienced a slight decline in performance.
The loan is secured by a 12-story office building located in
Washington D.C. Several tenants vacated at the end of their
lease terms, however, the borrower indicated that the occupancy
has stabilized at 96% because existing tenants have taken over
the vacated space. The Fitch stressed DSCR declined to 1.37x as
of TTM June 2002 from 1.47x at issuance.

Besides the Adolphus Hotel, the remaining six loans in the pool
have performed well. The Fitch stressed DSCR has remained flat
or improved since issuance for these loans. Fitch does not view
any of these loans as of concern.

Fitch will continue to monitor the transaction, as surveillance
is ongoing.


CONTINENTAL AIR: Fitch Cuts Rating on Airport Rev. Bonds to B-
--------------------------------------------------------------
Fitch Ratings downgrades approximately $300,000,000 City of
Houston, Texas Airport System special facilities revenue bonds
(Continental Airlines, Inc. Terminal E Project) series 2001 to
'B-' from 'B'. On Oct. 30, 2002, Fitch lowered the debt rating
for Continental Airlines, Inc. senior unsecured obligations to
'CCC+' from 'B-.' The special facilities bonds are inextricably
linked to the credit rating and strength of Continental
Airlines. However, Fitch continues to maintain a slightly higher
rating on the special facilities bonds because of the re-let
provisions in the lease and various gate and enplanement related
demand issues. The Rating Outlook for both the special
facilities bonds and Continental Airlines remains Negative.

The special facilities bonds were issued to finance the Terminal
E project, which Continental Airlines intends to use as its
primary international terminal at George Bush Intercontinental
Airport (IAH) and to use as a gateway to Latin America. Key
credit factors include the special facilities lease with the
city, which provides airport management with the ability to re-
let the facility if Continental Airlines was to default. Fitch
views the re-let provision and the profitability of the IAH hub
for Continental as fundamental to the 'B-' rating.

Credit concerns include the viability of the lessee (security
for the bonds is derived primarily from Continental Airlines'
lease payments), which is rated well below investment grade and
faces industry-wide pressures. The recent Continental Airlines
downgrade reflects the continuing impact of a weak domestic
airline revenue environment on Continental's cash flow
generation and deteriorating liquidity outlook. Despite the fact
the Continental's operating results have consistently beaten
those of its major network competitors and should continue to do
so (largely as a result of both a revenue premium and a better
operating cost structure), the airlines are facing several
quarters of weak operating cash flow and high fixed financing
obligations (interest, aircraft, and facilities rents, scheduled
amortization payments and pension contributions). Continental is
likely to see a reduction in its cash balances.


CORRPRO COMPANIES: September Working Capital Deficit Tops $16MM
---------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO) reported results for its
fiscal 2003 second quarter which ended September 30, 2002.
During the second quarter, Corrpro formally adopted a business
restructuring plan to enhance earnings and lower debt levels
through improvement in operations and divestiture of non-core
and international operations. Business segments being sold are
reported as discontinued operations. Consequently, under
applicable accounting principles, Corrpro's revenues and results
from continuing operations include only its core North American
operations. In addition, the Company's balance sheet and its
year-to-date results reflect the impact of recently effective
goodwill accounting pronouncements concerning the amortization
and impairment of goodwill.

For the fiscal 2003 second quarter, the Company reported
revenues of $28.3 million and a net loss from continuing
operations of $0.2 million, compared to revenues of $31.1
million and income from continuing operations of $0.4 million in
the prior fiscal year's second quarter. Corrpro's gross profit
margins were 33.3% for the quarter compared with 31.4% in the
prior-year period. The Company's selling, general and
administrative expenses, including unusual charges, were $7.7
million (27.4% of revenues) compared to $7.5 million (24.0% of
revenues) in the prior year's second quarter. The Company
incurred unusual cash charges of $1.4 million (compared to
unusual charges of $0.1 million in the prior-year period)
related to the investigation of previously reported accounting
irregularities in its Australian subsidiary, professional fees
in connection with its loan agreements and severance costs
related to its restructuring plan. The Company reported
operating income from continuing operations of $1.7 million,
compared to operating income from continuing operations of $2.3
million in the prior-year period. Excluding the impact of the
unusual charges, the Company's operating income from continuing
operations for the quarter would have been $3.1 million, $0.7
million more than the prior year period's results.

During the fiscal 2003 second quarter, the Company recorded a
loss from discontinued operations of $3.1 million. The reported
loss from discontinued operations is primarily comprised of non-
cash charges of $3.7 million required to recognize the
cumulative effect of currency translation adjustments, other
comprehensive income amounts and charges for professional fees
related to the discontinuance of the International and Other
Operations segments. For the prior-year period, the loss from
discontinued operations totaled $0.2 million.

For the quarter, the Company's net loss was $3.4 million, or
$0.40 per share, compared to net income of $0.1 million, or
$0.02 of income per share in the prior-year period. EBITDA
(earnings before interest, taxes, depreciation and amortization)
from continuing operations for the second quarter totaled $2.3
million compared to $3.2 million in the prior-year period, a
decrease of $1.0 million. Prior-year period results from
continuing operations include amortization of goodwill. Under
new accounting standards applicable to the Company, such
amortization ceased effective April 1, 2002. Had the new
standard been effective for the second quarter of the prior
fiscal year, income from continuing operations would have
increased by approximately $0.2 million, or $0.03 per diluted
share.

Commenting on the fiscal 2003 second quarter financial results,
Joseph W. Rog, Chairman, Chief Executive Officer and President
said, "When we look closely at our core continuing business of
cathodic protection and coatings in our North American
operations, we are quite pleased. On an operating basis,
excluding unusual charges, under tight cash and soft market
conditions, we were able to generate an operating margin of
10.9% during the second quarter which is up 26%, or $0.6
million, over the prior-year quarter. This performance was
achieved through continued improvement in gross margins and
reductions in operating expenses."

In accordance with relevant accounting principles, the Company
engaged independent valuation experts to assess the value of
goodwill on its books. As a result, the Company concluded that
certain of its goodwill was impaired, effective as of April 1,
2002, the beginning of its current fiscal year. The charge
totaled $18.2 million and represented the cumulative effect of a
change in accounting principle to reduce the carrying values of
certain indefinite lived intangible assets and goodwill to
estimated fair values as required. The charge is non-cash in
nature and its impact does not result in any non- compliance
with existing financial covenants under the Company's loan
agreements.

After giving effect to the accounting treatment for discontinued
operations and the impact of the cumulative effect of change in
accounting principle that related to goodwill, for the six-month
period ended September 30, 2002, the Company reported revenues
of $55.1 million and a net loss from continuing operations of
$0.9 million, compared to revenues of $64.1 million and a net
income from continuing operations of $0.9 million in last years
first half. Corrpro's gross profit margins for the six-month
period were 32.6% compared with 30.7% in the prior-year period.
The Company's selling, general and administrative expenses,
including unusual charges, were $15.8 million (28.6% of
revenues) for the six-month period ended September 30, 2002
compared with $15.4 million (24.0% of revenues) for the prior-
year period. The Company incurred unusual cash charges of $2.5
million (compared to unusual charges of $0.2 million in the
prior-year period) related to the investigation of previously
reported accounting irregularities in its Australian subsidiary,
professional fees in connection with its loan agreements, and
severance costs related to its restructuring plan. The Company
reported operating income from continuing operations of $2.2
million, compared to operating income from continuing operations
of $4.3 million in the comparable prior-year period. Excluding
the impact of the unusual charges, the Company's operating
income from continuing operations for the quarter would have
been $4.7 million, $0.2 million more than in the prior year
period.

For the six month period ended September 30, 2002, the Company's
loss from discontinued operations was $4.9 million. The reported
loss from discontinued operations is primarily comprised of non-
cash charges of $5.3 million required to recognize the
cumulative effect of currency translation adjustments, other
comprehensive income amounts and charges for professional fees
related to the discontinuance of the International and Other
Operations segments. For last year's first half, the loss from
discontinued operations totaled $1.0 million.

For the six month period ended September 30, 2002, the Company's
net loss, which including the aforementioned non-cash charge of
$18.2 million for the cumulative effect of change in accounting
principle, was $24.0 million, or $2.87 of loss per share,
compared to a net loss of $0.1 million, or $0.02 of loss per
share in the prior-year period. EBITDA (earnings before
interest, taxes, depreciation and amortization) from continuing
operations for the six- month period ended September 30, 2002
totaled $3.4 million compared to $6.0 million in the prior-year
period, a decrease of $2.6 million. Prior-year period results
for continuing operations include amortization of goodwill.
Under new accounting standards applicable to the Company, such
amortization ceased effective April 1, 2002. Had the new
standard been effective for the prior fiscal year, income from
continuing operations for the six-month period ended September
30, 2001, would have increased by approximately $0.4 million, or
$0.05 per diluted share. Further financial information is more
fully reflected in the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002.

Corrpro, headquartered in Medina, Ohio, with over 60 offices
worldwide, is the leading provider of corrosion control
engineering services, systems and equipment to the
infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading
supplier of corrosion protection services relating to coatings,
pipeline integrity and reinforced concrete structures.

As of September 30, 2002, Corrpro's current liabilities exceeded
its current assets by about $16 million.


CUMMINS INC: Completes Sale of $250 Million of 9.5% Senior Notes
----------------------------------------------------------------
Cummins Inc. (NYSE:CUM) completed its private placement offering
of $250 million in senior notes, maturing in 2010. The notes,
which bear interest at 9.5 percent, were issued to refinance
existing debt, to reduce short-term debt and for general
corporate purposes.

On November 5, Cummins announced that it had executed a new
three-year revolving credit agreement with a group of banks. The
secured agreement provides for borrowings of up to $385 million.

"With the notes and the revolving credit agreement, Cummins now
has substantial liquidity in place, and we are well positioned
to fund our financing needs going forward," said Tim Solso,
Cummins Chairman and Chief Executive Officer.

The senior notes have not been registered under the Securities
Act of 1933 or applicable state securities laws, and may not be
offered or sold in the United States absent registration under
the Securities Act and applicable state securities laws or
available exemptions from such registration requirements.

A global power leader, Cummins Inc. is a corporation of
complementary business units that design, manufacture,
distribute and service electrical power generation systems,
engines and related technologies, including fuel systems,
controls, air handling, filtration and emission solutions.
Headquartered in Columbus, Indiana (USA), Cummins serves its
customers through more than 500 company-owned and independent
distributor locations in 131 countries and territories. With
24,900 employees worldwide, Cummins reported sales of $5.7
billion in 2001. Press releases by fax may be requested by
calling News on Demand (toll free) at 888-329-2305. Cummins home
page can be found at http://www.cummins.com

                         *   *   *

As previously reported in the November 11 issue of the Troubled
Company Reporter, Fitch Ratings downgraded the senior unsecured
notes of Cummins Inc., to 'BB-' from 'BB+' , assigned a rating
of 'BB-' to the $200 million in new senior unsecured notes being
issued, and assigned a rating of 'BB+' to the newly established
$385 million secured revolving credit agreement. The company's
mandatorily redeemable convertible preferred securities have
also been downgraded to 'B+' from 'BB-'. The downgrades reflect
persistently weak end markets, longer term concerns related to
the company's competitive position and profitability, weak
credit measures, increasing pension obligations and the granting
of security to the company's revolving credit lenders (resulting
in the subordination of the unsecured notes and preferred
securities). The Rating Outlook remains Negative.


DIAMOND BRANDS: Court OKs Jarden's Acquisition of Assets & Debts
----------------------------------------------------------------
Jarden Corporation (NYSE: JAH) announced that its plan to
purchase the business assets and certain liabilities of Diamond
Brands Operating Corp. and its affiliates has been approved in
the United States Bankruptcy Court for the district of Delaware
as the exclusive plan to be voted on by the creditors.   Diamond
Brands, based in Cloquet, MN, employs approximately 600 people
and is a leading manufacturer and marketer of niche consumer
products for domestic use including matches, toothpicks,
disposable plastic cutlery, straws, clothespins and wooden
crafts, sold primarily under the Diamond Brands and Forster
trademarks.  The net value of the transaction is approximately
$90 million.  The acquisition is expected to close by the end of
January 2003, subject to final confirmation by the Bankruptcy
Court, Hart-Scott-Rodino approval, execution of a definitive
purchase agreement and other customary closing conditions.

Martin E. Franklin, chairman and chief executive officer of
Jarden Corporation, said, "We are delighted to have been
selected as the acquirer of the Diamond Brands business.  The
acquisition fits squarely within our stated goal of building a
portfolio of leading branded domestic consumer products, that
enjoy high market shares of niche markets.  With market
leadership positions in kitchen matches, toothpicks and plastic
cutlery, the acquisition will increase our revenue base by
approximately $100 million while adding the well-known Diamond
Brandsr and Forsterr trademarks to our existing brands.
Furthermore, Diamond Brands will provide a new family of
products that are sold through similar distribution channels. We
expect the acquisition to be accretive to earnings from the date
of closing."

Naresh Nakra, chief executive officer of Diamond Brands, said,
"We welcome the acquisition by Jarden, a well-financed public
company that should provide a long-term, stable home for Diamond
Brands and its employees.  Diamond Brands is an excellent
strategic fit within Jarden's consumer products group, where our
expertise in manufacturing and strong brands complements
Jarden's channels of distribution and business philosophy."

Jarden Corporation is a leading provider of niche consumer
products used in home food preservation.  Jarden's consumer
products group is the U.S. market leader in home vacuum
packaging systems and accessories, under the FoodSaver(R) brand
and home canning and related products, primarily under the
Ball(R), Kerr(R) and Bernardin(R) brands.  Jarden's materials
based group is the country's largest producer of zinc strip and
manufactures plastics parts for other equipment manufacturers.


EB2B COMMERCE: Needs More Time to File September Quarter Report
---------------------------------------------------------------
Additional time is required by eB2B Commerce Inc. to file, with
the SEC, the financial statements for the quarterly period ended
September 30, 2002.  The delay is due to a recent change in
auditors and due to recent turnover in personnel.

The Company anticipates that revenues, excluding revenues from
discontinued operations, for the three and nine month periods
ended September 30, 2002 will decrease by approximately 13% and
16% from the comparable periods of 2001. The Company is still in
the process of determining its net loss.

On its June 30, 2002, balance sheet, eB2B's current liabilities
exceeded current assets by about $3 million.


EMPIRIC ENERGY: Intends to Acquire Working Interest in Venture
--------------------------------------------------------------
James J. Ling, CEO of Empiric Energy, Inc. (OTCBB:EMPE) a
Dallas-based oil and gas company has signed a Letter of Intent
to acquire from Venture Energy, Inc, a significant working
interest in several on-going projects located in Louisiana,
including the Livonia Field, in Pointe Coupee Parish, the Red
River Bull Bayou, located in the Red River Parish, Louisiana,
which will include returning 20 wells in an existing water flood
program. In addition, a current acquisition is in progress of a
well in the Lake Washington Field, in Placquemines Parish,
Louisiana. There is also a project located in the Cameron
Meadows field, which will be closed in the first quarter of
2003.

Gordon H. Johnson, President of Venture Energy, Inc. stated that
the acquisition of the above properties, wherein Empiric Energy,
Inc. working interest will range from 20% to 40%, with
production accruing to Empiric Energy, Inc. of approximately 300
to 400 BOPD and 250 mcfpd, will add significant revenues to
Empiric Energy, Inc., commencing in December, 2002, and
increasing substantially in the first quarter of 2003, and
thereafter.

Empiric Energy, Inc. (EEI) further announces that the company
had an operating loss of approximately $243,000, equal to
approximately $.03 cents per share, which is approximately
$48,000 more than 2001 for the period ending Sept. 30, 2002.

EEI is proposing a Capital Restructuring Program which consists
of the following:

That a shareholder owning 100 EEI Common Shares would receive 10
Series "L" Liquidation Value Preferred Shares, with a
liquidation value of $10.00 per share, equal to $100.00 in
Series "L" Preferred Shares, and 50 newly issued common shares.
The Series "L" shares can be converted into one EEI Common
Share. In this proposal the EEI shareholder retains the same
percentage of ownership. EEI, based on current and future
revenue projections, believes that by the third quarter of 2003,
a liquidation program for the Series "L" can be attained.

Terms and Conditions of this Capital Reduction Program will be
more fully described in the solicitation memorandum that will be
sent to its shareholders in the next few days. The target date
for the capital share restructuring program to be completed is
by Dec. 23, 2002.

The oil and gas wells in Louisiana, developed in a program
earlier this year by Anderson Exploration, Inc., have been shut-
in for approximately four months, because of flooding
conditions. The operator believes that the gas well, and the oil
well can be activated within the next ten days, under present
weather conditions, and completion of the second gas well will
be approximately three weeks later.

EEI is in negotiation to finance a 25% interest in drilling and
exploration located on Southern Louisiana, which has an overall
cost of approximately $13.0 million. This program should
commence in approximately three weeks. EEI believes that it can
obtain "start-up" financing for this program.

There are several other significant events that can and should
occur over the next thirty days, and will be publicly disclosed
at that time.

Empiric Energy's September 30, 2002, balance sheet shows a
working capital deficit of about $382,000.


ENCOMPASS SERVICES: Wants to Pay $160MM Owed to Critical Vendors
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates
estimate they owe roughly $180,000,000 in trade accounts payable
and that of these outstanding accounts payable, approximately
$160,000,000 is owed to Critical Vendors -- suppliers of
materials, equipment, goods and services with whom the Debtors
continue to do business and whose materials, equipment, goods
and services are essential and critical to the Debtors'
reorganization.  "To preserve the Debtors' enterprise value and
to emerge successfully from these chapter 11 cases," Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, tells the Court, the
Debtors want bankruptcy court authority to pay the $160 million
without further discussion.

To implement a workable Critical Vendor Program, the Debtors
propose the Court enter an order providing that:

       (a) When feasible and appropriate in the Debtors' business
           judgment, the Debtors are authorized to satisfy a
           Critical Vendor Claim from available funds on these
           conditions:

            (1) all Critical Vendor Claims will be paid by check
                or by wire transfer of funds;

            (2) by accepting payment under the terms of the
                Order, the Critical Vendor agrees to continue
                extending credit and supplying materials,
                equipment, goods and/or services to the Debtors
                and, that credit must generally be provided on
                ordinary and acceptable terms and conditions that
                are at least as favorable or better than those
                provided to the Debtors 120 days prior to the
                Commencement Date; and

            (3) the Debtors will transmit a copy of the Order to
                each Critical Vendor to which any payment
                permitted hereunder is made; and

       (b) A Critical Vendors' acceptance of payment for a
           Critical Vendor Claim is deemed acceptance of the
           terms of the Order.

The Debtors do not disclose the identities of those creditors
the Company thinks are or are not critical . . . and the Debtors
don't intend to provide the Court with that kind of a list.
Rather, the Debtors tell the Court, they've performed an
analysis of critical payments that are deemed necessary to avoid
potential disruptions and delays to their businesses resulting
from a potential inability to fill supply orders or to provide
critical services through their subcontractors.  The Debtors'
management and financial advisors are engaged in the ongoing
process of identifying Critical Vendors and critical payments to
such vendors.  Five criteria are being used to determine which
vendor payments will be critical to avoid business interruption:

       (a) Vendors who have the right to impose statutory liens,
           mechanic's and materialman's or possessory, on the
           Debtors' property or their work projects;

       (b) Subcontractors and/or vendors involved in ongoing
           projects that may have the ability to delay the
           completion of projects that the Debtors are otherwise
           contractually obligated to complete;

       (c) Vendors who are parties to executory contracts whose
           prepetition claims would have to be paid in full if
           the Debtors elected to assume such vendors' contracts;

       (d) Vendors and/or subcontractors that supply goods or
           services to a project governed by an executory
           contract requiring payment for all goods and services
           before the Debtors can be paid; and

       (e) Vendors that have reclamation rights.

While the Debtors seek authority to pay the vendors they think
are critical, the Debtors make it clear they do not propose to
pay all amounts outstanding immediately.  Instead, the Debtors
will determine -- in the exercise of their business judgment and
sole discretion, and based upon the liquidity available to the
Debtors at the time that determination is made -- which and
what amount of the Critical Vendor Claims will be paid and the
schedule for any payments.

The Debtors assure the Court that payment of the Critical Vendor
Claims will not create an imbalance in their cash flow as these
cases were not initiated in an effort to defer short-term
operating obligations but were instead initiated in an effort to
restructure the Debtors' long-term debt obligations.  Cash
generated in the ordinary course of the Debtors' businesses
will provide sufficient liquidity for full payment of the
Critical Vendor Claims in the ordinary course of business.  The
Debtors submit that payment of the Critical Vendor Claims will
not negatively impact their cash flows because payment of these
vendors and completion of the projects they are working on will
generate additional revenues from which the Debtors and their
creditors will benefit. (Encompass Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Seeks to Modify Joint Stipulation with Qwest Comms.
---------------------------------------------------------------
Enron Broadband Services, Inc., seeks the U.S. Bankruptcy Court
for the Southern District of New York's authority to modify the
Stipulation it entered into with Qwest Communications
Corporation for adequate protection.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on March 14, 2002, the parties entered into a Joint
Stipulation that provides for, among other things, the draw down
and deposit into a segregated account of proceeds from the
letter of credit supporting the April Payment.  Enron Broadband
and Qwest reserved their rights with respect to the funds in the
Segregated Account and to the September Payment under the
$148,000,000 Note and agreed to engage in good faith
negotiations to resolve the outstanding disputes between them.

Since then, Ms. Gray reports, the parties have continued to
pursue a settlement of their disputes.  However, a settlement
has not yet been reached.  Qwest and Enron Broadband now desire
to amend the Joint Stipulation in order to provide for the draw
down and deposit of the letter of credit supporting the
September Payment into the Segregated Account.

Ms. Gray contends that the modification should be approved
because it avoids litigation over the draw down of the Letters
of Credit with respect to the September Payment while preserving
the parties' rights with respect to the proceeds thereof.

Accordingly, Judge Gonzalez approves the modification on these
terms:

1. Modification of Paragraph 1

     These paragraphs are added:

     (e) In addition to the funding of the Segregated Account
         provided for in Paragraph 1(a), Enron Broadband and
         Qwest agree that Enron Broadband will draw down the
         entire $98,000,000 in proceeds in accordance with the
         letter of credit dated October 1, 2001, issued to Enron
         Broadband by Bank of America.  Enron Broadband will
         immediately place the proceeds thereof into a Segregated
         Account.

     (f) Except as otherwise provided in this paragraph, all
         conditions, acknowledgments, covenants and other
         provisions in paragraph 1(b) and 1(c), and Section 11
         will also apply to the proceeds of the October 1 Letter
         of Credit in all respects, it being the intent of the
         parties hereto that the October 1 Letter of Credit
         proceeds will be treated in the same manner as the April
         1 Letter of Credit proceeds.

2. Amendment to Section 8

     The first sentence in Section 8 of the Joint Stipulation is
     amended by the deletion of the phrase "or the payments due
     September 30, 2002 under the Promissory Notes."

3. Effect of Modification

     With the exception of the amendments contained herein, all
     other terms and conditions of the Joint Stipulation remain
     in full force and effect. (Enron Bankruptcy News, Issue No.
     48; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EQUIFIN INC: Reduces Exercise Price & Extends Terms of Warrants
---------------------------------------------------------------
EquiFin, Inc.(AMEX:II and II,WS), announced following its annual
meeting of Stockholders that the Company's Board of Directors
determined to reduce the price of its 1,114,852 outstanding,
publicly held common stock purchase warrants from $1.25 to $1.00
per share and to extend their expiration date from December 31,
2002 until December 31, 2003.

Each warrant entitles the holder to purchase one share of common
stock at the reduced exercise price. The Company noted that
although the Warrant price has been reduced in the past and the
term of expiration has previously been extended, there is no
assurance that further reductions or future extensions of the
expiration date will be made.

                          *     *     *

In its Form 10-Q report filed with the Securities and Exchange
Commission on November 15, 2002, the Company said:

"In December 2001, Equinox Business Credit Corp., an 81% owned
subsidiary of the Company, entered into a Loan and Security
Agreement with Foothill Capital Corporation, which provides for
the initiation of a $20,000,000 revolving credit facility. The
agreement provides for interest at the prime rate plus 1.25%
(equal to 6% at September 30, 2002). Equinox is permitted to
borrow under the Credit Facility at up to 85% of the borrowing
base, which consists of eligible purchased accounts and eligible
notes receivable, as defined in the Agreement. Under the terms
of the Agreement, Equinox must maintain tangible net worth
(including subordinated debt) of $3,000,000; a leverage ratio,
as defined, of not more than 5 to 1 and, beginning in April
2003, an interest coverage ratio of not less than 1.1 to 1,
increasing to 1.25 to 1 beginning April 2004. All the assets and
the capital stock of Equinox are pledged to secure the Credit
Facility, which is also guaranteed by the Company. The Agreement
matures December 31, 2004. There was $5,720,000 outstanding on
the Credit Facility at September 30, 2002.

"At September 30, 2002, Equinox had a net worth of $2,860,000
compared to the minimum requirement under the Credit Facility of
$3,000,000. The shortfall was subsequently cured by capital
contributions from EquiFin, Inc. The operating results for
Equinox will not be adequate to continue meeting this net worth
requirement during the fourth quarter of 2002 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required. In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through September 30,
2002, operated as a negative cash flow business. EquiFin has
provided operating cash to Equinox to cover such cash
shortfalls. EquiFin is continuing its private placement of notes
so that it will be in a position to continue to provide Equinox
with capital for its operating needs and net worth coverage.

"If EquiFin is unable to sell notes on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with Foothill on the
net worth requirement of its Credit Facility. There can be no
assurance Foothill would consent to this request. If sufficient
cash is not timely available for Equinox' operating needs, a
reduction in operating expenses would be required to continue
Equinox' operations.

"Advances by the lender under the Credit Facility for loans
initiated by Equinox are equal to 85% of the capital provided to
the borrower, with Equinox providing the additional 15% of
capital. In December 2001, the Company commenced a private
placement of up to $1,500,000 of five-year notes to provide the
Company with additional working capital and capital to invest in
the development of its loan portfolio. Through September 30,
2002, $561,000 of 11% subordinated notes and $470,000 of 13%
secured notes had been sold. The Company is continuing its
placement of notes in view of the requirement that the Company
has 15% invested in each loan that is initiated under the Credit
Facility. The growth of Equinox' loan portfolio during 2003 will
be dependent on the Company's ability to raise additional
capital."


EXIDE TECH: Wants to Lift Ordinary Course Professional Fee Caps
---------------------------------------------------------------
Exide Technologies, and its debtor-affiliates seek the Court's
authority to increase the Monthly Cap of the Ordinary Course
Professionals' fees and disbursements from $50,000 to $60,000
and the Total Expenditure Cap from $550,000 to $1,200,000 during
the pendency of these Chapter 11 cases.

Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young & Jones P.C., in Wilmington, Delaware, relates that since
the Petition Date, the Debtors have added many new Ordinary
Course Professionals as authorized under the Original OCP Order.
Based on the increased number of professionals and the
consequent increase in projected monthly expenditures, the
Debtors believe that they may begin to exceed the Total
Expenditure Cap necessitating them to obtain a Court order
authorizing these payments each time the cap is exceeded.

The Debtors also believe that an increase in the Monthly Cap is
required.  Ms. DePhillips notes that a number of Ordinary Course
Professionals have invoiced and are expected in the future to
invoice the Debtors at amounts between $50,000 and $60,000.
Increasing the Monthly Cap to $60,000 will eliminate the need
for the Debtors to file and argue numerous additional motions
with the Court seeking authority to pay certain Ordinary Course
Professionals higher amounts.  If the request is not granted,
the operation of the Debtors' businesses would be hindered
because each of the Ordinary Course Professionals would either:

     -- be unable to be retained and paid for their services; or

     -- be required to submit to the Court an application,
        affidavit and proposed retention order and apply for
        approval of its employment and compensation.

In either case, the costs to the Debtors' estates would
substantially increase and certain benefits of the Original
Order would be lost.

The Debtors contend that the procedures for retention of
ordinary course professionals under the original order have been
beneficial to the estate and utilized without controversy.  In
the past seven months, Ms. DePhillips points out that the
Debtors have retained over 60 ordinary course professionals,
without a single objection.  Accordingly, the Debtors believe
that parties-in-interest and the Court should be confident that
the Debtors would use the expanded authority requested with the
same degree of discretion and reasonableness that has been
exercised to date.

Ms. DePhillips assures the Court that neither increasing the
Total Expenditure Cap nor the Monthly Cap will eliminate the
oversight function of the Court and other parties-in-interest
because the Debtors would still be required to file quarterly
statements disclosing how much they paid each Ordinary Course
Professional. (Exide Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FOAMEX INT'L: Changes Reporting Period to 52/53-Week Fiscal Year
----------------------------------------------------------------
Foamex International, Inc., determined to change its reporting
period from a calendar year to a 52/53-week fiscal year ending
on the Sunday closest to January 1. Because the transition
period is less than one month, no transition report is required.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

                          *    *    *

As reported in the Troubled Company Reporter's October 18, 2002
edition, Foamex International obtained a waiver from its bank
lenders of its financial covenants for the period ended
September 29, 2002. This waiver will be effective until November
30, 2002. The Company is currently in discussions with its bank
lenders to amend its financial covenants. Foamex expects to
receive the necessary covenant amendments by November 30, 2002,
although there can be no assurance that the covenants will be
amended.

At June 30, 2002, Foamex's balance sheet shows a total
shareholders' equity deficit of about $81 million.


FORMICA: Asks to Extend Plan Filing Exclusivity to Jan. 30
----------------------------------------------------------
Formica Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for more
time to file their Chapter 11 Plan and solicit acceptances of
that plan.  The Debtors want to maintain their exclusive right
to propose and file a chapter 11 plan through January 30, 2003,
and want until March 31, 2003 to solicit acceptances of that
plan from creditors.

The Debtors relate that their management and staff have
continued to devote significant time and effort to the
stabilization and rehabilitation of their various businesses and
operations.  In that regard, the Debtors have taken initiatives
that will enhance the overall productivity and performance of
the enterprise, among others:

      a. closing an underperforming facility located in Burstadt,
         Germany;

      b. undergoing an internal restructuring of the
         manufacturing, purchasing, technology, and information
         technology departments;

      c. substantially improving customer service levels in terms
         of on time deliveries and fill rates;

      d. introducing new flooring products and reorganizing the
         distribution channels for flooring products; and

      e. integrating operations to achieve efficiencies.

Moreover, the Debtors have made considerable progress towards
developing, formulating and filing a chapter 11 plan pursuant to
which they can successfully emerge from chapter 11.  In this
connection, the Debtors have:

   -- engaged in and concluded successful negotiations with their
      secured lenders with respect to the proposed treatment of
      their claims under a plan of reorganization.

   -- made substantial progress towards securing a
      commitment for exit financing to provide them with the
      necessary working capital facility to finance their post-
      emergence operations. In this regard, a formal financing
      proposal has been obtained and the proposed lender is
      engaging in due diligence so that a binding commitment can
      be issued.

   -- together with Lazard Freres & Co., LLC, their financial
      advisors, have been actively pursuing plan of
      reorganization proposals from parties who already have
      expressed an interest in funding a plan of reorganization.

In this regard, a joint proposal already has been received from
the Debtors' current majority equity holder and a third party
and similar proposals are being sought from two other interested
parties, including a party introduced to the Debtors and Lazard
by the Committee.  The Debtors expect that these proposals will
be submitted by the middle of this month.

Although substantial progress has been made in the plan process,
at this point in these cases, much remains to be done, the
Debtors disclose.  The Debtors require additional time to permit
the interested parties to conclude their due diligence and make
a formal plan proposal and, subsequently, to negotiate and fully
document the plan, disclosure statement and all of the other
related documents and instruments.  The Debtors believe that the
requested extensions will foster the plan of reorganization
process and maximize value for all parties in interest.

Formica, together with its debtor and non-debtor-affiliates, is
a preeminent worldwide manufacturer and marketer of decorative
surfacing materials. The company filed for chapter 11 protection
on March 5, 2002.  Alan B. Miller, Esq. and Stephen Karotkin,
Esq. at Weil, Gotshal & Manges LLP represent the Debtors in
their restructuring efforts. As of September 30, 2001, the
Company reported a consolidated assets of $858.8 million and
liabilities of $816.5 million.


GENTEK INC: Judge Walrath Grants Injunction Against Utility Cos.
----------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware orders the utility companies not to alter, refuse
or discontinue services to, or to discriminate, GenTek Inc., and
its debtor-affiliates, solely on the basis of their Chapter 11
filing or on account of any unpaid invoice for services provided
prepetition.  The utility companies are also precluded from
requiring adequate assurance of payment as a condition for
rendering services to the Debtors.

"The Debtors' prepetition payment practices with respect to
their utility bills and ability to pay future utility bills
shall be deemed to constitute adequate assurance of future
payment for utility services," Judge Walrath rules.

                          *   *   *

"Uninterrupted utility services are critical to the Debtors'
ability to sustain their operations during the pendency of their
Chapter 11 cases," Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, tells Judge Walrath.  GenTek Inc., and its
debtor-affiliates' corporate, administrative and manufacturing
facilities depend on the continued provision of various utility
services for their daily operations.  Any interruption of
service will lead to a stoppage of operations at these
facilities and a resulting disruption to the Debtors'
businesses.

Accordingly, the Debtors asked the Court to prohibit utility
service providers from altering, refusing, or discontinuing
their services.

In the normal conduct of their businesses, the Debtors use gas,
water, steam, electric, telephone and other services provided by
the utility companies.  Before the Petition Date, the Debtors
maintained favorable payment histories with most, if not all, of
the Utility Companies, generally making payments on a regular
and timely basis.  According to the Debtors' books and records,
substantially all of the Debtors' utility bills are current,
with the possible exception of those bills received shortly
before the Petition Date.  In view of that, Mr. Chehi contends
that the Debtors' past payment history and financial condition
adequately assure the payment to the Utility Companies without
the need for deposits or other security.  "The Debtors have, and
will continue to have, sufficient funds from operations to make
timely payments to all Utility Companies for postpetition
services," Mr. Chehi says.

Nevertheless, the Debtors recognize the right of each Utility
Company to request adequate assurance.  Hence, the Debtors
further asked the Court to establish procedures by which Utility
Companies may request for additional adequate assurance.

The Debtors proposed these procedures:

A. The Utility Companies will be afforded 90 days after the
     Court approves the procedures to make their Requests to the
     Debtors. Requests must be served both on the Debtors and on
     their counsel;

B. To assist the Debtors in determining amounts due and the
     necessity for additional adequate assurance of payment,
     Utility Companies making the Requests are required to
     include:

     (1) the account number of each account for which the Utility
         Company is seeking additional adequate assurance;

     (2) the outstanding balance of each account; and

     (3) a summary of the Debtors' payment history;

C. If the Debtors are unable to resolve the Request consensually
     with the Utility Company, then on the written request of the
     Utility Company, the Debtors will promptly file a motion for
     determination of adequate assurance of payment and request a
     hearing on the Determination Motion;

D. If a Determination Motion is filed or a Determination Hearing
     scheduled, the Court will deem the affected Utility Company
     to have continuing adequate assurance of payment under
     Section 366 of the Bankruptcy Code until the Court rules
     that the Utility Company is not adequately assured of future
     payment; and

E. Any Utility Company that does not timely request additional
     adequate assurance will be deemed to have adequate assurance
     under Section 366. (GenTek Bankruptcy News, Issue No. 4;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Wants to Subordinate Intercompany Indebtedness
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates, seek the U.S.
bankruptcy Court for the Southern District of New York's
authority to enter into individual agreements with their non-
Debtor European affiliates -- namely, GC Pan European Crossing
Spain SL, GC Pan European Crossing Germany GmbH and GC Pan
European Crossing Switzerland GmbH -- to subordinate some of
their intercompany claims against the European Affiliates.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that the European Affiliates are
responsible for providing network services to large markets in
Europe.  Included in the assets of the European Affiliates are
portions of the European terrestrial cable that connect the
Debtors' North American Network to major European markets,
including Zurich, Frankfurt, and Madrid via AC-1.  Should the
European Affiliates be forced into compulsory insolvency
proceedings in the applicable foreign jurisdictions, the
possible result would be a liquidation of the European
Affiliates' assets and compromise of the operational integrity
of a large portion of the Network.  In addition, by limiting the
European markets that could be reached via AC-1, the value of
AC-1 and the entire Network could be negatively affected.

If portions of the Network are liquidated and the proceeds
distributed to foreign creditors, the Debtors' ability to comply
with their warranties under the Purchase Agreement would be
jeopardized, which could ultimately result in derailing the
current reorganization process.  The Debtors believe that the
Subordination Agreements will correct the appearance of balance
sheet insolvency of the European Affiliates and avoid the
commencement of local insolvency proceedings.  As a result,
subordination will protect the value of the Debtors' estates for
the benefit of all the Debtors' creditors and other parties-in-
interest.

                      GC Switzerland

GC Switzerland is a company located and incorporated in
Switzerland, whose primary business consists of operation of
portions of AC-1 and the provision of telecommunications
services along AC -1 to the Swiss market.

As of August 31, 2002, Mr. Walsh relates that GC Switzerland's
books and records reflect that it is insolvent due to a
CHF110,965,000 deficit.  Of this deficit, CHF111,347,000 is
attributable to intercompany debt and CHF3,702,000 is
attributable to balances owed to the Major Vendors.

If a Swiss company is balance sheet insolvent, the company can
improve its balance sheet by entering into an agreement with one
or more of its creditors to subordinate that creditor's debt
against all other creditors.  The effect of this subordination
is that the subordinated debt will, for the purposes of the
"balance sheet test," not be regarded as being part of the
company's liabilities, thereby enabling the company to meet the
"balance sheet test" and preventing it from being considered
over-indebted.

As a result, GC Switzerland will enter into 13 separate
subordination agreements, pursuant to which the debt it owes to
its intercompany creditors will be subordinated.  In total, the
GC Switzerland Subordination Agreements will subordinate
CHF111,347,000 of intercompany indebtedness based on the balance
sheet of August 31, 2002.

                             GC Germany

According to Mr. Walsh, GC Germany's primary business consists
of operation of the portion of the Network located in Germany
and the provision of telecommunications services to the German
market.

As of August 31, 2002, GC Germany's books and records appear to
reflect that it is insolvent due to a EUR149,920,000 deficit.
Of this deficit, EUR139,402,000 is attributable to intercompany
debt and EUR22,000,000 is attributable to balances owed by the
Major Vendors.

Under German law, Mr. Walsh explains that if a compulsory
insolvency proceeding is commenced and it results in liquidation
of the insolvent entity, the entity's intercompany indebtedness
becomes subordinated to the entity's other debts.  Thus, under
German law, although intercompany debt prior to a subordination
counts toward calculating whether the entity is balance sheet
solvent, once the entity is forced to liquidate, the
intercompany debt is then subordinated.  In other words, at
least with respect to GC Germany, subordinating the intercompany
debt now to prevent the appearance of balance sheet insolvency
will have no ultimate effect on GC Germany's intercompany
creditors in a German insolvency proceeding, in that
intercompany debt will be subordinated in an insolvency
proceeding in any event.

Accordingly, GC Germany will enter into 21 subordination
agreements pursuant to which the debts it owes to all of its
intercompany creditors will be subordinated.  In total, the GC
Germany Subordination Agreements will subordinate EUR144,402,000
in intercompany indebtedness based on the balance sheet as of
August 31, 2002.

                            GC Spain

GC Spain's primary business consists of operation of the portion
of the Network located in Spain and the provision of
telecommunications services to the Spanish market.

As of August 31, 2002, Mr. Walsh relates that GC Spain's books
and records reflect that it is insolvent due to a EUR79,000,000
deficit.  Of this deficit, EUR54,950,000 is attributable to
intercompany debt and EUR20,629,000 is attributable to balances
owed to the Major Vendors.

Spanish law applies a slightly different "balance sheet test"
for determining solvency.  According to Spanish law, a company
is balance sheet insolvent when its annual losses lead to a net
asset value of less than half of the registered shared capital.
If it is determined that a company is balance sheet insolvent
under this test, its directors are obligated to call a
shareholders' meeting and eventually commence a proceeding to
wind-up the company.  Shareholders can cure the balance sheet
insolvency through re-capitalization of the company.  To
minimize compliance with formal legal requirements, as well as
related costs and fees, re-capitalization is most efficiently
accomplished by converting the intercompany indebtedness into
"participative loans."

There are two attributes that "participative loans" must
possess:

     -- the lender, in exchange for the loan, receives a
        "floating interest," which is determined according to the
        economic performance of the borrowing company; and

     -- the lender's priority of repayment ranks lower than
        general unsecured creditors.

Typically, Mr. Walsh explains that the "participative loan" is
made by an affiliated creditor and is used as a credit against
the company's liability to the creditor.  In exchange, the
affiliated creditor becomes like an equity holder, whose
recovery on its investment depends on the economic success of
the company, much like a dividend received by a stockholder.  As
a result of the "participative loan," the lender becomes the
lowest priority in the order of repayment of liabilities.  Thus,
under Spanish law, a creditor can convert the existing un-
subordinated intercompany debt into a "participative loan,"
which has the same effect of subordinating the debt with respect
to a balance sheet analysis of the company.

As a result, GC Spain will enter into 14 participative loans
pursuant to which the debt it owes to its intercompany creditors
will be, in effect, subordinated.  In total, the GC Spain
Participative Loans will have the effect of subordinating
EUR54,950,000 of intercompany indebtedness based on the balance
sheet as of August 31, 2002.

                    The Subordination Agreements

Based on advice of their European counsel and an analysis of its
financial records, the Debtors have determined that after giving
effect to the Major Vendor Settlement Agreements, debt
subordination will be sufficient to prevent the European
Affiliates from being subject to compulsory insolvency
proceedings.  The European Affiliates may not be compelled to
enter into compulsory insolvency proceedings so long as the
intercompany obligations are repaid after all obligations of the
European Affiliates to third party creditors are satisfied.  The
Subordination Agreements will provide that the intercompany
indebtedness will be subordinated only to the extent necessary
to avoid an obligation to commence an insolvency proceeding
under local law.

Based on the value of the Network and the fact that the European
Affiliates are financially dependent on the Debtors, Mr. Walsh
says, it is highly doubtful that the intercompany debts being
subordinated could be collected without the Subordination
Agreements.  Consequently, the Debtors do not believe that the
subordination of intercompany debt constitutes a loss of value
that might otherwise inure to the detriment of the Debtors,
their creditors or other parties-in-interest. (Global Crossing
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GRANT PRIDECO: S&P Drops Corporate & Senior Debt Ratings to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on oilfield services company
Grant Prideco Inc.'s to 'BB-' from 'BB'. All ratings were
removed from CreditWatch, where they were placed on October 28,
2002 with negative implications. The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Grant Prideco's proposed $175 million senior unsecured notes due
2009.

Houston, Texas-based Grant Prideco had approximately $210
million of debt as of September 30, 2002.

The rating actions reflect the company's significantly increased
debt levels and aggressive pro forma leverage incurred to
complete the acquisition of Reed-Hycalog.

"This heightens Standard & Poor's concern about the company's
ability, during challenging and uncertain drilling market
conditions, to generate financial measures that would support a
'BB' corporate credit rating," said Standard & Poor's credit
analyst Brian Janiak.

"Although the acquisition diversifies the company's product
lines and lowers the volatility of Grant Prideco's cash flow,
the scope and significant reliance on debt to fund this
transaction heightens Grant Prideco's financial risk," added
Janiak.

Ratings reflect Grant Prideco's strong competitive position in
various niches of the oil field services market, largely offset
by the company's aggressive leverage and exposure to the
capital-intensive and highly cyclical drill stem and premium
tubular manufacturing market.

The stable outlook reflects expectations that Grant Prideco will
exploit likely better business conditions in 2003 to reduce
total debt to total capital to about 40% from a current level of
about 45%. Failure to improve its financial profile or any
further debt financed acquisitions would warrant an outlook
revision or lower ratings.


GROUP TELECOM: Court Okays C$260.5M Sale Pact with 360networks
--------------------------------------------------------------
GT Group Telecom Inc., Canada's largest independent, facilities-
based telecommunications provider, announced that the Ontario
Superior Court of Justice issued orders determining a number of
matters in its ongoing Companies' Creditors Arrangement Act
(CCAA) proceeding that pave the way for GT's operating
subsidiaries to emerge from protection and complete an
acquisition by 360networks Corporation.

The Court added LondonConnect Inc. to the CCAA proceedings. The
Court also authorized GT and its subsidiaries to enter into a
subscription agreement with 360networks and authorized the
filing of a Plan of Arrangement and the related Information
Circular by which 360networks will be the sponsor of GT's Plan.
As set forth in the Plan, 360networks is paying C$260.5 million
in cash for the equity of the operating companies of Group
Telecom, subject to price adjustments tied to Group Telecom's
balance sheet at December 31, 2002.

"We will pay for this acquisition using GT's own cash and a cash
investment from 360networks existing cash balances," said
Vanessa Wittman, chief financial officer of 360networks. "We do
not anticipate needing any equity funding from an outside
party."

The Court further established a process by which affected claims
of secured and unsecured creditors of GT's direct and indirect
subsidiaries GT Group Telecom Services Corp., GT Group Telecom
(USA) Corp. and London Connect Inc. will be valued for both
voting and distribution purposes. The Court authorized the
mailing of the Companies' Information Circular describing the
transaction on or before November 27, 2002 and the holding of
meetings of creditors on December 19, 2002. The transaction is
expected to close in early January of 2003.

The Court also authorized the immediate implementation of an
interim distribution of C$175 million to the Companies' senior
secured lenders. The Court also lifted the stay of proceedings
so as to permit the Toronto Stock Exchange to consider delisting
or suspending GT Group Telecom's class A and class B shares,
listed under the symbols, "GTG.A" and "GTG.B" respectively.
Group Telecom will work with the TSX authorities to complete the
delisting of the shares or the suspension of the share trading
privileges.

                     About Group Telecom

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.

                     About 360networks

360networks offers telecommunications services including 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.


HA-LO INDUSTRIES: Wants to Extend DIP Financing through Feb. 28
---------------------------------------------------------------
HA-LO Industries, Inc. and its wholly-owned subsidiary Lee Wayne
Corporation ask the U.S. Bankruptcy Court for the Northern
District of Illinois to approve an Eighth Amendment to the DIP
Credit Agreement with its DIP Lender, LaSalle Bank, N.A.

The Debtors tell the Court that currently, they have no
outstanding indebtedness under the DIP Credit Agreement.  In
fact, they have approximately $1.5 to $1.8 million in cash in
accounts at LaSalle.   However, the Debtors anticipate that they
will have to borrow as much as $2,000,000 over the next three
months in order to operate their businesses and preserve the
value of their assets.

The Debtors relate that they were not able to obtain sufficient
unsecured credit, allowable under the Bankruptcy Code as an
administrative expense to pay wages and salaries, purchase
inventory and supplies, pay rent and utilities, or operate their
businesses. Moreover, the Debtors disclose that they might be
unable to obtain credit from any institutions other than LaSalle
on more favorable terms than those offered by LaSalle.

The Eighth Amendment to DIP Credit Agreement provides for:

   a. a three month extension of the Revolving Credit Maturity
      Date through February 28, 2002;

   b. the downward adjustment of the Revolving Credit Maximum
      Amount to $2,000,000, to reflect the Debtors' reduced
      borrowing needs;

   c. the payment of an extension fee of $15,000; and

   e. the elimination of all existing collateral monitoring fees
      and Revolving Credit Facility Fees.

The Debtors tell the Court that granting this DIP amendment will
minimize disruption of the Debtors' businesses and will preserve
the going concern value of the Debtors' assets.

Ha-Lo Industries, Inc. provides full service, innovative brand
marketing in the custom and promotional products industry. The
Company filed for chapter 11 protection on July 30, 2001. Adam
G. Landis, Eric Lopez Schnabel, Mary Caloway at Klett Rooney
Lieber & Schorling represent the Debtors in their restructuring
efforts.


HORIZON NATURAL: Gets Court Nod to Hire Ordinary Course Profs.
--------------------------------------------------------------
Horizon Natural Resources Company and it debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the Eastern District of Kentucky to continue employing outside
professionals utilized in the ordinary course of their
businesses.

The Debtors relate that they retain the services of attorneys,
accountants and other professionals to represent and assist them
in the ordinary course of business.  These Ordinary Course
Professionals are generally engaged in connection with advising
the Debtors on various aspects of their business relating to
government regulation, tax issues, general litigation, contract
negotiation and labor and employment issues.

The Court gives the Debtors permission to employ these Ordinary
Course Professionals without the necessity of filing formal
retention applications with the Bankruptcy Court and allows the
Debtors to compensate the Ordinary Course Professionals for
services rendered.

The Debtors believe at this time that the fees payable to the
Ordinary Course Professionals in the aggregate generally do not
exceed $1,000,000 per month.

Horizon Natural Resources (formerly AEI Resources), one of the
US's largest producers of steam (bituminous) coal filed for
chapter 11 protection on November 13, 2002. This is the Debtors'
second chapter 11 filing.  Ronald E. Gold, Esq., at Frost Brown
Todd LLC represents that Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of over $100 million.


HURRY INC: Board Approves $0.11 Shareholder Distribution
--------------------------------------------------------
Hurry, Inc. (HURY.PK), reported that its Board of Directors has
approved a distribution of $0.11 per share to shareholders who
are of record as of the close of business on November 29, 2002.

The Company plans to begin the process of mailing the
distribution immediately after the record date. Although no
assurances can be given regarding the timing and amount, if any,
of any further distributions, as the Company continues to
satisfy all remaining obligations and liabilities, the Board of
Directors intends to distribute remaining assets to shareholders
in one or more distributions, as practical. At a special
shareholders meeting to be held November 25, 2002, shareholders
will be asked to approve a Plan of Liquidation and Dissolution
pursuant to which the Company would be liquidated and dissolved.

Hurry, Inc., which was formerly known as Harry's Farmers Market,
Inc., is in the process of winding up its operations and intends
to liquidate and dissolve as soon as practicable. The Company
previously owned as many as three megastores and six convenience
stores specializing in perishable food products, poultry,
seafood, fresh bakery goods, and freshly made ready-to-eat,
ready-to-heat and ready-to-cook prepared foods as well as deli,
cheese and dairy products.


JP MORGAN: Fitch Rates HYDISM TRUSTS $700MM Certs. at B+/V4
-----------------------------------------------------------
Fitch Ratings assigns a bond fund credit and volatility rating
of 'B+/V4' to HYDISM TRUSTS $700 million credit-linked trust
certificates due Nov. 15, 2007 (HYDI).

Bond funds rated in the 'B+' category meet speculative standards
with respect to the credit quality of the fund's underlying
assets. The weighted average default probability of the fund's
portfolio is consistent with the default probability of a 'B+'-
rated fixed-income obligation.

Bond funds rated in the 'V4' category are considered to have
moderate market risk. Total returns perform consistently over
intermediate to long-term holding periods, but will exhibit some
variability over shorter periods due to greater exposure to
interest rates and changing market conditions. Bond fund
volatility rating are assigned on a scale of 'V1' (least
volatile) through 'V10' (most volatile). Volatility ratings
reflect the relative sensitivity of the fund's total return and
market price to changes in interest rates and other market
conditions.

HYDI is a credit-linked structure whereby the certificate
holders obtain $700 million of credit exposure to a portfolio of
U.S. high yield credits. The trust achieves credit exposure to
HYDI via a $700 million basket of credit default swaps with J.P.
Morgan Chase Bank. The trust will use the certificate proceeds
to purchase a $700 million par value guaranteed investment
contract (GIC) issued by FGIC Capital Market Services, Inc. and
guaranteed by General Electric Capital Corporation. The
scheduled maturity date for HYDI is Nov. 15, 2007.

Any subsequent ratings assigned following the removal of a
reference entity from the trust's portfolio will only address
the ultimate receipt of interest and principal on the adjusted
outstanding certificate balance for the trust. The new rating
will be based on the average credit quality of the remaining non
defaulted reference entities in the trust's then-current
portfolio and will not reflect the credit risk of any reference
entities removed from the trust's portfolio upon the occurrence
of a credit event.

HYDI will be held in trust by Wachovia Trust Company, National
Association, as trustee, while J.P. Morgan Chase Bank will serve
as grantor and swap counterparty.


J.P. MORGAN: Fitch Assigns B/V4 Rating To HYDISM - BB TRUSTS
------------------------------------------------------------
Fitch Ratings assigns a bond fund credit and volatility rating
of 'BB/V4' to HYDISM - BB TRUSTS $255 million credit-linked
trust certificates due Nov. 15, 2007 (HYDI - BB).

Bond funds rated in the 'BB' category meet speculative standards
with respect to the credit quality of the fund's underlying
assets. The weighted average default probability of the fund's
portfolio is consistent with the default probability of a 'BB'
rated fixed-income obligation.

Bond funds rated in the 'V4' category are considered to have
moderate market risk. Total returns perform consistently over
intermediate to long-term holding periods, but will exhibit some
variability over shorter periods due to greater exposure to
interest rates and changing market conditions. Bond fund
volatility ratings are assigned on a scale of 'V1' (least
volatile) through 'V10' (most volatile). Volatility ratings
reflect the relative sensitivity of the fund's total return and
market price to changes in interest rates and other market
conditions.

HYDI - BB is a credit-linked structure whereby the certificate
holders obtain $255 million of credit exposure to a portfolio of
U.S. high yield credits. The trust achieves credit exposure to
HYDI - BB via a $255 million basket of credit default swaps with
J.P. Morgan Chase Bank. The trust will use the certificate
proceeds to purchase a $255 million par value guaranteed
investment contract (GIC) issued by FGIC Capital Market
Services, Inc. and guaranteed by General Electric Capital
Corporation. The scheduled maturity date for HYDI - BB is Nov.
15, 2007.

Any subsequent ratings assigned following the removal of a
reference entity from the trust's portfolio will only address
the ultimate receipt of interest and principal on the adjusted
outstanding certificate balance for the trust. The new rating
will be based on the average credit quality of the remaining non
defaulted reference entities in the trust's then-current
portfolio and will not reflect the credit risk of any reference
entities removed from the trust's portfolio upon the occurrence
of a credit event.

HYDI - BB will be held in trust by Wachovia Trust Company,
National Association, as trustee, while J.P. Morgan Chase Bank
will serve as grantor and swap counterparty.


JP MORGAN: Fitch Assigns B-/V4 Rating to HYDISM - B TRUSTS
----------------------------------------------------------
Fitch Ratings assigns a bond fund credit and volatility rating
of 'B-/V4' to HYDISM - B TRUSTS $147 million credit-linked trust
certificates due November 15, 2007 (HYDI - B).

Bond funds rated in the 'B-' category meet speculative standards
with respect to the credit quality of the fund's underlying
assets. The weighted average default probability of the fund's
portfolio is consistent with the default probability of a 'B-'
rated fixed-income obligation.

Bond funds rated in the 'V4' category are considered to have
moderate market risk. Total returns perform consistently over
intermediate to long-term holding periods, but will exhibit some
variability over shorter periods due to greater exposure to
interest rates and changing market conditions. Bond fund
volatility rating are assigned on a scale of 'V1' (least
volatile) through 'V10' (most volatile). Volatility ratings
reflect the relative sensitivity of the fund's total return and
market price to changes in interest rates and other market
conditions.

HYDI - B is a credit-linked structure whereby the certificate
holders obtain $147 million of credit exposure to a portfolio of
U.S. high yield credits. The trust achieves credit exposure to
HYDI - B via a $147 million basket of credit default swaps with
J.P. Morgan Chase Bank. The trust will use the certificate
proceeds to purchase a $147 million par value guaranteed
investment contract (GIC) issued by FGIC Capital Market
Services, Inc. and guaranteed by General Electric Capital
Corporation. The scheduled maturity date for HYDI - B is Nov.
15, 2007.

Any subsequent ratings assigned following the removal of a
reference entity from the trust's portfolio will only address
the ultimate receipt of interest and principal on the adjusted
outstanding certificate balance for the trust. The new rating
will be based on the average credit quality of the remaining non
defaulted reference entities in the trust's then-current
portfolio and will not reflect the credit risk of any reference
entities removed from the trust's portfolio upon the occurrence
of a credit event.

HYDI - B will be held in trust by Wachovia Trust Company,
National Association, as trustee, while J.P. Morgan Chase Bank
will serve as grantor and swap counterparty.


I-LINK INC: Amends Restructuring Agreement with Counsel Corp.
-------------------------------------------------------------
I-Link Inc. (OTCBB:ILNK), a telecommunications and enhanced
Internet Protocol (IP) voice and data communications company,
previously announced that it, Counsel Corporation and Counsel
Springwell Communications LLC, an affiliate of Counsel, had
entered into a Debt Restructuring Agreement dated July 25, 2002
(the "Original Restructuring Agreement"). Since acquiring a
controlling interest in I-Link in March 2001, Counsel Springwell
and Counsel have advanced to I-Link the aggregate principal
amount of $38.0 million. As of November 18, 2002, the accrued
interest on these advances totaled $4.4 million. The maturity
date for $24.3 million of the aggregate indebtedness, plus
accrued interest of $2.5 million as of November 18, 2002, was
June 6, 2002, and the balance of the indebtedness is due in
2004. I-Link announced today that it, Counsel and Counsel
Springwell have entered into an amendment to the Original
Restructuring Agreement (as amended, the "Amended Restructuring
Agreement").

Under the Amended Restructuring Agreement, as was the case under
the Original Restructuring Agreement, the $24.3 million of
indebtedness that was due on June 6, 2002, together with
interest accrued through the date of the closing under the
Amended Restructuring Agreement, will be exchanged for shares of
Common Stock of I-Link at a price of $0.18864 per share.
Additionally, Counsel has advanced $1.7 million to I-Link, which
amount and accrued interest will also be exchanged for shares of
Common Stock of I-Link at the price of $0.18864 per share at
closing.

Principal of $12.0 million, plus accrued interest, is owed under
the March 1, 2001 Loan Agreement between Counsel Springwell and
I-Link and will continue to be convertible, at the option of the
lender, into shares of Common Stock of I-Link pursuant to the
existing terms of that convertible indebtedness. The conversion
price is currently $0.56 per share, but, as a result of the
issuance of the shares of Common Stock in exchange for the $24.3
million of I-Link indebtedness, the conversion price will be
adjusted to approximately $0.38 per share.

The principal difference between the terms of the Original
Restructuring Agreement and the Amended Restructuring Agreement
is that I-Link will not transfer the shares of WorldxChange
Corp. ("WxC") to Counsel Springwell. WxC will instead remain a
wholly owned subsidiary of I-Link. In addition, Counsel
Springwell would not pay I-Link $1.0 million for expenses
incurred by I-Link in connection with the acquisition of WxC. I-
Link's guarantee of indebtedness in the amount of $12.5 million
owed by WxC to Counsel will remain outstanding, as will the
warrants to purchase 15,000,000 shares of Common Stock of I-Link
which were issued in connection with Counsel's loan to WxC.

Counsel and Counsel Springwell have a current commitment to fund
all capital investment working capital or other operational cash
requirements of I-Link through April 15, 2003. Such funding in
2002 will constitute additional purchases of I-Link Common Stock
at a purchase price of $0.18864 per share, and such funding in
2003 will constitute purchases of additional shares of I-Link
Common Stock at a purchase price equal to the average closing
price for a share of I-Link Common Stock for the twenty (20)
trading days preceding the funding. Counsel Springwell has also
agreed to pay I-Link's expenses incurred in connection with the
discussed transactions.

Counsel Springwell has not agreed to any specific levels of
funding in 2002 or 2003. All future funding will be based on
business plans for I-Link and WxC approved by the Board of
Directors of I-Link.

A special committee of the Board of Directors of I-Link,
consisting of the two independent directors, negotiated and
approved the Amended Restructuring Agreement on behalf of I-Link
and recommended its adoption and approval by the I-Link Board of
Directors. The Board of Directors of I-Link unanimously approved
the Amended Restructuring Agreement.

The closing under the Amended Restructuring Agreement will take
place within three days after the date on which the shareholders
of I-Link approve proposals (the "Proposals") to (i) increase
the authorized number of shares of common stock of I-Link and
(ii) delete Article VI of I-Link's Amended and Restated Articles
of Incorporation, which provides that any liquidation,
reorganization, merger, consolidation, sale of substantially all
of the corporation's assets, or the reclassification of its
securities shall be approved by (a) holders of at least a
majority of the issued and outstanding common stock held by
holders other than officers and directors of I-Link and those
persons who hold 5% or more of the outstanding common stock, and
(b) a vote of a majority of shares of issued and outstanding
common stock held by I-Link's officers and directors and those
persons who hold 5% or more of the outstanding common stock. The
Special Committee and the Board of Directors of I-Link also
unanimously approved the Proposals and recommended that the
Proposals be approved by the shareholders of I-Link. The
Proposal to delete Article VI of I-Link's Amended and Restated
Articles of Incorporation must be approved by the holders of 67%
of the shares of capital stock of I-Link entitled to vote in the
election of directors to be effective. The Proposals will be
submitted for approval at the Annual Meeting of the Stockholders
of I-Link, which will be held as soon as practicable. Counsel
Springwell, which currently holds 68% of the outstanding shares
of Common Stock, has indicated that it will vote in favor of
approval of the Proposals, including the deletion of Article VI.

                     About I-Link

Headquartered in Draper, Utah, I-Link (OTC-Electronic Bulletin
Board: ILNK) is an integrated voice and data communications
company focused on developing and deploying its proprietary,
software-defined communications platform which unites
traditional telecommunications capabilities with data Internet
Protocol systems to converge telecommunications, wireless,
paging, voice-over-IP (VoIP) and Internet technologies. For
further information, visit I-Link's Web site at http://www.i-
link.com

As of September 30, 2002, I-Link reported a working capital
deficit of about $37.4 million and total liabilities exceeding
assets by $52.6 million.

                 About WorldxChange

From its headquarters in San Diego, California, WxC offers voice
and data telecommunications to residential and commercial
customers throughout the United States with on-net coverage to
90% of the U.S. population, points of presence (POPs) in over 30
U.S. cities and 10 switches in 7 U.S. cities. WxC delivers its
products via direct marketing and through a multi-level
marketing channel comprised of thousands of independent agents
across the U. S. For further information, visit WxC's website at
http://www.worldxchange.com


IMMUNE RESPONSE: Q3 Working Capital Deficit Tops $4.8 Million
-------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR) announced
financial results for its third quarter ended September 30,
2002.  The Company reported a net loss for the quarter of $5.5
million, or $.56 per share, compared to a net profit of $1.4
million, or $.16 per share, reported for the quarter ended
September 30, 2001.  For the nine months ending September 30,
2002, the Company had a net loss of $18.9 million, or $2.04 per
share, compared to a net loss of $8.7 million, or $1.05 per
share, for the nine months ended September 30, 2001.

The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  The
Company has operating and liquidity concerns due to continuing
and significant net losses and negative cash flows from
operations.  As of September 30, 2002, the Company had an
accumulated deficit of $245.9 million and current liabilities
exceeded current assets by approximately $4.8 million.

As of the date of filing of its quarterly report, the Company
had limited cash resources available to fund operations.  If the
Company is unable to obtain funding in the next few days, the
Company will consider ceasing its ongoing business operations
and seeking protection under the United States Bankruptcy Code.

The Company currently is engaged in a private offering of common
stock and warrants, which could raise up to $8.0 million in
gross proceeds ($10.4 million if the 30 percent overallotment
option is exercised), subject to market and other conditions, to
meet some of our future capital requirements.  The offering
could raise an additional $28.0 million upon the exercise in
full of the warrants.  The securities being offered have not
been registered under the Securities Act of 1933 or any state
securities laws and unless so registered may not be offered or
sold in the United States (or to a U.S. person) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws.

However, the Company's placement agent has indicated that to the
extent the offering is not successfully completed on or prior to
November 29, 2002, it will need to re-evaluate its efforts in
connection with the financing, which could possibly result in
the offering being terminated.

Revenues for the three and nine months ended September 30, 2002
were $13,000 and $33,000, respectively, as compared to $7.8
million and $9.9 million for the corresponding periods in 2001.
The decrease in revenues in 2002 was principally due to the
termination by Pfizer in July 2001 of its development and
commercialization agreement for REMUNE.

Research and development expenditures for the three and nine
months ended September 30, 2002 were $3.2 million and $10.8
million, respectively, as compared to $5.0 million and $15.3
million for the corresponding periods in 2001.

Spending for clinical trials and related regulatory activities
in 2002, due to completion or termination of clinical studies in
our immune-based therapy programs, decreased $400,000 for the
three-month period and $1.2 million for the nine-month period of
2002.  Decreasing activities on other non-HIV development
programs resulted in additional reduced spending of $400,000 for
the three-month period and $1.5 million for the nine-month
period of 2002.

General and administrative expenses for the three and nine
months ended September 30, 2002 were $1.3 million and $3.7
million, respectively, as compared to $1.4 million and $4.2
million for the corresponding periods in 2001.  This decrease in
spending was primarily attributable to lower professional fees,
reduction in personnel through attrition and lower insurance
premiums.  General and administrative expenses for the remainder
of 2002 are expected to remain consistent with prior quarters
with savings attributed to the September 2002 restructuring
being somewhat offset by higher consulting fees.

Investment income decreased to $34,000 and $56,000,
respectively, for the three and nine months ended September 30,
2002 from $172,000 and $1.2 million for the corresponding
periods in 2001.  The decrease in investment income in 2002 from
2001 was primarily due to overall lower cash balances in
interest- bearing investments and lower interest rates earned.
Also contributing to the decrease was the sale for approximately
$416,000 of an equity security in 2001.  Interest expense
increased to $278,000 and $596,000 for the three and nine months
ended September 30, 2002, respectively, as compared to $72,000
and $243,000 for the corresponding periods in 2001.  This
increase is attributable to the issuance of $13.8 million of 8%
convertible notes and short-term promissory notes between
November 2001 and September 2002.

For the third quarter, additional activities included:

--  The Company implemented a restructuring program and
     management changes aimed at reducing costs and refocusing
     efforts on REMUNE(R), including reduced staff and spending
     cuts while ramping up manufacturing capacity at its
     production facility in King of Prussia,

Pennsylvania;

--  The Company privately placed with The Kimberlin Family 1998
     Irrevocable Trust ("KFIT"), approximately $567,000 and
     $637,000 of convertible notes and warrants in July 2002, and
     subsequently issued short-term secured promissory notes to
     KFIT for approximately $3,590,000.  Additional short-term
     secured promissory notes to Oshkim

Limited Partnership and Cheshire Associates LLC were issued in
October 2002 for approximately $977,000.  The short-term secured
promissory notes were repaid in November with interest thereon
of approximately $61,000;

--  In November, the Company privately placed convertible notes
     and warrants of approximately $5.0 million to Cheshire
     Associates LLC;

--  The Company's Board of Directors formally declared a one-
     for-four reverse stock split of issued and outstanding
     shares of common stock, which was effective as of the open
     of trading on October 9, 2002.

The Company's stockholders authorized a reverse split at their
annual meeting held in June 2002; and

--  Stockholders ratified the selection of BDO Seidman, LLP, as
     the Company's independent auditors.

Co-founded by medical pioneer, Dr. Jonas Salk and based in
Carlsbad, California, The Immune Response Corporation is a
biopharmaceutical company developing immune-based therapies
designed to treat HIV, autoimmune diseases and cancer.  The
Company also develops and holds patents on several technologies
that can be applied to genes in order to increase gene
expression or effectiveness, making it useful in a wide range of
therapeutic applications for a variety of disorders.  Company
information is also available at http://www.imnr.com

Immune Response's September 30, 2002 balance sheet shows that
current liabilities exceeded current assets by about $4.8
million.


INSCI: Annual Shareholders Meeting Set For December 17, 2002
------------------------------------------------------------
The Annual Meeting of Stockholders of INSCI Corp. will be held
at the Company's headquarters at Two Westborough Business Park,
Westborough, MA 01581, on December 17, 2002, at 10:00 AM, for
the following purposes:

      (1)  To elect five (5) Directors to serve for the ensuing
           year or until their successors are elected and have
           been qualified.

      (2)  To ratify the appointment of Goldstein and Morris
           Certified Public Accountants as the independent public
           accountants for the Company's fiscal year ended March
           31, 2002.

      (3)  To amend the Company's Amended Certificate of
           Incorporation to authorize a reverse stock split of
           the outstanding shares of common stock at the
           discretion of the Board of Directors.

      (4)  Such other business as may be properly brought before
           the meeting or any adjournments thereof.

Only those shareholders who were shareholders of record at the
close of business on November 14, 2002 will be entitled to
notice of, and to vote at the Meeting, or any adjournment
thereof.

INSCI Corp., is a leading-provider of highly scalable digital
document repository solutions that provide high-volume document
presentment, preservation, and delivery functions via networks
or the Internet.  Its award-winning products bridge value
documents with front-office mission critical and customer-
centric applications by web-enabling legacy-generated reports,
bills, statements and other documents.  The Company has
strategic partnerships and relationships with such companies as
Xerox and Unisys.  For more information about INSCI, visit
http://www.insci.com For additional investor relation's
information, visit the Allen & Caron Inc Web site at
http://www.allencaron.com

                          *    *    *

According to INSCI's Form 10KSB filing dated July 15, 2002,
INSCI had $412,000 of cash and working capital deficit of $6.2
million, at March 31, 2002, in comparison to $460,000 of cash
and working capital deficit of $6.9 million at March 31, 2001.
Accounts receivable were $1.3 million as of March 31, 2002
compared to receivables of $1.5 million as of March 31, 2001.

The Company has a deficiency in its financial statements in that
it has $8.0 million in liabilities and $2.2 million in assets.
This deficiency, unless remedied, can result in the Company not
being able to continue its business operations. The Company
believes that its current business plan, if successfully
implemented, may provide the opportunity for the Company to
continue as a going concern. However, in the event that
satisfactory arrangements cannot be made with creditors, the
Company may be required to seek protection under the Federal
Bankruptcy law.


INTEGRATED HEALTH: Rotech Wants More Time to File Final Report
--------------------------------------------------------------
Local Rule 5009-1(a) provides that the Court will enter a final
decree at the expiration of 180 days after the entry of an order
confirming a Chapter 11 Plan, unless a party-in-interest files a
motion to delay the entry of a final decree.  Pursuant to Local
Rule 5009-1(a), the 180-day period was originally scheduled to
expire on August 12, 2002.

Local Rule 5009-1(c) provides that a debtor will file a final
report and accounting in the form prescribed by the United
States Trustee the earlier of 150 days after entry of the
confirmation order or 15 days before the hearing on any motion
to close the case.  Pursuant to Local Rule 5009-1(c), this
period was originally scheduled to expire on July 12, 2002 or 15
days before the hearing on any motion to close the case.

On August 5, 2002, the Court delayed both the Debtors' deadline
to file a final report and accounting until November 12, 2002
and the automatic entry of a final decree until December 12,
2002.

The Reorganized Rotech Debtors ask the Court to further delay
the automatic entry of a final decree closing these cases until
May 12, 2003, and extending the date for filing a final report
and accounting to the earlier of April 14, 2003 or 15 days
before the hearing on any motion to close the Reorganized Rotech
Debtors' cases.  This extension is without prejudice to their
right to seek a further extension or seek a final decree closing
the cases on or before May 12, 2002.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that the Reorganized
Rotech Debtors have been working diligently since the Effective
Date of the Rotech Plan to review and reconcile the proofs of
claim filed in these cases and to prosecute or resolve all
pending claim objections.  Although significant progress has
been made, there are a number of matters that they have been
unable to settle or resolve.  As a result, they are in the
process of preparing several motions to be filed in the coming
weeks, including an omnibus claims objection.  The Reorganized
Rotech Debtors will also be filing a motion seeking the Court's
authority to cap the amount of reserves they must retain to
account for unresolved claims.  After entry of an order by the
Court on this motion, Mr. Brady believes that the Reorganized
Rotech Debtors will be able to commence additional distributions
to creditors.  Accordingly, the Reorganized Rotech Debtors seek
a delay in entry of a final decree to ensure that they have a
full opportunity to continue to prosecute or resolve the pending
claim objections and other matters.  Furthermore, the
Reorganized Rotech Debtors seek to extend the date for filing
the final report and accounting because the jurisdiction of the
Court may still be necessary while the claims administration
process is ongoing.

Mr. Brady asserts that delaying entry of a final decree will
help ensure that distributions are made under the Rotech Plan
only to those actual creditors and in appropriate amounts.
Moreover, a final report and accounting will not be accurate
since the claims administration process has not come to a
conclusion.

A hearing on the motion is scheduled on December 18, 2002.  By
application of Del.Bankr.LR 9006-2, the deadline for filing a
final report and accounting is automatically extended through
the conclusion of that hearing. (Integrated Health Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


INVENTRONICS: Reports $2MM Working Capital Deficit at Sept. 30
--------------------------------------------------------------
Inventronics Limited (IVT:TSX), a designer and manufacturer of
custom enclosures for the communications, electronics and other
industries in North America, announced its 2002 third-quarter
results.

In the three months ended September 30, 2002, Inventronics
reported a net loss of $2,508,000, of which $2,163,000 or 86 per
cent stemmed from one-time restructuring charges related to the
closure of its leased production facility in Sherwood Park,
Alberta and the restructuring of debt. The year to date
restructuring charges of $2,963,000 added to the losses of
$2,313,000 on the disposal of Inventronics' Eurocraft Enclosures
Limited subsidiary in England, account for 79 per cent of the
$6,700,000 loss reported for the nine months ended September 30,
2002.

"While the loss to date is large, the restructuring charges were
necessary to ensure the Company's long term profitability," said
Dan Stearne, Inventronics' President and CEO.

The restructuring program to date has involved:

- Disposing of the Corporation's UK subsidiary, Eurocraft
   Enclosures Limited

- Transferring all North American production to IVT's Brandon,
   Manitoba facility, closing the Sherwood Park plant on October
   25, 2002 and disposing of surplus production equipment in an
   auction scheduled for November 26, 2002

- Restructuring the Company's balance sheet by accepting an In
   Principle offer for $3.5 million of subordinated debt
   financing through Mercantile Bancorp Limited and through
   negotiating new credit facilities with the Company's banker

The restructuring program will result in:

- Enhanced margins through efficient use of Inventronics'
   Brandon production facility

- Substantially lower fixed operating costs

- Improved working capital and cash position

For the three months ended September 30, Inventronics reported
sales of $6,464,000 in 2002 compared to $8,502,000 in 2001. For
the nine months ended September 30, Inventronics reported sales
of $21,045,000 compared to $29,985,000 in 2001. The lower sales
resulted from continued uncertainty and weakness in the North
American telecommunications market, which is traditionally
responsible for more than 80 per cent of Inventronics' revenues.

"Our diversification strategy is on track, our cost reduction
program is taking effect and with these restructuring costs
behind us we are confident in our ability to return to
profitability," Mr. Stearne said.

                       About Inventronics

Inventronics Limited designs and manufactures custom enclosures
and other products for an array of customers in the
telecommunications, electronics, cable television, electric
utilities, computer services and energy resources industries in
North America. The Corporation has a wholly owned, ISO 9001-
registered production facility in Brandon, Manitoba, and head
offices in Calgary, Alberta.

Shares of Inventronics trade on the Toronto Stock Exchange under
the symbol "IVT." For more information about the Corporation,
its products and its services, go to www.inventronics.com.

The Corporation's full 2002 third-quarter financial report will
be filed with SEDAR at http://www.sedar.com/by Nov. 30, 2002.

Inventronics' September 30, 2002, balance sheet shows a working
capital deficit topping $2 million.

1. SUBSEQUENT EVENTS

Subsequent to the end of the third quarter and as disclosed in
the press release issued November 15, 2002, the Corporation
concluded refinancing arrangements with a mezzanine lender and
its bank. On November 22, 2002, funding of the mezzanine loan of
$3,500,000 will occur and the new bank lending arrangements will
take effect.

2. DISCONTINUED OPERATIONS

On September 17, 2002, the Corporation completed the sale of all
classes of outstanding shares of it's wholly-owned subsidiary,
Eurocraft Enclosures Limited, for no net proceeds. Effective
June 30, 2002, the Corporation adopted a plan to dispose of its
wholly owned subsidiary, Eurocraft Enclosures Limited. The
Eurocraft shares were purchased on April 1, 2001 for cash and
security support was provided for its long-term debt
obligations.

3. CONTINUING OTHER LIABILITIES

At September 30, 2002, the Corporation continues to have a
letter of credit in the amount of $2,558,000 outstanding in
support of the long-term debt obligation of Eurocraft Enclosures
Limited, which was a wholly owned subsidiary of the Corporation
until September 17, 2002.

The Corporation has entered into an agreement whereby it will
make interest and principal payments on the Eurocraft term debt
obligations until October 31, 2003. At the end of this period,
Eurocraft will resume making these payments and will repay the
amounts paid by the Corporation on behalf of Eurocraft
commencing January 2006. Principal on the Eurocraft term loan is
repayable over 36 months commencing January 2003 at the rate of
$71,000 per month. As each monthly principal payment is made,
the Corporation's letter of credit obligation will automatically
reduce by an equivalent amount. As at September 30, 2002,
$711,000 was included in accrued liabilities to recognize the
Corporation's principal repayment obligations assumed under this
agreement.

4. RESTRUCTURING CHARGES

In order to complete the Corporation's restructuring efforts,
additional restructuring provisions totalling $2,163,000 were
taken in the quarter ended September 30, 2002 bringing the year
to date total to $2,963,000. Of this total, $1,300,000 relates
to the disposition of certain machinery and equipment assets,
net of expected proceeds, and $1,313,000 relates to the
Corporation's lease obligations, employee termination costs and
the transfer of all production from the former Sherwood Park
manufacturing facility to the Brandon facility. The remaining
$350,000 relates to the restructuring of debt obligations.

5. BANK INDEBTEDNESS

At September 30, 2002, the Corporation entered into a
forbearance agreement with its banker, which provided the
support necessary to complete the restructuring of the
Corporation's debt obligations.

Under these arrangements, the term debt principal payment of
$210,000 due September 30, 2002 was deferred until receipt of
the sale proceeds related to certain Sherwood Park assets. In
addition to this payment deferral, the Corporation's financial
covenants were revised such that the Corporation is in full
compliance with its banking obligations.


KAISER ALUMINUM: Sells Brine Pipeline to Sorrento for $3-Mill.
--------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates sought
and obtained authority from the Court to consummate the sale of
its Pipeline located in a facility adjacent to the Debtors'
Gramercy facility, to Sorrento Pipeline Company, LLC for $3
million.

                           *   *   *

Adjacent to Kaiser Aluminum Corporation's Gramercy Facility in
Louisiana is a caustic/chlorine facility that is no longer
operated.  Patrick M. Leathem, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, relates that this
caustic/chlorine facility includes a 13-mile pipeline that was
used primarily to carry brine from a distant well to the
caustic/chlorine facility.  Previously, small amounts of brine
were also delivered through the Brine Line to the Gramercy
Facility.

Although the Debtors require brine for the operation of the
Gramercy Facility, Mr. Leathem says they have obtained the
necessary brine from other sources.  The Brine Line was
constructed to deliver substantially higher amounts of brine for
use in the caustic/chlorine facility.  In view of the smaller
amounts of brine needed by the Gramercy Facility, the operation
of the Brine Line, which includes maintaining the mineral
rights, is not cost effective.  Hence, the Debtors ceased
utilizing the Brine Line.

In September 2001, the Debtors commenced efforts to sell the
Brine Line and the other surplus assets associated with the
caustic/chlorine plant.  After several failed marketing efforts,
continues Mr. Leathem, the Debtors managed to negotiate with
Enterprise Products Operating, L.P., which expressed interests
in the Brine Line.  Since that time, the Debtors have been in
discussions with Enterprise and its affiliate, Sorrento Pipeline
Company, LLC, to reach an acceptable agreement for the sale of
the Brine Line.

Subsequently, the Debtors have agreed to enter into a purchase
and sale agreement with Sorrento on September 24, 2002.  The
salient terms of the purchase agreement are:

Property:  -- 11.09 miles of the Brine Line;

            -- all records and permits in connection with the
               ownership, operation and maintenance of the Brine
               Line.

            The assets will be sold free and clear of liens,
            claims and Encumbrances.  The Debtors do not believe
            that any liens against these assets exist other than
            the lien granted in connection with the Debtors'
            postpetition financing.

Buyer:     Sorrento Pipeline Company, LLC;

Price:     $3,000,000 in cash;

            The Purchase Price will be paid at the closing of the
            transaction.  The Purchase Price does not include
            sales, use, excise or other taxes payable on account
            of the transaction, which, if applicable, will be
            paid by Sorrento.  Sorrento is assuming no
            liabilities of the Debtors under the Sale Agreement
            other than future obligations arising under certain
            permits designated by Sorrento;

Indemnification:

            The parties are required to indemnify the other to
            the extent and as described in the Sale Agreement.

            The Debtors will indemnify Sorrento from and against:

            -- any breaches of the Debtors' representations and
               warranties; and

            -- any losses relating to any claims arising from
               activities of the Debtors relating to the Pipeline
               Assets prior to the closing date.

            Sorrento will indemnify the Debtors from and against:

            -- any breaches of Sorrento's representations and
               warranties; and

            -- any losses relating to any claims arising from
               activities of Sorrento relating to the Pipeline
               Assets after the closing date;

Other Bid: The Debtors are not permitted to solicit other bids
            for the Pipeline Assets unless the solicitation is
            required by the Court.

            The Debtors, however, do not believe further
            solicitation of bids will result in higher value to
            their estates since:

            -- due to the immovable nature and few potential uses
               of the Pipeline Assets, the market for the
               Pipeline Assets is very limited;

            -- the Debtors believe that their efforts to market
               the Pipeline Assets have been thorough and have
               resulted in a fair and reasonable price for the
               Pipeline Assets; and

            -- negotiations with Enterprise and Sorrento have
               continued over the course of several months and
               during that time no other party has expressed an
               interest in the Pipeline Assets. (Kaiser
               Bankruptcy News, Issue No. 18; Bankruptcy
               Creditors' Service, Inc., 609/392-0900)


KMART CORP: Selling RK-227 Beechjet to Dominion Aircraft
--------------------------------------------------------
Kmart Corporation and its debtor-affiliates propose to sell
another corporate jet, a Model Year 1999 Beechjet 400A,
identified by serial number RK-227 and registration number
N632KM, to Dominion Aircraft, Inc., subject to higher and better
offers.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom,
relates that, of the five proposals received to purchase the
aircraft, the Debtors determined that Dominion's bid represents
the highest and best offer for the property thus far.

The RK-227 Beechjet was also used by Kmart's divisional
presidents to visit stores in their regions.  Because of their
restructuring and the reduction of their stores, the Debtors no
longer needed to maintain the aircraft.

Aerodynamics Inc., a broker specializing in aircraft sale,
assisted the Debtors in marketing and selling the RK-227
Beechjet.  Pursuant to the parties' Exclusive Aircraft Brokerage
Agreement approved by the Court, the Debtors will compensate
Aerodynamics 1-1/2% of the aircraft's purchase price.

In August 2002, the Debtors, together with Aerodynamics, engaged
in extensive marketing efforts with respect to the property.
Particularly:

    (i) The Beechjet was listed with the two main aircraft
        listing services, AMSTAT and JETNET;

   (ii) Information regarding the aircraft was provided to the
        Internet-based listing service, Aircraft Shopper Online.
        Aircraft Shopper Online is a service primarily utilized
        by end-users;

  (iii) The aircraft was marketed on the Broker's website at
        http://www.flyadi.comand

   (iv) The Beechjet was advertised through a subscription fax
        service that was sent to aircraft dealers, brokers and
        other interested parties.  This service published
        pictures and the specifications of the aircraft.  The
        subscription fax services is used by the majority of
        aircraft industry professionals worldwide.

The salient terms of the Purchase Agreement between the Debtors
and Dominion are:

Purchase Price:  $3,500,000

Escrow Deposit:  $50,000

Assets Included: All the Debtors' right, title and interest in
                   the aircraft

Closing:         Immediately after the last to occur of:

                   (1) approval of the Proposed Sale by this
                       Court;
                   (2) completion of the Pre-Purchase Inspection;
                   (3) closing of the Escrow Deposit; and
                   (4) payment of the Purchase Price.

Conditions
to Closing:      The Agreement is subject to higher and better
                   offers, as well as Bankruptcy Court approval.

Representations
And Warranties:  The Property will be conveyed "as is, where
is." (Kmart Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LECSTAR: Continued Operations Dependent on Additional Financing
---------------------------------------------------------------
LecStar Corporation is a Competitive Local Exchange Carrier
(CLEC) which markets on a region-wide basis, a full scope of
advanced telecommunications services that include local access
dial tone, national and international long distance, enhanced
subscriber services, high-speed data and internet services and
network management.

The Company had a working capital deficiency at September 30,
2002 of approximately $9,375,000, and recorded net losses for
the first nine months of 2002 of approximately $18,343,000. This
raises substantial doubt about the Company's ability to continue
as a going concern. The Company's continued existence is
dependent on it ability to obtain additional debt or equity
financing and to generate profits from operations. The Company
is continuing to pursue additional equity and debt financing.
There are no assurances that the Company will receive additional
equity and debt financing.

The Company has incurred operating losses since inception and as
of September 30, 2002, had an accumulated deficit of $66,967,799
and a working capital deficit of $9,374,643.

LecStar has a credit agreement with Sherman LLC that provides it
with up to $5,000,000 in revolving credit. Under the terms of
the credit agreement, upon each borrowing LecStar will issue to
Sherman a warrant to purchase its common stock equal to 19% of
the amount borrowed divided by the average of the closing bid
price of its common stock for the five trading days immediately
prior to the date of the loan. Borrowings under the credit
agreement are secured by LecStar's accounts receivable and
certain fixed and other assets, and those of each of its
significant subsidiaries, and accrue interest at the rate of 15%
per year. As of August 30, 2002, all outstanding amounts
borrowed under this facility were converted to preferred and
common stock. At September 30, 2002, the Company was in
compliance with all covenants of this credit agreement or had
received appropriate waivers; however, the Company did not meet
the conditions for additional borrowings under this facility.

LecStar also has a $25,000,000 Equity Line Financing Agreement
with Pima Capital Management Limited. Upon the Company's
request, Pima Capital has committed to purchase up to
$25,000,000 of ecStar common stock over a thirty-six month
period. The purchase price per share will be determined by
dividing the dollar amount LecStar requests by 92% of the simple
average of the closing bid prices of its common stock over the
ten trading days immediately following a draw request from the
Company. Under the equity line financing agreement, LecStar is
obligated to register the shares of common stock to be purchased
by Pima before it may deliver a draw request to Pima. The
Company has not filed a registration statement covering the
resale of the stock under this agreement. To date, it has not
drawn funds under this equity line of credit because of
conditions to funding.

Inability to draw funds under either the financing or credit
agreement could result in a material adverse effect on LecStar's
business, financial condition, and results of operation.
Furthermore, it may need to raise additional funding through
either debt or equity instruments. If it is not successful in
these efforts, lack of additional funding would result in a
material adverse effect on the Company and its viability as an
ongoing concern.

On October 9, 2002, the Company borrowed $253,000 secured by a
claim from a bankruptcy estate.

The Company's cash and cash equivalents decreased $37,150 during
the first three quarters of 2002. The principal sources of funds
consisted of $1,364,000 in borrowings, and $750,569 received in
proceeds from the sale of 7,000,000 common stock warrants, which
are included in the total calculation of outstanding
shares. The primary use of funds was cash used in operations of
$2,052,604.

Dividends in arrears on the Company's Series A Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock, and Series G
Preferred Stock at September 30, 2002 total $4,674,386. LecStar
is currently analyzing alternatives for addressing these
arrearages. At Septmeber 30, 2002, the Company was in default on
$1,139,489 of lease obligations. Default under lease obligations
could have a materially adverse impact on LecStar's business.


LEGACY HOTELS: Inks $100 Million Debenture Offering Pact with TD
----------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX symbol: LGY.UN)
has entered into an agreement with TD Securities Inc. for the
private placement of $100 million Series 3 senior unsecured
debentures due December 15, 2003.

The debentures will bear a floating interest rate based on a
one-month banker's acceptance rate plus 275 basis points. The
debentures are redeemable in whole or in part beginning March
15, 2003. The offering is scheduled to close on November 21,
2002.

Proceeds of the offering will be used for general corporate
purposes, including replenishing funds used to repay Legacy's
Series 1B Debentures in the amount of approximately $78 million
on November 15, 2002.

The debentures have been provisionally rated BBB, with a stable
outlook, by Dominion Bond Rating Service Limited and BB+, with a
negative outlook, by Standard & Poor's.

The securities offered have not been and will not be registered
under the United States Securities Act of 1933, as amended, and
may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except in certain
transactions exempt from the registration requirements of the
U.S. Securities Act.

Legacy is Canada's premier hotel real estate investment trust
with 22 luxury and first class hotels across Canada with
approximately 10,000 guestrooms. The portfolio includes landmark
properties such as Fairmont Le ChÉteau Frontenac, The Fairmont
Royal York and The Fairmont Empress. The management companies of
Fairmont Hotels & Resorts Inc. operate all of Legacy's
properties.

As previously reported, Legacy's September 30, 2002 balance
sheets show a working capital deficit of about CDN$41 million.


LIONS GATE: Posts Improved Results for Third Quarter
----------------------------------------------------
Lions Gate Entertainment (AMEX and TSX: LGF) achieved
significant increases in revenue, EBITDA and net income for its
Fiscal 2003 second quarter ended September 30, 2002.

Led by strong contributions from its core motion picture, home
entertainment and television businesses, Lions Gate posted
revenue of $77.8 million during its second quarter, a 30%
increase over $59.7 million in the prior year's second quarter.

The Company achieved EBITDA (earnings before interest, provision
for income taxes, amortization, minority interests, unusual
losses and equity interests in investments subject to
significant influence) of $6.2 million during the quarter, an
increase of 130% compared to $2.7 million in the second quarter
of Fiscal 2002. The 130% gain outperformed management's previous
guidance.

Net income available to common shareholders for the second
quarter was $0.3 million or $0.01 per share (after giving effect
to the Series A preferred share dividends and accretion on the
Series A preferred shares) based on 43.2 million weighted
average common shares outstanding, compared to a net loss
available to common shareholders of $0.8 million or a net loss
of $0.02 per share (after giving effect to the Series A
preferred share dividends and accretion on the Series A
preferred shares) based on 42.5 million weighted average common
shares outstanding for the three months ended September 30,
2001.

"I am pleased with our continuing success in achieving three key
goals - generating growth in our core businesses, strengthening
our financial position and extending the Lions Gate brand," said
Lions Gate Chief Executive Officer Jon Feltheimer. "We continue
to pay down debt and improve our cash position while achieving
significant benefits from our diversification, integration and
library creation initiatives."

Feltheimer noted that Lions Gate has surpassed its guidance for
two consecutive quarters due to the consistent performance of
its growing film library combined with continuing high film
margins based on integration of its core businesses. Although
noting that the upcoming fiscal third quarter is historically
the Company's softest quarter, Feltheimer reaffirmed that Lions
Gate is on track for bottom line profitability, continued EBITDA
growth and positive free cash flow for the full fiscal year.

Lions Gate continued its debt reduction initiatives, paying down
another $12.0 million in debt during the second quarter while
maintaining its strongest cash position since its
recapitalization 2 1/2 years ago. General and administrative
expenses of $7.9 million decreased 6% compared to the second
quarter of last year.

Lions Gate continues to focus on integrating its core businesses
and evaluating options for maximizing shareholder value. Lions
Gate yesterday announced a transaction involving the sale of its
45% equity interest in Mandalay Pictures LLC in which it has
recognized the full carrying value of its investment.

For the six months ended September 30, 2002, Lions Gate
generated revenue of $172.1 million, a 64% increase from $104.9
million in the first six months of the prior fiscal year. Cash
provided by operating activities for the six months ended
September 30, 2002, was $24,000, compared to cash used in
operating activities of $52.7 million in the comparable six-
month period last year.

Six-month EBITDA (as defined above) of $13.0 million increased
132% compared to $5.6 million for the six months ended September
30, 2001. Net income available to common shareholders for the
first six months of Fiscal 2003 was $2.1 million or $0.05 per
share (after giving effect to the Series A preferred share
dividends and accretion on the Series A preferred shares) on
43.2 million weighted average common shares outstanding compared
to a net loss available to common shareholders of $2.0 million
or net loss of $0.05 per share (after giving effect to the
Series A preferred share dividends and accretion on the Series A
preferred shares) on 42.4 million weighted average common shares
outstanding for the six months ended September 30, 2001.

     Diversified Contributions From Motion Pictures, Home
                 Entertainment And Television

Lions Gate emphasized that its second quarter financial results
were led by gains in nearly all of its core businesses:

- Motion picture revenue was $50.2 million, a 59% increase from
$31.5 million in the prior year's second quarter. Growth was
attributable to a powerful slate of home video releases, led by
video revenue of $9.8 million from FRAILTY (a Spring 2002
theatrical release), additional video revenues from other prior
theatrical releases, international sales, library sales and the
critically-acclaimed theatrical title

LOVELY & AMAZING.

- Television revenue grew to $17.8 million, a 7% increase from
$16.7 million in the comparable quarter last year, attributable
to U.S. and international deliveries of nine one-hour episodes
of THE DEAD ZONE, one of the highest-rated dramatic series in
basic cable history, as well as international deliveries of the
television movies THE PILOT'S WIFE, CABIN PRESSURE, SUPERFIRE
and ATTACK ON THE QUEEN (to be aired as COUNTERSTRIKE in the
U.S. next Spring).

- Revenue from Lions Gate's animation partner CineGroupe was
$8.5 million, a 17% decrease from $10.2 million in the
comparable quarter last year. CineGroupe delivered 28.0 half-
hours of programming during the quarter, including the
futuristic GALIDOR: DEFENDER OF THE OUTER DIMENSION, compared to
35.5 half-hours delivered in the prior year's second quarter.

- Studio Facilities revenue of $1.4 million increased 27% from
$1.1 million in the prior year's second quarter due primarily to
revenue earned from subleased stages and ancillary operations as
well as an increase in rental rates.

Lions Gate is a leading independent producer and distributor of
motion pictures, home entertainment, television programming and
animation worldwide and holds a majority interest in the cutting
edge CinemaNow VOD business. The Lions Gate brand name is
synonymous with original, daring, quality entertainment in
markets around the world.

                             *   *   *

As reported in the August 21, 2002 issue of the Troubled Company
Reporter, the Company's recently hired independent auditors,
Ernst & Young LLP, on May 17, 2002, in their Auditors Report,
said, concerning Lions Gate Entertainment Corporation: "[T]he
Company has incurred recurring operating losses and requires
additional financing in order to produce future films.
Additionally, the Company has not successfully negotiated
distribution arrangements for future films. These matters raise
substantial doubt about the Company's ability to continue as a
going concern."


LTV STEEL: Expanding Scope of Alix's Services as Crisis Managers
----------------------------------------------------------------
In connection with the proposed thresholds for pursuing
preference avoidance actions, LTV Steel Company Inc., asks Judge
Bodoh to approve a second amendment to the engagement letter of
AlixPartners, LLC.

Particularly, LTV Steel seeks to expand the scope of Alix's
engagement to include preference claim analysis and collection
assistance, and other related assistance "as deemed necessary".
On October 2, 2002, LTV Steel and Alix signed a second amended
engagement letter to establish the scope of the Preference
Services to be performed, and the fee structure related to these
services.  LTV Steel informs the Court that Alix has already
begun to assist LTV Steel by performing much of the Preference
Services.

                      The Expanded Services

The Second Amendment to the Alix Engagement Letter provides that
Alix will:

     (a) begin the collection process of LTV Steel's
         preference claims;

     (b) implement resolution methods and negotiate with
         parties to resolve preference claims;

     (c) assist LTV Steel in determining whether lawsuits
         in connection with preference claims need to be
         filed, and work under the direction of LTV Steel's
         counsel to develop and assist in filing complaints;

     (d) participate and provide support for informal and
         formal discovery;

     (e) direct the process to settle with parties and assist
         counsel in resolving all lawsuits; and

     (f) assist in other tasks as LTV Steel's counsel may
         direct, or upon which Alix and LTV Steel may
         mutually agree.

                            The Increased Fees

In addition to its other fees, Alix will receive:

     (1) $100,000 per month for the first two months of the
         engagement, and then $50,000 per month for the next
         10 months of the engagement;

     (2) 15% of all cash collected in connection with the
         Preference Action, net of legal fees, up to
         $8,999,999; and

     (3) 20% of all cash collected in connection with the
         Preference Actions, net of legal fees, exceeding
         $9,000,000.

LTV Steel contends that the additional services and fees
proposed are reasonable, necessary and appropriate. (LTV
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


METROMEDIA INT'L: Will Delay Filing of Third Quarter Results
------------------------------------------------------------
Metromedia International Group, Inc. (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, announced that it would delay the filing of
its Form 10-Q for the quarter ended September 30, 2002 with the
Securities and Exchange Commission.

The delay in the Form 10-Q filing is attributable to the
additional effort and time that was required for the Company to
complete its analysis of the application of Statement of
Financial Accounting Standards ("SFAS") No. 144 "Accounting for
the Impairment of Long-Lived Assets" and SFAS No. 142 "Goodwill
and Intangible Assets" to certain of the Company's businesses
and to finalize its management discussion and analysis of
financial condition and results of operations to reflect such
analysis.

The Company expects that it will file its Form 10-Q, with the
Securities and Exchange Commission, before the end of November
2002.

Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States, China and other emerging markets. These
include a variety of telephony businesses including cellular
operators, providers of local, long distance and international
services over fiber-optic and satellite-based networks,
international toll calling, fixed wireless local loop, wireless
and wired cable television networks and broadband networks and
FM radio stations.

Visit the company's Web site at http://www.metromedia-group.com

                            *   *  *

As previously reported, the Company continues to hold
negotiations with representatives of holders of its Senior
Discount Notes in an attempt to reach an agreement on a
restructuring of its indebtedness in conjunction with proposed
asset sales and restructuring alternatives.

To date, the Company and representatives of note holders have
not reached an agreement on terms of a restructuring. The
Company cannot make any assurance that it will be successful in
raising additional cash through asset sales or through cash
repatriations from its business ventures, nor can it make any
assurance regarding the successful restructuring of its
indebtedness.


MILACRON: Weaker Financial Profile Spurs S&P to Cut Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Milacron Inc. to 'B+' from 'BB-'. The outlook is
negative. At the same time, the rating on the company's $110
million senior secured bank facility was lowered to 'B+' from
'BB'. The plastic machinery manufacturer's senior unsecured debt
was affirmed at 'B'. The downgrades reflect the impact of weak
end markets on the company's financial profile, despite
significant asset sales to reduce debt. The affirmation of the
senior unsecured rating reflects the substantial reduction in
secured debt.

Total debt was about $296 million at Sept. 30, 2002, for
Cincinnati, Ohio-based Milacron.

"The downgrade on Milacron was based upon the deterioration in
the company's credit measures and the uncertain timing for a
recovery," said Standard & Poor's credit analyst Robert Schulz.

The ratings on Milacron reflect a now less diverse business
profile due to asset sales and an aggressive financial profile.
Milacron is a leader in the plastics machinery sector (injection
molding, blow molding, extrusion, mold bases), and also sells
metalworking fluids, which is a more stable and solidly
profitable sector. Milacron's profitability has declined
materially because of the sharp downturn in North American
demand for plastics machinery. The timing and extent of market
recovery remains highly uncertain, although some improvement in
order rates occurred in the third quarter of 2002 compared with
the same period in 2001 and also sequentially from the second
quarter of 2002.

In 2002, the company sold its U.S. metalworking tools operation
to Sweden-based Sandvik A/S (A+/Stable/A-1) for about $175
million and its European and Indian operation to Kennametal Inc.
(BBB/Negative/--) for about $184 million. Most of the sale
proceeds were used to reduce bank debt. Over the past year,
inventories have been worked down and capital expenditures
slashed, but lease-adjusted funds from operations dropped to
4.3% in 2001 from the low-20% area in recent years due to the
challenging economic environment and will be lower in 2002. The
net loss from continuing operations in the third quarter of 2002
was $4.5 million (including $1.9 million in restructuring
charges) compared with a loss from continuing operations of
$10.5 million (including charges of $2.8 million) in the same
quarter of 2001. For the current rating, funds from operations
to total debt (an important financial protection measure) would
be expected to recover into the low double-digit range.

The ratings are based on the assumption that the company returns
to profitability in 2003 as demand slowly recovers in the core
plastics business. Should the downturn remain severe into the
second half of 2003, with earnings and cash flow generation
remaining weak, ratings could be lowered.


NEW WORLD PASTA: S&P Junks & Places Ratings on Watch Negative
-------------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
secured ratings on New World Pasta Company, a branded pasta food
manufacturer, to 'CCC+' from 'B+' and lowered the senior
subordinated notes to 'CCC-' from 'B-.' All ratings have been
placed on CreditWatch with negative implications.

About $346.9 million of total debt was outstanding at June 29,
2002.

"The rating action follows the company's announcement that New
World Pasta is not in compliance with certain covenants under
its senior secured credit facility," said Standard & Poor's
credit analyst Ronald Neysmith. In addition, New World was
unable to complete its financial statements for the period ended
Sept. 28, 2002, and so was unable to file its Form 10-Q
quarterly report with the Securities and Exchange Commission on
time.

The company's covenant violation and inability to file its 10-Q
stemmed from incorrectly stated financial statements, primarily
accounts receivables and inventory balances, that resulted from
inadequate system design, integration, and implementation. As a
result, the company will likely need to restate financial
statements for the quarterly periods in 2002 and all of fiscal
2001. Currently, New World is in the process of obtaining a
waiver on its bank covenants, but there is no assurance that
the waiver will be obtained. Consequently, the company's future
liquidity position is unclear.

Standard & Poor's will meet with management to review its
liquidity needs, the impact of restatement of prior financial
results and the related accounting systems.


NORTHWEST BIOTHERAPEUTICS: Falls Short of Nasdaq Requirements
-------------------------------------------------------------
Northwest Biotherapeutics, Inc. (Nasdaq: NWBT) has received
notice from the Nasdaq National Market that its common stock no
longer meets the requirements for listing on Nasdaq.  Pursuant
to Marketplace Rule 4450(a)(2), the Company must maintain a
minimum "public float" of at least $5 million.  In a letter
dated November 19, 2002, Nasdaq informed the Company that its
common stock has failed to meet this requirement for the past
thirty consecutive trading days.  At this time, the Company has
until February 17, 2003 to demonstrate compliance with Rule
4450(a)(2) for a period of at least 10 consecutive trading days.
If the Company fails to demonstrate compliance with Rule
4450(a)(2) by that time, its common stock may be delisted from
Nasdaq.

In an additional letter dated November 19, 2002, Nasdaq also
informed the Company that it is currently out of compliance with
Marketplace Rule 4450(a)(3), which requires that the Company
maintain stockholders' equity of at least $10 million.  In its
quarterly report on Form 10-Q for the period ended September 30,
2002, the Company reported stockholders' equity of approximately
$6.3 million.  At this time, Nasdaq has requested that the
Company provide information as to how it intends to regain
compliance with this requirement, and the Company is cooperating
with that request.

If Nasdaq ultimately decides to delist the Company's common
stock as a result of these listing deficiencies, or as a result
of the previously announced violation of the Nasdaq minimum bid
price requirement, the Company will be given an opportunity to
appeal that decision prior to being delisted.

                           *   *   *

As reported in the October 11, 2002, issue of the Troubled
Company Reporter, the Company retained C.E. Unterberg, Towbin to
assist in searching out strategic and financial alternatives,
including the sale or merger of the Company or any of its
development programs or raising additional funds. There can be
no assurance that we will be able to sell or merge the Company
or to raise additional funds on terms favorable to us or to our
stockholders, or at all. Our failure to raise sufficient
funds will require us to eliminate some or all of our product
development efforts and significantly limit our ability to
operate as a going concern. If additional funds are raised by
issuing equity securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience
substantial dilution or such equity securities may provide for
rights, preferences or privileges senior to those of the holders
of our common stock.


OAKWOOD HOMES: Fitch Places All Classes on Rating Watch Negative
----------------------------------------------------------------
Fitch Ratings places all classes of Oakwood Manufactured Housing
Securitizations on Rating Watch Negative.

This action is a result of the Chapter 11 bankruptcy filing of
Oakwood Homes (OH) on Nov. 15, 2002. The Chapter 11 bankruptcy
filing comes less than one week after Fitch's downgrade of 13
classes of Oakwood's manufactured housing securitizations. These
actions were taken due to the deteriorating performance of the
manufactured housing loan portfolios. The deterioration was a
result of changes that were made a few months ago to servicing
practices used by Oakwood. These changes include: a halt in
their loan assumption program, a reduction in the level of
servicing advances as well as a one time large loss incurred for
a non-recurring recovery of prior servicing advances for
severely delinquent loans (more than five months delinquent).
Fitch's analysis included projecting future defaults at an
increased level based on ceasing the loan assumption program.

Additionally, Fitch had concerns regarding loss severities:
current loss severities for the portfolio were beginning to rise
and the announcement of the closing of retail centers for
liquidating future loans did not bode well for restraining
future severities. Also, there was a concern that the downturn
in the manufactured housing market would generally depress
severities for several years forward. As a result, a 90% loss
severity was assumed.

Currently, the delinquency of the Oakwood portfolio has
stabilized. However, the chapter 11 bankruptcy filing by the
company has caused heightened concerns regarding maintenance of
servicing quality. Fitch will be monitoring the delinquency
performance in the near future to see if Oakwood's bankruptcy
will cause delinquencies to rise or remain closer to current
levels.

At this time, it is unclear what the impact would be on the
performance of the pools as a result of a disruption and/or
potential transfer of servicing due to the bankruptcy filing.
The limited number of manufactured housing servicers as well as
the limited interest from mortgage servicers in acquiring the
servicing rights to this unique asset make these securitizations
particularly vulnerable. Since Oakwood is no longer able to fund
new originations, Fitch expects it to be solely reliant upon
wholesale liquidations. Entities no longer originating loans are
reliant upon wholesale liquidations and are experiencing greater
than 90% loss severities.

Founded in 1946, Oakwood Homes has been one of the largest
manufacturers and retailers of manufactured homes. Oakwood
Acceptance Corp. (Oakwood) was the finance subsidiary of OH. As
of September 2002, Oakwood's servicing portfolio was equal to
$4.12 billion.

The Rating Watch Negative will remain in place on all classes of
the following transactions until more information is available
regarding the bankruptcy filing on the servicing operation:

      -- Series 1994-A;
      -- Series 1995-A;
      -- Series 1995-B;
      -- Series 1996-A;
      -- Series 1996-B;
      -- Series 1996-C;
      -- Series 1997-A;
      -- Series 1997-B;
      -- Series 1997-C;
      -- Series 1997-D;
      -- Series 1998-B;
      -- Series 1998-C;
      -- Series 1999-A;
      -- Series 1999-B;
      -- Series 1999-C;
      -- Series 1999-E;
      -- Series 2000-A;
      -- Series 2000-B.


ORGANOGENESIS: Novartis Agrees To Give Back Apligraf Rights
-----------------------------------------------------------
Novartis has reached an agreement to transfer the worldwide
marketing and distribution rights of Apligraf(R), previously
licensed to Novartis, back to Organogenesis, which developed the
product and remained solely responsible for the manufacture of
the product.

Apligraf is a wound care substitute approved by the FDA for
treatment for venous leg and diabetic foot ulcers. Deliveries of
Apligraf to Novartis have been suspended since 9 September 2002
in advance of the filing of a voluntary petition for
reorganization under Chapter 11 of the US Bankruptcy Code by
Organogenesis on September 25, 2002.

Under the terms of the agreement, Novartis will market and
distribute Apligraf until June 17, 2003 and will transfer
marketing and distribution rights back to Organogenesis at the
time of consummation of Organogenesis' plan of reorganization.
The agreement gives Organogenesis until August 31, 2003 for the
consummation of its plan of reorganization. Novartis' ability to
resume marketing and distribution of the product is contingent
upon Organogenesis' compliance with applicable regulatory
requirements. As a consequence of that bankruptcy filing by
Organogenesis, the proposed agreement with Novartis is subject
to approval by the US bankruptcy court for the District of
Massachusetts.

Until the supply of Apligraf resumes, Novartis has also set up a
hotline to help answer questions and assist patients and
physicians during this transition period. The hotline number is
888-432-5232

Novartis AG (NYSE: NVS) is a world leader in pharmaceuticals and
consumer health. In 2001, the Group's businesses achieved sales
of CHF 32.0 billion (USD 19.1 billion) and a net income of CHF
7.0 billion (USD 4.2 billion). The Group invested approximately
CHF 4.2 billion (USD 2.5 billion) in R&D. Headquartered in
Basel, Switzerland, Novartis Group companies employ about
74 000 people and operate in over 140 countries around the
world.


ORGANOGENESIS: Moves Court to Okay Settlement with Novartis
-----------------------------------------------------------
Organogenesis Inc., asked the United States Bankruptcy Court for
the District of Massachusetts to approve a settlement and
related agreements between the Company and Novartis Pharma AG.
The agreements settle claims between them and establish certain
new production, supply and licensing arrangements related to the
relaunch of Apligraf(R) living skin substitute, the Company's
lead product, and authorize a debtor in possession ("DIP")
financing agreement with Novartis. The Company previously filed
a voluntary petition for reorganization under the Bankruptcy
Code.

Gary S. Gillheeney, Chief Financial Officer of the Company,
said, "We are very pleased that our negotiations with Novartis
are complete and the formal agreements have been filed with the
United States Bankruptcy Court. Following approval of the
agreements, Apligraf will again be available to patients and
physicians. We fully appreciate the importance of Apligraf to
patients' health and are firmly committed to providing Apligraf
to our customers and patients as quickly as possible."

As part of the new arrangements contemplated under the
settlement agreement and DIP financing agreement, Novartis will
provide up to $3.0 million in DIP financing to the Company.
Novartis has agreed to grant the Company an exclusive license to
use the Apligraf trademark and the exclusive right to market and
distribute the Apligraf product upon confirmation of a plan of
reorganization. Prior to confirmation, until June 17, 2003,
Novartis will continue to market the Apligraf product. Novartis
has agreed to purchase from the Company a minimum weekly amount
of Apligraf product until June 17, 2003 and the Company will be
entitled to market the Apligraf product itself under the
Apligraf trademark thereafter. The settlement agreement also
provides that Novartis' claim under a $10 million principal
amount convertible note of the Company will be allowed and shall
not be subject to equitable or other subordination or
recharacterization of any ground.

Until the supply of Apligraf resumes, Novartis has also set up a
hotline to help answer questions and assist patients and
physicians during this transition period. The hotline number is
888-432-5232.

The Company further announced today that Alan Ades, a Director,
has been appointed Chairman of the Board and interim President
and Chief Executive Officer of the Company to replace Steven B.
Bernitz who ceased to serve as President and Chief Executive
Officer and a Director at the end of October.

Organogenesis was the first company to develop and gain FDA
approval for a mass-produced product containing living human
cells. Apligraf, the Company's principal product, a living, bi-
layered skin substitute, has received FDA approval for the
treatment of diabetic foot ulcers and venous leg ulcers.


OWENS CORNING: Settles Supervalu & Lonza Environmental Dispute
--------------------------------------------------------------
Owens Corning, and its debtor-affiliates obtained Court approval
of a settlement agreement with Supervalu Holdings Inc., and
Lonza Inc., resolving those parties' $28,000,000 environmental
claims against Owens Corning's estate.

The parties' settlement agreement provides, in pertinent part,
that:

A. Owens Corning agrees to the terms of the Settlement Agreement
    without admission of any liability or violation of the law;

B. Upon filing of an Amended Proof of Claim in the Owens Corning
    bankruptcy case, Supervalu and Lonza shall have a single,
    joint allowed general unsecured claim for $600,000 which
    shall supersede and replace the original $28,000,000 proof of
    claim previously filed by Supervalu and Lonza.  The amended
    claim shall be paid after approval of a reorganization plan
    in these Chapter 11 cases;

C. Supervalu and Lonza will have no other allowed claims
    relating to the Site in Owens Corning's Chapter 11 case;

D. The settlement will fully resolve Supervalu and Lonza's
    claims with respect to the Site; and

E. After the Court approves the Settlement Agreement, Supervalu
    and Lonza will dismiss with prejudice the Civil Action in the
    Rhode Island District Court. (Owens Corning Bankruptcy News,
    Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-
    0900)


PACIFIC GAS: Cheers at S&P's Negative Assessment of CPUC Plan
-------------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
on the credit assessment issued by Standard & Poor's (S&P) of
the California Public Utilities Commission (CPUC) bankruptcy
plan:

"The much-anticipated S&P assessment is highly damaging to the
Commission's plan. The S&P letter belies the CPUC's oft-repeated
claim that its plan would allow the utility to emerge from
bankruptcy in a financially sound condition.

"The securities issued to pay creditors should be investment
grade.  More important, Pacific Gas and Electric Company must
emerge from bankruptcy as an investment grade company.  The S&P
assessment reveals that the CPUC bankruptcy plan fails to reach
either mark.

"The rating agency's assessment found that under the CPUC plan,
Pacific Gas and Electric Company would emerge from bankruptcy
with only a speculative grade credit rating.  At this junk level
rating, the utility would not be able to cost-effectively resume
its traditional role in purchasing electricity for its
customers.  Under the CPUC plan, long after the bankruptcy case
is over, the utility would remain financially weakened.

"The S&P review found that more than $1.9 billion of debt and
equity in the Commission's plan would not be investment grade.
S&P determined that the remaining $7.8 billion in secured debt
appears to be only marginally investment grade under the CPUC
plan, and would only teeter above junk level because of the
inherent value of the utility's assets pledged against the debt.

"Standard & Poor's assessment includes 20 separate conditions
which must be met by the CPUC plan, including numerous
conditions that require certainty in CPUC ratemaking procedures
and the recovery of costs.  The rating agency also requires an
independent legal opinion and a judicial determination that the
Commission's reorganization agreement will bind it for the
potential 30- year life of the securities included in its plan.
As has been at issue in Bankruptcy Court, these conditions would
not be met under the Commission's plan.

"Standard & Poor's noted that it is only issuing a credit
assessment, rather than an indicative credit rating, because of
'the quantity and quality of the information provided to us and
issues associated with the reliability of the Model.'  By
comparison, S&P has issued indicative credit ratings on the PG&E
plan, which found that each of the companies resulting from its
reorganization plan would be investment grade.

"PG&E continues to believe it has developed the only feasible
solution that allows the utility to emerge from Chapter 11 as an
investment-grade company, gives the State of California a
clearly defined path to exit the power buying business and
provides for continued environmental protections. The company's
plan of reorganization achieves these objectives without asking
the Bankruptcy Court to raise rates or the State for a bailout."


PACIFIC GAS: Obtains Authority to Pay SEC Filing & Printer Fees
---------------------------------------------------------------
Pacific Gas and Electric Company and its debtor-affiliates
Sought and obtained the Court's authority to pay for its SEC
filing fees and printer fees in connection with the Chapter 11
Plan proposed by Debtors providing for the creation of three new
companies, ETrans LLC, Gtrans LLC and Electric Generation LLC.
According to Janet A. Nexon, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, P.C., in San Francisco California.

PG&E will split its operations according to its four historical
lines of business and functions:

    (a) The Reorganized Debtor will continue to operate the
        retail gas and electric distribution business;

    (b) ETrans LLC will operate the electric transmission
        business;

    (c) GTrans LLC will operate the gas transmission business;
        and

    (d) Electric Generation LLC will operate the electric
        generation business.

A significant component of the Plan involves the issuance of
various types of debt securities by:

    -- the New Entities as part of the distributions to be made
       to holders of Allowed Claims; and

    -- PG&E and the New Entities as a means of raising the cash
       to pay Allowed Claims and otherwise implement the Plan.

To this end, the Debtor has utilized its underwriters in
connection with the securities offerings.  The underwriters
helped prepare the registration statements and related
prospectuses that PG&E and the New Entities will file with the
Securities and Exchange Commission for the offerings of New
Money Notes to the public and the potential resale of Long-
Term Notes by the holders of Allowed Claims to the public.
However, as conditions precedent to the effectiveness of the
Plan:

   (i) the registration statements for the New Money Notes and
       the Long-Term Notes must be declared effective by the SEC;
       and

  (ii) PG&E must have consummated the sale of its New Money Notes
       and the New Money Notes of each of the New Entities will
       have been priced and their trade dates will have occurred.

Additionally, once the registration statements are filed, there
may be a lengthy SEC review process for the securities offerings
before the registration statements are declared effective.

At the time the registration statements are filed, PG&E will be
required to pay filing fees to the SEC. PG&E estimates that the
total filing fees will be $500,000, based on a total principal
amount of $5,360,000,000 in debt to be offered.  The current SEC
filing fee is $92 for each $1,000,000 of debt offered.

The Debtor anticipates it will need a professional printer to
prepare and file the registration statements in the electronic
filing format.  The printer's costs for these services depend
on:

    * the size of the filings;
    * the number of amendments required by the SEC staff; and
    * the number of individual revisions made in preparing the
      filings and amendments.

As a result, the printer fees are difficult to estimate in
advance.  PG&E, however, calculates that the printer's costs for
these services will not exceed $800,000 before the confirmation
of the Plan.  After confirmation, additional amendments may also
be expected. (Pacific Gas Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENN TREATY: S&P Affirms B- Counterparty, Fin'l Strength Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-'
counterparty credit and financial strength ratings on long-term
care insurer Penn Treaty Network America Insurance Co. (PTNA)
and its 'CCC-' counterparty credit rating on PTNA's parent, Penn
Treaty American Corp. (PTAC).

Standard & Poor's also said that the outlook on these companies
is stable.

On Nov. 18, 2002, PTAC announced that it had received tentative
commitments from a group of bondholders to subscribe to at least
$20 million of a proposed $45 million new convertible debt
offering. The proceeds of the offering will be used to comply
with Florida's statutory capital requirements, support sales
growth, provide the parent with liquidity, and retire $15
million of existing debt maturing in December 2003. "Although
this new debt offering, when completed, will improve the parent
company's liquidity position, PTNA's business profile and
earnings will continue to be the key rating factors," said
Standard & Poor's credit analyst Neal Freedman.

PTAC also recently announced that it had increased its policy
and claims reserves by $83 million following an actuarial study
that determined that future claims payments on policies issued
prior to Jan. 1, 2002, will likely exceed past assumptions, with
no impact on current product pricing. Standard & Poor's has
concerns that the announcement could potentially impair the
company's ability to reestablish its position in the long-term
care insurance market. In addition, the revised claims
assumptions could result in PTNA having to file rate increases
in various states as required by the terms of its February 2002
reinsurance agreement with Centre Solutions (Bermuda) Ltd.
(Centre), a subsidiary of Zurich Financial Services.

PTNA has filed for significant rate increases on about 70% of
its Dec. 31, 2001, and prior long-term care insurance business
and had received approval for about 95% of the rate increases as
of July 1, 2002. However, given the recent increase in future
expected claims payment, the company could be required--under
the terms of its February 2002 reinsurance agreement with
Centre--to file for additional rate increases. In the first nine
months of 2002, the company added $21.5 million to its GAAP
policy reserves on this business, reflecting greater-than-
anticipated persistency and a policy portfolio consisting of a
richer-than-anticipated mix of benefits provisions. The reserve
increases will be somewhat offset by additional future premium
revenue, as the filed rate increases take effect on a larger-
than-anticipated number of policies. However, such increases are
indicative of potential reserve and earnings volatility, given
the difficulties in forecasting policyholder behavior coupled
with the industry's limited claim experience data.


PETROLEUM GEO: S&P Ratchets Corporate Credit Rating to CCC
----------------------------------------------------------
Standard & Poor's Ratings Services downgraded its corporate
credit rating on oil services company Petroleum Geo-Services and
its affiliates to 'CCC' from 'B', and similarly downgraded the
company's rated obligations. The outlook is negative.

The ratings downgrade follows the company's announcement that it
would record noncash impairment charges of up to $1.2 billion in
third quarter of 2002, compared to a total net worth of about
$1.3 billion as of June 30, 2002.

Oslo, Norway-based Petroleum Geo-Services ASA (PGO) has about $3
billion in outstanding debt and debt-like obligations.

"Although Standard & Poor's had been expecting a charge upon
completion of a review of PGO's accounts by external auditors,
the magnitude of the charge is larger than expected, causes the
company to be in violation of financial covenants in its bank
credit agreements, and places PGO in the awkward position of
seeking waivers from its bank creditors," said Standard & Poor's
credit analyst Bruce Schwartz. "The ratings outlook is negative.
In the absence of asset sales or other strong actions to bolster
the company's liquidity, PGO's ratings are likely to be further
downgraded as debt maturities approach," Schwartz added.

While the charge will not directly reduce the company's cash
balances, fees paid to creditors to obtain waivers could reduce
them. The charge also may further challenge PGO to refinance
approximately $1.0 billion of maturing debt in 2003 and could
limit its flexibility with respect to tapping external financing
through the pledging of collateral.

A new management team with experience turning-around troubled
companies was installed in September 2002. In a sense, the
change could be viewed as a realistic appraisal of the poor
investment decisions of prior management. However, given
industry conditions and the challenges specific to PGO's
financial position, righting PGO will be very difficult.


PRESIDENTIAL LIFE: A.M. Best Drops Fin'l Strength Rating to B+
--------------------------------------------------------------
A.M. Best Co. has lowered the financial strength rating to B+
(Very Good) from B++ (Very Good) of Presidential Life Insurance
Company (Nyack, New York) (Nasdaq:PLFE).

In addition, the company's senior debt rating has been
downgraded to "bb-" from "bb+." The rating outlook remains
stable.

These rating actions follow A.M. Best's review of Presidential's
third quarter 2002 financial results which reflect a further
weakening in capitalization on both a statutory and GAAP basis,
significant investment losses and continued rapid growth in
fixed annuity premium production. A.M. Best also recognizes the
risk associated with Presidential's concentrated market profile,
consisting primarily of fixed annuity products and the
uncertainty regarding the future performance of the company's
investment portfolio. Furthermore, current market conditions may
hamper Presidential's ability to offer competitive crediting
rates without squeezing margins.

Both risk-adjusted and statutory capitalization at the life
company have been weakened by continuing losses from investments
and the strain of new business writings. The substantial
investment losses reported in the third quarter exceeded A.M.
Best's expectations. A.M. Best believes current market
conditions will make it difficult for Presidential to rebuild
its capital position in the near term, given its rapid business
growth rate and risk in the composition of its investment
portfolio.

The company's investment portfolio includes a large exposure to
asset-backed and structured securities, less than investment
grade bonds and illiquid investments in private placements and
limited partnerships. A.M. Best views this with concern, given
the company's declining trend in absolute and risk-adjusted
capital over the last several years. Presidential's position in
less than investment grade bonds increased to 193% of statutory
capital and surplus at the end of the third quarter.

Through the first nine months of 2002, Presidential reported a
33% decline in statutory capital and surplus, following a
smaller decline in 2001. The company is exploring avenues for
capital preservation and replenishment. A.M. Best views this as
a necessary step due to the significant capital losses recorded
in the last two years and the continued risk in the investment
portfolio.

The rating continues to recognize Presidential's favorable
historical persistency achieved in the deferred annuity
marketplace, good cost controls and operating profitability,
strong distribution relationships and improved geographic
concentration and customer service.

Presidential Life Corp.'s financial leverage -- defined as total
debt to equity -- is 39% at Sept. 30, 2002. This is considerably
higher than the 21% ratio at year-end 2000, which was considered
moderate given conditions of the capital markets at that time.
Presidential may face increased liquidity risk when factoring in
shareholder dividends and funding requirements for supporting
the necessary surplus levels and its long-term growth plans.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com.


PROTECTION ONE: Fitch Ratchets Senior Note Ratings to CCC+/CCC-
---------------------------------------------------------------
Fitch Ratings has downgraded Protection One, Inc.'s (POI) senior
unsecured notes to 'CCC+' from 'B' and the company's senior
subordinated notes to 'CCC-' from 'CCC+'. These notes were
issued by Protection One Alarm Monitoring, Inc., the company's
wholly owned subsidiary. The Rating Outlook remains Negative.

The rating actions reflect the company's declining credit
metrics, potential liquidity constraints, and weakened but
stabilizing operating performance. The Negative Rating Outlook
reflects uncertainties regarding POI's ability to refinance the
revolving credit facility, restrictions associated with the
Kansas Corporation Commission (KCC) Order, and the recent
Securities and Exchange Commission (SEC) inquiry.

POI's leverage, measured by total debt-to-EBITDA, has increased
to 5.7 times for the last twelve months (LTM) ending September
30, 2002, compared to 5.4x at the end of 2001, and has not met
Fitch's expectations. This is primarily attributable to a
decline in POI's customer base which has led to EBITDA declining
to $97 million for the LTM ending September 30, 2002 from $109
million for 2001. Although interest coverage has improved
slightly to 2.2x from 2.1x for the same period, this is
partially due to lower debt levels, $557 million as of September
30, 2002 from $585 million at year-end 2001. In addition, the
company has shifted its debt structure from longer term fixed
rate debt to shorter term floating rate borrowings under POI's
revolving credit facility, increasing short term refinancing
risks. Borrowings under POI's revolving credit facility have
increased to $214 million as of September 30, 2002 from $138
million at year-end 2001.

POI's primary source of liquidity is a $280 million senior
unsecured revolving credit facility with Westar Industries, Inc.
(WI), an approximate 87% equity owner of POI. The recently
renewed facility expires on January 5, 2004, and as of November
8, 2002, the company had $65 million available under the
facility. However, the recent Order by the KCC may limit the
resources available to WI to fund the facility. Due to the
weaker credit profile of the company, Fitch believes any
refinancing of the facility with a third party would have to be
on a secured basis. However, the indenture of POI's senior
unsecured notes restricts the ability of the company to offer
security for a new revolving credit facility. Fitch believes any
type of refinancing could also include the senior notes totaling
$191 million. However, the recent SEC inquiry could hamper POI's
ability to refinance debt.

On November 8, 2002, the KCC issued an Order which requires
Westar Energy, Inc. (WE), WI's parent company, to initiate a
corporate and financial restructuring, and imposed restrictions
on the business activities of WE and WI. WE's senior unsecured
debt is rated 'BB-' by Fitch and is on Rating Watch Evolving. As
the KCC's apparent goal is to move cash from WI to WE, funding
on the revolver is at risk, particularly as the KCC has ordered
WI to record a $1.95 billion payable due to WE. This payable
significantly exceeds the market value of WI's assets. The KCC
has also ordered WE to consider the sale of POI stock which
could impact POI's ability to benefit from the current tax
sharing agreement the company has with WE. In 2001 and 2000, POI
received aggregate tax sharing payments from WE of $19 million
and $49 million, respectively. In addition, POI could
potentially need to write-off a significant amount of its net
deferred tax asset which was $268 million as of September 30,
2002. On a pro forma basis, if the full amount of the deferred
tax asset was eliminated, POI's debt-to-capital as of September
30, 2002 would be approximately 99%. Another requirement of the
Order is that WE must charge interest to non-utility affiliates
at the incremental cost of their debt. It is unclear whether
this will raise the costs to borrow under the company's facility
with WI. Other provisions of the Order include a requirement
that WE seeks the approval of the KCC before WE makes any loan
to, investment in or transfer of cash to a non-utility affiliate
in an amount in excess of $100,000. WE has advised POI that WE
does not believe this impacts POI's current business agreements
with WE or POI's ability to borrow under the revolver.

On November 11, 2002, POI announced that it would restate its
first and second quarter 2002 financial statements to reflect
additional goodwill impairment and take an additional $106
million charge. POI hired Deloitte & Touche as its new auditor
in May 2002 to replace Arthur Andersen and the company said it
and its new auditor found an error in applying a new accounting
rule regarding goodwill while preparing for its 2002 audit. The
company, WE and Arthur Andersen have been advised by the SEC
that they will inquire into the restatement of the financials
described above.

Fitch anticipates that EBITDA and leverage will continue to be
pressured due to further reductions in POI's customer base,
although quarterly annualized customer attrition has improved to
10.2% for the most recent quarter ending September 30, 2002 from
18.1% in the fourth quarter of 2001, with North America
improving to 11.8% from 21.9% and Multifamily improving to 6.4%
from 7.7%. POI has been able to reduce attrition by
significantly changing its business model. The company no longer
uses a dealer network but now relies on an internal sales force
situated at the local level and local manager incentives are
partially based on attrition reduction. In addition, POI has
improved customer service by adding a local field retention
staff, eliminated 'zero down' sales, and increased the required
minimum credit profile of new customers in an effort to improve
the retention of new customers. Due to the progress in reducing
attrition and increased internal sales, POI has been able to
reduce the annualized decrease in net recurring monthly revenue
(RMR) to a negative 7.0% in the most recent quarter from a
negative 22.0% in the fourth quarter of 2001.


QWEST COMMS: S&P Places Junk Credit Ratings on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on diversified telecommunications provider Qwest
Communications International Inc. to 'CC' from 'B-' and its
rating on the senior unsecured debt issues at funding entity
Qwest Capital Funding Inc. to 'C' from 'CCC+'. Qwest Capital
Funding's public debt is guaranteed by Qwest Communications
International. The rating action affects about half of the total
$26 billion of debt outstanding as of September 30, 2002.

At the same time, Standard & Poor's placed these ratings on
CreditWatch with negative implications. In addition, Standard &
Poor's affirmed its existing 'B-' corporate credit and senior
unsecured debt ratings on telephone operating subsidiary Qwest
Corp. The outlook for the ratings on Qwest Corp. continues to be
developing.

These actions follow Denver, Colorado-based Qwest Communications
International's announcement that it has commenced a private
offer with bondholders at Qwest Capital Funding to exchange
their nearly $13 billion of debt for debt at Qwest
Communications International and intermediate holding company
Qwest Services Corp., at an overall discount of as much as
20% from face value.

"Despite the anticipated reduction in debt and lengthening of
some maturities, the amounts involved are not that material
relative to the company's total financial burden and overall
maturities through 2005. As such, the corporate credit rating
reassigned to Qwest Communications International after the
transaction closes in December 2002 is not likely to change from
the previous 'B-'," said Standard & Poor's credit analyst
Catherine Cosentino. "A high degree of risk continues to
surround Qwest Communications International due to the pending
Department of Justice criminal and SEC investigations, and the
fact that near-term liquidity still remains a source of concern
to Standard & Poor's, particularly if the $4.3 billion second
phase of the company's directories sales is delayed beyond
2003."

Standard & Poor's also expects to assign a 'CCC+' rating to the
new senior subordinated secured notes to be issued at Qwest
Services Corp.

While the new senior secured debt at Qwest Communications
International will have a first lien on the stock of Qwest
Services Corp., this new debt may be notched as much as two
levels below the corporate credit rating, to 'CCC', reflecting
its standing behind other debt having priority claims, including
the new debt at Qwest Services Corp. The degree of notching will
depend on several factors, including Standard & Poor's
assessment of the company's consolidated asset values.


QWEST COMMS: Fitch Comments on $12.9 Billion Sr. Debt Exchange
--------------------------------------------------------------
Qwest Communications International, Inc. (QCII) has launched a
private offer to exchange approximately $12.9 billion of senior
unsecured debt securities outstanding at Qwest Capital Funding,
Inc. (QCF) for new debt securities issued by Qwest Services
Corporation (QSC) and QCII. QSC is an intermediate holding
company wholly owned by QCII that holds equity interests in
Qwest Corporation, Qwest Dex Holdings, Inc. and Qwest
Communications Corporation. The launch of the exchange will have
no impact on Fitch's 'CCC+' senior unsecured debt rating of QCII
and QCF or Fitch's 'B' rating of Qwest Corporation's senior
unsecured debt. The Rating Outlook remains Negative.

Pursuant to the exchange offer, QSC will issue up to $4 billion
of senior subordinated secured notes (QSC Notes) carrying higher
coupon rates and different maturity dates than the original QCF
notes. The QSC notes will be secured by a junior lien on QSC's
assets that secure its bank debt, which consist primarily of the
capital stock of Qwest Corporation. Based on a target exchange
rate, the principal amount of any over-subscription to QSC notes
will be exchanged for new senior secured notes issued by QCII
(New QCII Notes). The New QCII notes will be secured with a
first priority lien on the capital stock of QSC.

Fitch expects the exchange offer will reduce the company's debt
level and extend near term maturities. However, Fitch expects
that the company's interest expense will likely be higher as a
result of the exchange, partially offsetting the positive impact
of extending the near term maturities. From Fitch's perspective
the company's ability to manage its maturity schedule and
liquidity is a key rating consideration given the company's lack
of capital market access to refinance maturities and limited
pool of assets available for sale in a timely manner. Fitch
acknowledges that the Dex sale coupled with the amended credit
facility provides the company with a level of near term
liquidity stability, however continued deterioration of the
company's core operations pressure the company's credit profile
and capacity to generate free cash flow and compromise the
company's ability to meet debt service requirements. Currently
the company has approximately $1.2 billion of bonds scheduled to
mature in 2003, $2.1 billion of bonds scheduled in 2004 and $950
million in 2005. The maturity schedule includes bonds subject to
the exchange offer and if successful would extend certain
maturities. In addition the company's bank facility, recently
paid down to $2 billion with the proceeds from the sale of the
first phase of Qwest Dex, requires $500 million amortization
during 2003 and up to $900 million in 2004 before maturing in
2005.

While bondholders will receive less than par value in the
exchange offer, Fitch considers the difference a market risk
loss. Fitch does not consider the company's proposed exchange
offer a 'Distressed Debt Exchange' pursuant to its internal
rating criteria. The exchange offer is private and viewed as a
voluntary exchange that contains financial incentives and
includes no minimum amount of bonds to be tendered to affect the
exchange or that the inability to complete this exchange will
result in a near term bankruptcy.


RESORT AT SUMMERLIN: Seeking $250,000 Additional DIP Financing
--------------------------------------------------------------
The Resort at Summerlin Limited Partnership and The Resort at
Summerlin, Inc., seek authority to borrow from Seven Circles
Casino, fka Swiss Casinos of America, Inc., and Wilmington Trust
Company an aggregate sum not to exceed $250,000.

The Debtors are involved with the litigation against J.S. Jones
Construction Company, pending before the U.S. District Court.
The Complaint alleges breach of contract, breach of covenant of
good faith and fair dealing, negligence, breach of fiduciary
duty, fraud and misrepresentation against Jones and affiliates.
The funds provided by the Litigation DIP Financing have not been
sufficient to fully fund the remaining litigation.

The proposed Additional Litigation DIP Financing is the only
financing available to the Debtors.  With only a contingent
return, this financing could not be obtained from traditional
lenders on the same terms and conditions.  The Debtors tell the
Court that they are not able to obtain credit on an unsecured
terms allowable under the Bankruptcy Code.

The preservation and maintenance of the Litigation is crucial in
order for the Debtors to maximize value to creditors.  The
Debtors believe that the Additional DIP Loan is the only means
the Debtors have to convert these valuable assets into a real
return for the estates, further contends that the terms and
conditions in this Loan is fair and reasonable.

The Resort at Summerlin Limited Partnership owns and operates
the Regent Las Vegas, a Mediterranean-style luxury hotel, casino
and spa complex. The Company filed for chapter 11 protection on
November 21, 2000. Eric J. Schreiner, Esq. and Eve H. Karasik,
Esq. represent the Debtors in their restructuring efforts.


SAFETY-KLEEN: Gets Nod to Renew National Union Insurance Program
----------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates, sought and
obtained the Court's approval to renew its insurance program
with National Union.

                         *   *   *

Safety-Kleen Corp., and its debtor-affiliates historically
procured insurance by virtue of being named as an additional
insured under the insurance policy of its 44% equity holder,
Laidlaw, Inc.  The various Laidlaw policies under which the
Debtors were named as additional insureds expired on August 31,
2000. Accordingly, the Debtors sought to replace, on a stand-
alone basis, the insurance previously provided under the Laidlaw
policies.  At the time the Debtors sought to replace the Laidlaw
insurance, National Union Fire Insurance Company of Pittsburgh,
PA, and other related companies affiliated with American
Insurance Group, Inc., were the only suitable companies that
offered a proposal for workers' compensation coverage,
general/product liability coverage, and automobile liability
coverage. After significant negotiation, AIG and the Debtors
agreed to the terms for an insurance program.

           The Insurance Program For 2000-2001

On September 27, 2000, the Debtors filed a motion seeking the
Bankruptcy Court's authorization to enter into the insurance
program with AIG, which would provide the Workers' Compensation
Program, the General Liability Program, and the Auto Liability
Program from September 1, 2000 until September 1, 2001.

Under the Insurance Program, AIG agreed to provide the Debtors
primary workers' compensation coverage for their employees.
Under the Workers' Compensation Program, the Debtors agreed to
pay a $500,000 deductible per claim and the policy limits would
vary by state according to state statute.  The total annual
premium for the Worker's Compensation Program was approximately
$1,700,000.

AIG had also agreed to provide general liability, including
products liability, coverage to the Debtors under the Insurance
Program.  The General Liability Program had a self-insured
retention component of $500,000 and a $500,000 deductible
thereafter.  The policy limits of the General Liability Program
varied according to the type of claim involved, but were in the
range of $500,000 to $2,000,000.  The annual premium for the
General Liability Program was approximately $200,000.

Finally, under the Auto Liability Program, AIG agreed to provide
primary automobile liability coverage for the automobiles used
by the Debtors.  Under the Auto Liability Program, the Debtors
paid a deductible of $500,000 for each claim.  The policy limit
of the Auto Liability Program was $2,000,000 per claim.  The
premium for the Auto Liability Program was approximately
$2,500,000.

By order dated November 9, 2000, Judge Walsh authorized the
Debtors to enter into the Insurance Program and granted the
Debtors authority to enter into renewals of the Insurance
Program without the need for a further Court order.

                    The Insurance Program For 2001-2002

Pursuant to the November 9 Order, the Debtors entered into a
first renewal of the Insurance Program for the period from
September 1, 2001 to September 1, 2002.  The first renewal of
the Insurance Program included coverage under the same terms as
the original Insurance Program with the exception of:

     (i) a change in premiums,

    (ii) an increase in the deductible for the Auto Liability
         Program from $500,000 to $1,000,000 for each claim, and

   (iii) an increase in the policy limit of the Auto Liability
         Program from $2,000,000 to $3,000,000 per claim.

Based on an analysis conducted by the Debtors' insurance
brokers' analysts, the Debtors determined that it was more cost-
effective to increase the policy limit and the deductible for
the Auto Liability Program than to pay the higher premiums
requested by AIG if the deductible and policy limits remained
the same as for the original Insurance Program.  The premiums
for the period from September 1, 2002 to September 1, 2003 are
adjusted to take into account the sale of the Debtors' Chemical
Services Division to Clean Harbors, Inc., which closed on
September 10, 2002.

                    The Insurance Program For 2002-2003

The Debtors signed a second renewal of the Insurance Program for
the period from September 1, 2002 to September 1, 2003 and are
seeking the Court's approval for the renewal.  The second
renewal of the Insurance Program would be governed by the same
terms as the previous policy period, with the exception that,
under the Workers' Compensation Program, the Debtors would be
responsible to pay a $1,000,000 deductible per claim, as opposed
to the $500,000 deductible previously agreed.

Section 363(c)(1) of the Bankruptcy Code provides that a debtor-
in-possession may enter into a transaction "in the ordinary
course of business, without notice or a hearing, and may use
property of the estate in the ordinary course of business
without notice or a hearing."

Additionally, Section 105(a) permits this Court to "issue any
order, process, or judgment that is necessary or appropriate to
carry out the provisions of [the Bankruptcy Code.]"  In Safety-
Kleen's case, the Debtors believe that the entry into the second
renewal of the Insurance Program is authorized by the Bankruptcy
Court's order dated November 9, 2000, which specifically
provided that "[t]he Debtors are authorized to enter into
further renewals of the Insurance Program without further order
of this Court and this Order shall govern such renewals."
Nevertheless, AIG has indicated that, unless a Bankruptcy Court
order is obtained approving the second renewal of the Insurance
Program, AIG may exercise their option to cancel the Insurance
Program or restate and re-price, with higher premiums, the
Insurance Program retroactive to September 1, 2002 with a
$500,000 deductible retention for the Worker's Compensation
Program.

The Debtors contend that ample authority exists to authorize
them to enter into the second renewal of the Insurance Program,
even if the renewal is found to be outside the ordinary course
of business and outside the scope of the November 9 Order.
Under the "business justification" test, Courts have applied
four factors in determining whether a sound business
justification exists:

     (i) whether a sound business reason exists for the
         proposed transaction;

    (ii) whether fair and reasonable consideration
         is provided;

   (iii) whether the transaction has been proposed and
         negotiated in good faith; and

    (iv) whether adequate and reasonable notice is provided.

The Debtors assert that the "sound business justification" test
is satisfied.  The necessity of insurance for the Debtors is
without question.  Indeed, without certain forms of insurance,
namely workers' compensation insurance and auto liability
insurance, the Debtors are not legally able to continue to
operate.

Given the Debtors' financial position, the initial procurement
of insurance from AIG was a difficult task.  Because the Debtors
had previously satisfied their insurance needs as an additional
insured on Laidlaw's policy, at the time they entered into the
initial Insurance Program, the Debtors were, in effect,
procuring insurance coverage as a separate entity for the first
time.

Furthermore, the Debtors believe that continuing insurance
coverage through AIG by entry into the second renewal of the
Insurance Program is in the Debtors' sound business judgment.
First, given the Debtors' financial position, the Insurance
Program is reasonably priced.  As previously presented to the
Court when seeking initial entry into the Insurance Program, the
Insurance Program is a standard program for an enterprise of the
Debtors' size.  Furthermore, the Court has already determined
that the Debtors' entry into the Insurance Program was in the
exercise of their sound business judgment.  The Debtors are now
seeking the Court's authority to enter into the second renewal
of the Insurance Program, pursuant to which, aside from the
annually adjusted premium rates, the deductible for the Workers'
Compensation Program is increased from $500,000 to $1,000,000
per occurrence.

The Debtors believe that from a cost-benefit analysis, there is
more than adequate business justification to enter into the
second renewal. The Debtors, in fact, determined that raising
the deductible from $500,000 to $1,000,000 would be more cost
efficient than paying the increased premiums to account for the
projected additional losses. Thus, while the Debtors had the
option to maintain a $500,000 deductible per claim under the
Workers' Compensation Program, the premium savings that resulted
from an increase in the deductible were greater. (Safety-Kleen
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SEDONA CORP: Seeks New Funding & Takes Steps to Limit Expenses
--------------------------------------------------------------
SEDONA(R) Corporation (Nasdaq: SDNA) - http://www.sedonacorp.com
- the leading provider of Internet-based Customer Relationship
Management (CRM) solutions for small and mid-sized financial
services companies, announced that a funding that would have
provided needed working capital was not completed last week as
had been anticipated, and it has taken steps to limit its
expenses while it seeks additional funding.

The Company has been successful in aligning itself with some of
the finest financial services companies in the market as their
provider of a comprehensive analytical CRM solution for their
customers and it has continued to demonstrate improvements in
revenues and reduced operating expenses. Nevertheless, the
Company has experienced lengthened timeframes for raising the
necessary working capital.

The Company is aggressively pursuing several alternatives and
anticipates this concern will be resolved. If such funding does
not become available on a timely basis, however, the Board will
explore additional alternatives to preserving value for our
creditors and stockholders which may include a sale of all or
part of the Company or a reorganization or liquidation of the
Company.

The Company has taken steps to ensure that the necessary
personnel to provide uninterrupted support to our customers and
partners and to enable its continued progress will be available.
To limit its expenses and in an effort to keep its team
together, the Company has asked the remaining employees to take
vacation leave or leave without pay until Monday, December 2,
2002.

SEDONA(R) Corporation (Nasdaq: SDNA) is a leading technology and
services provider that delivers Customer Relationship Management
(CRM) solutions specifically tailored for small and mid-sized
financial services businesses such as community banks, credit
unions, insurance companies, and brokerage firms. By using
SEDONA's CRM solutions, financial institutions effectively
identify, acquire, foster, and retain loyal, profitable
customers.


SPATIALIGHT: Holders Extend Maturity of $4M Debt Until March '04
----------------------------------------------------------------
Holders of almost $4 million of short-term convertible debt,
plus accrued interest, of SpatiaLight, Inc. (Nasdaq: HDTV), a
developer of state-of-the-art liquid crystal on silicon (LCoS)
microdisplay devices, recently extended the debt so that it will
mature on March 31, 2004. Prior to the extension, that
convertible debt was to mature on December 31, 2002. All of the
debt is convertible into common shares of the Company.

The extended convertible debt, in the amount of $3,988,000,
consists of $1,188,000 owing to Argyle Capital Management
Corporation (Argyle) and $2,800,000, plus accrued interest
thereon of $423,168, owing to a group of private investors.
Argyle is owned and controlled by its President, Robert A.
Olins, Chief Executive Officer, Secretary, Treasurer and a
Director of SpatiaLight. The group of private investors includes
The Steven F. Tripp Trust, a trust for the benefit of Steven F.
Tripp, a Director of SpatiaLight. The extension of the term of
the convertible debt is a strong indication of the investors'
confidence in SpatiaLight's potential, its transition from end-
stage product testing to production ramp-up and full-scale
manufacturing as well as in its progress towards concluding
negotiations for purchase orders from its prospective Chinese
customers.

                        About LCoS

Liquid crystal on silicon (LCoS) displays represents a cross
between liquid crystal displays (LCD), as used in laptop
computer monitors, and silicon microprocessors. LCoS is
positioned as the technology that will power the next generation
of rear projection and High Definition television sets. Stanford
Resources' Microdisplays 2002 Report forecasts that "the world
market for microdisplays as components will grow from $668
million in 2001 to $1.9 billion in 2007, for a compounded annual
growth rate of 19%, with more than 44 million units shipped in
2007."

                    About SpatiaLight, Inc.

SpatiaLight, Inc. is a developer of state-of-the-art liquid
crystal on silicon (LCoS) microdisplay devices for use in rear
projection monitors and High Definition televisions. The
Company's proprietary SpatiaLight imagEngine(TM) LCoS represents
a critical solution for OEMs of large-screen rear projection
monitors, home theater projection systems, video projectors and
other display applications. SpatiaLight is committed to
developing microdisplay technologies that will become the
standard for the next generation of rear projection display
devices and to providing OEMs with the most cost effective, high
resolution, microdisplay in the industry. For more information
about SpatiaLight, please see the Company Web site:
http://www.spatialight.com.

                         *   *   *

As previously reported on the August 16, 2002 edition of the
Troubled Company Reporter, the Company's operations are
constrained by an insufficient amount of working capital. As of
March 31, 2002 the Company has sustained recurring losses and
had a net capital deficiency of $1,334,674, and a net working
capital deficiency of $1,997,131. These conditions raise
substantial doubt about the ability of the Company to continue
as a going concern. During 2002 the Company plans to meet its
working capital and other cash requirements through the exercise
of warrants held by existing investors including a trust for the
benefit of one of the Company's directors (of which the director
is not a trustee). The Company's continued existence is
dependent upon its ability to successfully market and sell its
products and obtaining additional financing. However, there can
be no assurance that the Company's efforts will be successful.
The Company continues its efforts to locate sources of
additional financing, however, there can be no assurance that
additional financing will be available to the Company. For this
reason, there is uncertainty whether the Company can continue as
a going concern. Further, the Company's auditors included a
paragraph in their report on the audited financial statements
for the year ended December 31, 2001, indicating that
substantial doubt exists as to the Company's ability to continue
as a going concern.


STERLING CHEMICALS: Court Confirms Joint Reorganization Plan
------------------------------------------------------------
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXXQ)
(STXX), Sterling Chemicals, Inc. and certain of their direct and
indirect subsidiaries announced that their joint plan of
reorganization has been confirmed by the United States
Bankruptcy Court for the Southern District of Texas, with the
consent of their major constituencies and the approval of an
overwhelming majority of their voting creditors.  Following the
satisfaction or waiver of certain conditions, Sterling expects
that the plan will become effective on or before December 31,
2002, at which time Sterling will emerge from Chapter 11.

Sterling's President and Co-CEO, David G. Elkins, stated, "This
confirmation ruling by the bankruptcy court paves the way for us
to emerge from bankruptcy by year-end.  We are gratified that
the major constituencies were able to come together to support
our exit strategy.  We are also very appreciative of the loyalty
that has been exhibited by our customers, suppliers and
employees during the case."

Under the plan, Sterling Chemicals Holdings, Inc. will be merged
into Sterling Chemicals, Inc., with Sterling Chemicals, Inc.
surviving.  Stock interests in Sterling Chemicals Holdings, Inc.
will be cancelled.  The equity in the reorganized Sterling
Chemicals, Inc. will be owned in percentages provided in the
plan of reorganization by funds managed by Resurgence Asset
Management, L.L.C. ("Resurgence") and by unsecured creditors in
Sterling.  All claims against Sterling, including in excess of
$1 billion in secured and unsecured public note debt, will be
discharged by the plan, subject to the consideration provided in
the plan.

The investment transaction under the plan will provide Sterling
Chemicals, Inc. with equity funding of $60 million, $30 million
of which will be paid directly by Resurgence in exchange for
preferred stock interests and an additional $30 million of which
will be paid by unsecured creditors who elect to subscribe to a
rights offering for common stock interests or from Resurgence as
the underwriter of the rights offering.  The rights offering is
ongoing and will close on November 29, 2002.

The sale of Sterling's stable and profitable pulp chemicals
business is an integral component of the plan.  As previously
announced, Sterling has entered into a definitive agreement to
sell that business to Superior Propane Inc. for $375 million
(U.S.) in cash, subject to certain adjustments.  In conjunction
with confirming the plan, the Bankruptcy Court also approved the
sale. Subject to customary closing conditions, the sale is to be
consummated concurrently with Sterling's emergence from Chapter
11.  From the net proceeds of the sale, Sterling will retain $80
million to fund its obligations and ongoing operations.  The
balance of the net proceeds will be paid to Sterling's senior
secured noteholders, who will also receive secured notes equal
to the remaining amount of their secured claims.

Sterling also announced that it has received a financing
commitment from The CIT Group/Business Credit, Inc. for a
secured credit facility in the amount of $100,000,000.  In
confirming the plan, the Bankruptcy Court authorized Sterling to
move forward to document and execute a definitive credit
agreement with respect to such financing.  The financing
transaction is expected to close contemporaneously with
Sterling's emergence from Chapter 11.

Commenting on the plan of reorganization, Paul G. Vanderhoven,
Sterling's Chief Financial Officer, said, "The restructuring to
be accomplished under the plan significantly improves our
balance sheet.  With the equity funding to be provided by
Resurgence, as well as the proceeds to be received from the
Superior Propane transaction and the CIT financing, we will be
well positioned to operate our world class petrochemical
facility."

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


SYNERGY TECH: Seeking Nod on $2 Million DIP Credit Facility
-----------------------------------------------------------
Synergy Technologies Corporation and Carbon Resources Limited
seek authority from the U.S. Bankruptcy Court for the Southern
District of New York to enter into a post-petition financing
agreement with Sonoran Pacific Resources, Ltd.  The Company will
use the proceeds of this DIP financing facility to fund their
postpetition operations.

The Debtors disclose that, based on their projections, absent an
infusion of fresh working capital, the Company won't be able to
pay all of their obligations as they become due and the
development of the their technology will cease, thus reducing
the value of their estates, all to the detriment of creditors.
If work continues, the Debtors are confident that they can
continue to develop and commercialize their technologies,
resulting in the Debtors receiving royalty payments from
projected license agreements.

The principal elements of the Proposed DIP Facility are:

    -- a maximum sum of $2,000,000;

    -- the Debtors' obligations to Sonoran shall have priority
       over any and all administrative expenses specified in
       Bankruptcy Code Section 503(b) and 507(b) subject and
       subordinate to the fees required to be paid to the Office
       of the United States Trustee;

    -- maturity date shall be the earlier of:

         i) 1 year,

        ii) Debtors' confirmation of a plan of reorganization or

       iii) conversion of the cases to Chapter 7 or dismissal of
            the chapter 11 proceedings.

It is essential for their continued operations that the Debtors
have immediate cash available to meet their payroll obligations
and pay their operating expenses.  If the Debtors are unable to
borrow money to meet their working capital as set forth herein,
the Debtors' business will be adversely affected in that the
Debtors will not be able to meet their obligations in a timely
fashion threatening their ongoing viability.

Pending a Final Hearing and determination of this Motion, the
Debtors seek to borrow up to $125,000 to avoid immediate and
irreparable harm.

Synergy Technologies Corporation, a public corporation engaged
in the development and licensing of technologies related to the
oil and gas industry, filed for chapter 11 protection on
November 13, 2002. When the Company filed for protection from
its creditors, it listed $8,735,359 in total assets and
$3,158,794 in total debts.


SYSTEMONE TECH: September Balance Sheet Upside Down by $42-Mill.
----------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) reported
its third quarter and year to date 2002 operating results.

Revenues for the three months ended September 30, 2002 were
$4,452,000 compared to revenues of $4,047,000 in the
corresponding period of 2001, a 10% increase. The Company
generated an operating profit for the three months ended
September 30, 2002 of $822,000 compared with an operating profit
of $703,000 in the corresponding period of 2001. The Company's
net profit for the three months ended September 30, 2002 was
$97,000 or 2 cents per share, compared with a net loss of
$474,000 or 10 cents per share, in the corresponding period of
2001. The Company's net loss to common stock after preferred
dividends for the three months ended September 30, 2002 was
$440,000 or 9 cents per share, compared with a net loss of
$927,000 or 20 cents per share, in the corresponding period of
2001.

Revenues for the nine months ended September 30, 2002 were
$13,272,000 compared to revenues of $12,586,000 in the
corresponding period of 2001, a 5.5% increase. The Company
generated an operating profit for the nine months ended
September 30, 2002 of $2,911,000 compared with an operating
profit of $1,655,000 in the corresponding period of 2001. The
Company's net profit for the nine months ended September 30,
2002 was $586,000 or 12 cents per share, compared with a net
loss of $1,814,000 or 38 cents per share, in the corresponding
period of 2001. The Company's net loss to common stock after
preferred dividends for the nine months ended September 30, 2002
was $998,000 or 21 cents per share, compared with a net loss of
$3,145,000 or 66 cents per share, in the corresponding period of
2001.

Chief Executive Officer Paul I. Mansur stated, "We are pleased
to report that the company has achieved its seventh consecutive
quarter of operating profit with third quarter operating profit
increasing 17% over the same period last year. The improvement
in operating results reflects continuing advances in
manufacturing efficiencies and corporate streamlining. We are
also pleased to report that the company has certified its
quarterly report pursuant to 18 U.S.C. section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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

At September 30, 2002, SystemOne Technologies Inc.'s balance
sheet posts a working capital deficit of about $29 million and a
total shareholders equity deficit of about $42 million.


TECSTAR: Bank Group Agrees To Cash Collateral Use Until Nov. 30
---------------------------------------------------------------
Tecstar, Inc., and its debtor-affiliates, entered into a
stipulation with the Union Bank of California, N.A., further
extending their Cash Collateral use.  The Bank Group has agreed
and consented to the Debtors' use of Cash Collateral through
November 30, 2002.

The Debtors are required to provide adequate protection to the
Bank Group in respect of their use of the Cash Collateral . . .
and agree to do so by granting superpriority postpetition liens
on their assets.  The treatment requested by the Debtors for the
Bank Group will minimize disputes and litigation over collateral
values, priming, and use of cash collateral.

This Stipulation, the Debtors relate, will permit them to meet
payroll and other expenses, continue the orderly liquidation of
their assets and propose a Plan in these proceedings.  The
continued use of Cash Collateral is vital to avoid immediate and
irreparable harm to the Debtors' estates. The Debtors disclose
that their ability to continue in Chapter 11 and confirm a Plan
under the Bankruptcy Code largely depends on obtaining the
relief provided by this Stipulation.

As long as there is no Event of Default, the Debtors are
authorized to use the Bank Group's Cash Collateral in accordance
with this Weekly Budget:

                            15-Nov       22-Nov     29-Nov
                            ------       ------     ------
      Beginning Cash     $3,534,652  $3,550,556  $3,558,653
      Receipts              --           12,500      --
      Disbursements         59,097        4,403      25,418
      Ending Cash          $29,195      $37,292     $11,875

Tecstar, Inc., n/k/a Don Julian, Inc., manufactures high-
efficiency solar cells that are primarily used in the
construction of spacecraft and satellite. The Company filed for
chapter 11 protection on February 07, 2002. Tobey M. Daluz, Esq.
at Reed Smith LLP and Jeffrey M. Reisner, Esq., at Irell &
Manella LLP represent the Debtors in their restructuring
efforts. When the company filed for protection from its
creditors, it listed assets of over $10 million and debts of
over $50 million.


TELEX COMMS: Ceases to be Telex Group's Unit After Restructuring
----------------------------------------------------------------
As previously reported by Telex Communications, Inc., the
Company effected a debt restructuring as of November 21, 2001.
Pursuant to the Restructuring, the holders of the Company's 10-
1/2% Senior Subordinated Notes and 11% Senior Subordinated Notes
tendered their notes in exchange for new 13% Senior Subordinated
Discount Notes and equity securities of the Company representing
more than 99% of the Company's outstanding voting securities.
The equity securities included (i) shares of Series B Preferred
Stock, par value $0.01 per share, which were convertible into an
equal number of shares of the Company's common stock, par value
$0.01 per share (which conversion occurred as of April 16, 2002)
and (ii) warrants to acquire shares of the common stock. No
consideration other than the surrender of the 10-1/2% and 11%
Senior Subordinated Notes was received in connection with the
issuance of the equity securities.

Also as a result of the Restructuring, (i) the Company ceased to
be a wholly-owned subsidiary of Telex Communications Group, Inc.
and (ii) Group's ownership of equity securities of the Company
was reduced to less than 1% of the equity securities
outstanding.

Telex is a leader in the design, manufacture and marketing of
sophisticated audio, wireless and multimedia communications
equipment for commercial, professional and industrial customers.
Telex provides high value-added communications products designed
to meet the specific needs of customers in commercial,
professional and industrial markets, and, to a lesser extent, in
the retail consumer electronics market. Founded in 1936 as a
hearing aid manufacturing company, Telex is controlled by
Greenwich Street Capital, an affiliate of Citigroup.

As of December 31, 2001, the company has a total shareholders'
equity deficit of about $40 million.


UNITED AIRLINES: Reaches Tentative Labor Cost Pacts with IAM
------------------------------------------------------------
United Airlines (NYSE:UAL) reached tentative agreements with the
International Association of Machinists and Aerospace Workers
District 141 and 141M on labor cost savings as a part of the
company's overall financial recovery plan. The agreements have
been approved by District 141 and 141M representatives and are
consistent with the labor cost reductions called for in the
company's business plan submitted to the Air Transportation
Stabilization Board. The agreement is subject to approval by the
Labor Committee of the UAL board of directors, as well as the
board itself. In addition, it requires ratification by the IAM
membership.

"This agreement offers further compelling evidence of United's
ability to transform itself through collaboration among all work
groups," said Glenn Tilton, United's chairman, president and
chief executive officer. "The fact that all six union groups
have reached tentative agreements is evidence of a new attitude
and commitment which can translate into a competitive advantage
for United Airlines."

Tilton continued, "And I want to thank the members of the IAM's
and United's negotiating teams for all of their hard work. This
is the last of the tentative agreements with our work force and
underscores the significant progress we have made in recent
weeks toward cutting costs. The IAM, along with our other
unions, has stepped up to the challenge by cooperating in an
unprecedented way to set the framework for a stronger, more
competitive airline."

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 website at www.united.com.


UNITED AIRLINES: United Pilots Voice Hearty Approval on IAM Pact
----------------------------------------------------------------
The United Air Line Pilots Association issued the following
statement from Master Executive Council Chairman, Captain Paul
Whiteford:

"We applaud the IAM and United Airlines for their hard work and
dedication in arriving at an agreement. Each of United's labor
unions has now stepped forward to provide the employee
sacrifices necessary to stabilize the Company and to support a
federal loan guarantee. United's fate is now in the hands of the
Air Transportation Stabilization Board, and we call on the ATSB
to act promptly and fairly."


UNITED AIRLINES: S&P Withdraws Rating on 1997-1B PT Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its rating on
United Air Lines Inc.'s (CCC/Watch Dev/--) 1997-1 Class B
pass-through certificates at the request of the sole holder,
Kreditanstalt fuer Wiederaufbau (KfW), and United. "The
certificates, due December 2, 2002, will be refinanced or
extended as part of United's broader arrangement with KfW
covering a total of $500 million of debt that was to come due on
November 17 and December 2," said Standard & Poor's credit
analyst Philip Baggaley. The Class B certificates, which are
enhanced equipment trust certificates, would have a first-
priority claim against collateral underlying the 1997-1
transaction if United is able to repay the $375 million of Class
A certificates that also come due December 2.

United Air Lines, the world's second-largest airline, is the
principal operating subsidiary of UAL Corp. (CCC/Watch Dev/--).


US AIRWAYS: Gets Court Ok to Enter into Swap Financing Pacts
------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates sought and
obtained the Court's authority to enter into multiple Master
Agreements related to jet fuel hedging strategies.  The
Agreements will govern swap option transactions in commodities,
currencies, rates or other measures of risk.

As a function of the fuel requirements from operating its
aircraft fleet, US Airways entered into swap agreements to
manage risk by limiting its financial exposure to jet fuel price
increases.  The swap agreements that US Airways entered into
prepetition and in the ordinary course of business served to
lock-in the price for jet fuel over fixed periods of time.
Corporations managing large aircraft fleets commonly engage in
this business practice, according to Mr. Butler.

Under a Master Agreement -- an Agreement based on the model
agreement form provided by the International Swaps and
Derivatives Association, Inc., the Debtors typically are
required to provide to a counterparty an initial Cash Collateral
as defined in Section 363(a) of the Bankruptcy Code.  The amount
of Cash Collateral posted is generally a percentage of the total
notional value of all swap transactions executed under the
Master Agreement and any related supplements, attachments and
undertakings.  This percentage will vary by Master Agreement.

In order to enter into a Master Agreement, the Debtors are
required to grant to a counterparty, such as Morgan Stanley, a
first priority lien and security interest on any Cash
Collateral, and to grant the counterparty the right to apply the
Collateral to fulfill any obligations of the Debtors (e.g.,
rights of set-off or liquidation) that may arise under a Master
Agreement.

Morgan Stanley may agree to enter into a Master Agreement with
the Debtors, provided that the Court enters an order that grants
the Security Interests.  If the Court grants the Security
Interests, it will provide Morgan Stanley with a lien on the
Cash Collateral senior to the lien granted to the DIP Lenders
under the Debtors' postpetition credit agreement. (US Airways
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VENUS EXPLORATION: Selling Three Projects for $3.8 Million Cash
---------------------------------------------------------------
Venus Exploration Inc. (OTCBB:VENX.OB) announced that sales of
three projects are pending, which, if consummated, could result
in cash proceeds of approximately $3,800,000 less closing costs.

The three projects being sold include two field development
projects located in the Expanded Yegua Trend of the Upper Texas
Gulf Coast being sold for approximately $1,200,000 and
$2,200,000, and a gas development project in the Hansford Field
in the Texas Panhandle, which is being sold for approximately
$400,000.

The proceeds will be used by the Company to reduce debt and
decrease its working capital deficit. The Company expects to
retain an ownership interest in one of the Yegua projects and in
the Hansford Field Development Project.

On Oct. 8, 2002, three of the Company's trade creditors filed an
involuntary Chapter 11 Bankruptcy petition against the Company
and a hearing has been scheduled to consider the petition for
Jan. 21, 2003. The Company has filed a motion to dismiss and
answer in the case and is continuing to negotiate with the
creditors in an effort to reach an out of court settlement and
dismissal of the bankruptcy.

All of the proposed transactions are subject to certain closing
conditions, including the execution of definitive agreements,
and with respect to one of the Yegua project sales resolution of
allocation of a portion of the proceeds to certain of the
Company's creditors. Accordingly, there can be no assurance that
the Company will be able to consummate such transactions and,
even if such transactions are consummated, there is no assurance
that such transactions will be consummated on terms considered
favorable to the Company.

Commenting on the pending sales, Eugene L. Ames Jr., chairman
and chief executive officer of Venus, said, "The pending sales
of the three undeveloped natural gas field projects reflects the
renewed perception within the industry of stronger fundamentals
in the natural gas supply/demand balance and the resulting
increase in capital budgets for drilling.

"December 2002 gas is quoted today at approximately $4.25 per
MMBTU versus $2.31 per MMBTU for December 2001, an 84% increase.
We believe that continuing decline rates in U.S. natural gas
production and reduced capital expenditures for drilling by
industry over the last 18 months portend a new cycle of stronger
demand and higher prices for gas," Ames continued.

"This is the kind of economic environment needed in the natural
gas business to enable prospect generating teams, like Venus, to
move their prospect inventories from the shelf to the drilling
budgets of larger exploration and production companies as they
become hungry for new locations to drill.

"We are hopeful that new production can be developed on projects
we originate, thus increasing production, revenue and the value
of reserves for the interest we retain in the projects. We
believe that the projects where we are selling and retaining an
interest have a low risk to proved component, because the
initial wells to be drilled will be extending production from
nearby wells. However, there is also exposure to the upside
potential and even greater reserves from additional prospective
reservoirs, albeit at higher risk," said Ames.

The Company expects to complete other sales of interests in
projects from its portfolio of drilling projects during coming
months. Proceeds from those sales, to the extent they are
actually consummated, will continue to improve the Company's
working capital situation, and as the buyers proceed with
developing those prospects, the Company has the potential for
further increases in income and production attributable to
working interest or royalty interests that Venus expects to
retain in those projects.

San Antonio-based Venus Exploration Inc. is engaged in the
generation of development, exploitation and exploration
prospects by applying advanced geoscience technologies for the
purpose of discovery of new oil and natural gas reservoirs and
exploiting existing oil and gas fields in the United States.
Venus is focused in the Expanded Yegua Trend of the Upper Texas
and Louisiana Gulf Coast and the Cotton Valley Trend of East
Texas and Western Louisiana.


* RJ Rudden Forms Energy Workout Group to Address Fin'l Distress
----------------------------------------------------------------
R.J. Rudden Financial, LLC announced the formation of an "Energy
Workout Group" aimed at addressing the industry-specific
financial, economic, technical, legal and regulatory issues
created by the most recent credit crisis in the electric power
sector.

The company estimates that 39 energy companies will need to
refinance $71 billion of short-term debt, and of even greater
statistical significance is the fact that the list of impacted
companies does not include Enron.

"The industry has been paralyzed by a series of ratings
downgrades, coupled with a loss of confidence in the sector that
has driven stock prices to levels that are near and sometimes
well below book value. Since the collapse of Enron, the
downgrade to upgrade ratio for energy companies is 13:1 versus
3:1 for the three years prior. We think the failure of the asset
sale strategy will force a major restructuring for company
balance sheets with much of the burden falling on lenders,"
states Stephen A. Stolze, Managing Director at Rudden. "Current
debt structures in the industry are financially and legally
complicated. Where corporate-level debt supports both regulated
and non-regulated utility operations, the issues become vastly
more complex. In a work out, understanding the asset values that
support both project and corporate utility debt requires sharper
asset-specific revenue projections, a thorough comprehension of
regulatory practices and policies, and an intimate knowledge of
the unique market characteristics and forward price curves
associated with a rapidly changing and uncertain commercial
environment," Mr. Stolze continued. "Resolution of these issues
will demand a high level of financial expertise, industry-
specific economics expertise, technical expertise, and extensive
legal and regulatory expertise. The Group we have assembled is
unsurpassed in these regards."

"While the credit outlook is certainly not good for the
industry, the present environment also affords an opportunity
for creative, proactive solutions, and possibly even a chance to
re-shape the industry," said Mr. Richard J. Rudden, founder of
the Rudden family of companies, which includes both R.J. Rudden
Financial, LLC, and R.J. Rudden Associates, Inc. "Managements
that are prepared to work constructively and realistically with
creditors ... and vice versa ... can resolve what might
otherwise appear to be intractable challenges. Through the
Rudden Energy Workout Group, we couple our integrity, deep
industry expertise, and due diligence experience with our
partners' 25-year track record of successful financial work
outs. People who know our style also know that we work
diligently with all stakeholders to achieve mutual success."

The core members of the Energy Workout Group include:

--  Richard J. Rudden, a nationally recognized energy and
     utility expert with more than 25 years of experience
     providing financial, strategic, economic and regulatory
     consulting services to a variety of energy companies,
     investors, and financial institutions. Rich served as
     special utility consultant and expert bankruptcy court
     witness to the Equity Committee in the Public Service of New
     Hampshire bankruptcy proceeding.

--  Stephen A. Stolze, a seasoned business and strategic
     consultant with 25 years of experience in energy, technology
     and related industries. Steve has recently assisted several
     energy companies with asset acquisition due diligence
     related assignments and is experienced in identifying and
     resolving mission critical economic issues.

--  James E. Hass, joining the Group from HR&A, is an
     internationally respected expert in project finance and
     corporate workouts. Jim has worked closely with the IFC,
     EXIM, OPIC on infrastructure finance, often in troubled
     contexts.

--  Roger D. Feldman, Co-Chair of the Projects and Structured
     Finance Group of Bingham McCutchen, LLP, has more than 30
     years of industry experience in energy industry finance and
     restructuring, and was formerly Deputy Administrator of the
     Federal Energy Administration. Roger will provide legal
     advice to the group.

--  Kyle P. Rudden, is an investment analyst and President of
     R.J. Rudden Financial, LLC. Kyle was the former head of J.P.
     Morgan

Chase's Global Utilities Equity Research Group and previously
an energy industry fixed income securities and ratings analyst
at Fitch IBCA, Inc.

--  Howard S. Gorman, brings extensive financial structuring,
     analysis, and modeling expertise, as well as experience as
     Comptroller of a publicly traded independent energy producer
     initiating, structuring, negotiating and completing many
     types of debt and equity transactions in the energy sector,
     including corporate and project financings, mergers and
     acquisitions, and an Initial Public Offering.

Mr. Stolze recently authored a paper titled, "Financial Distress
in the Electric Power Markets ... It's About to Get Worse,"
published in Rudden Financial's Energy Capital Markets Report.
The paper examines the current crisis in detail, and takes the
position that the industry is facing a wider impact on companies
than might be obvious. Causes, market price trends, additional
cash needs and potential options for solutions are discussed.

The complete paper can be obtained by e-mailing your request to
dtabacco@rjrudden.com or it can be accessed from Rudden's web
site at www.rjrudden.com. From this home page click on
"Profiles" then click on "Papers," after filling out a brief
registration.

R.J. Rudden Financial, LLC, an affiliate of R.J. Rudden
Associates, Inc., has offices at 45 Rockefeller Plaza in New
York City. It has been established to provide independent,
energy industry analyses and financial research to energy
investors, the energy and utilities practices of investment and
commercial banks, and energy companies. Pending regulatory
approval, the services offered by R.J. Rudden Financial will
complement the services that R.J. Rudden Associates presently
offers in the areas of economic analysis, regulatory analysis,
asset valuation, energy price forecasting, technical due
diligence, and risk assessment.


* BOOK REVIEW: A Legal History of Money in the United States,
                 1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1587980983/internetbankrupt

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

  From the beginning, public and legal policy in the U.S.
centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.

                           *********

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 ***