TCR_Public/021125.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 25, 2002, Vol. 6, No. 233

                          Headlines

ACORN HOLDING: Board OKs Review of Strategic Alternatives
ACORN PRODUCTS: Shareholders Approve Recapitalization Plan
ADVANCED MICRO: S&P Ratchets Corporate Credit Rating Down to B-
AIRNET: Receives ISO Certification under 9001:2000 Standard
AKORN INC: Fails to Beat Form 10-Q Filing Deadline

ALLIANCE LAUNDRY: S&P Affirms Ratings on Canadian IPO Withdrawal
ANC RENTAL: Seeks Approval to Enter into Cananwill Finance Pact
ANC RENTAL: Foresees Revenue Decline for September Quarter
AQUILA: S&P Cuts Rating to BB over Slow Credit Quality Recovery
ATLAS COLD STORAGE: Working Capital Deficit Tops $9MM at Sept 30

AVON ENERGY: S&P Keeping Watch on Ratings After Aquila Downgrade
BUDGET GROUP: Unsecured Panel Retains CMS as Overseas Counsel
BUDGET GROUP: Completes Sale of All Assets to Cendant Corp.
C-3D DIGITAL: AMEX to Proceed with Delisting Determination
CANADIAN 88: Working Capital Deficit Reaches $9.7MM at Sept. 30

CASUALTY RECIPROCAL: S&P Slashes Ratings to CCCpi from BBpi
CHAPARRAL RESOURCES: Delays Filing of September Quarter Report
CHARMING SHOPPES: Q3 Results Swing-Down to $321,000 Net Loss
CNA: AM Best Affirms BB+ Preferred Trust & Preferred Ratings
COMDISCO INC: Requests for More Time to Consider SIP Relief

COMMONWEALTH BIOTECH.: Regains Nasdaq Market Cap Compliance
CORRECTIONS CORP: S&P Affirms B+ Corporate Credit Rating
CROWN CORK: S&P Affirms BB Rating over Completion of Constar IPO
DOCTORS COMMUNITY HEALTHCARE: Voluntary Chapter 11 Case Summary
DRS TECH: S&P Assigns B+/B Preliminary Rating to $250 Mil. Shelf

EMAGIN CORP: Sept. 30 Net Capital Deficit Widens to $11 Million
ENRON CORP: Employee Committee Hires McClain and Wynne Law Firms
ENRON CORP: Stone Emerges as Best Bidder in Gas Contract Auction
ENTERTAINMENT PUBLICATIONS: S&P Keeps Watch on B+ Credit Rating
EQUITY MUTUAL: S&P Junks Counterparty and Fin'l Strength Ratings

EXIDE TECH: Creditors Committee Wants to Conduct Rule 2004 Exam
FRISBY TECHNOLOGIES: Defaults on DAMAD and Bluwat Loan Pacts
GENUITY INC: Three-Day Standstill Agreement Expires Tonight
GLOBAL CROSSING: Asks Court to Okay Settlement with Centillion
GLOBAL MAINTECH: Defaults on Preferred Share Agreements

GLOBEL DIRECT: Fails to Beat Deadline for Filing Fin'l Results
GROUP TELECOM: TSX Suspends Trading of Class A & B Shares
HOLLINGER PARTICIPATION: S&P Lowers Sr. Sec. Note Rating to B-
HORIZON NATURAL: Turns to Alvarez for Restructuring Advice
ICG COMMS: Will Delay Filing of Financial Results on Form 10-Q

INTEGRATED HEALTH: Bringing-In Arent Fox as Special Counsel
INT'L AIRCRAFT: Fails to Make Payment on Senior Secured Loan
INTERPLAY ENTERTAINMENT: CFO Resignation Delays Form 10-Q Filing
J.P. MORGAN: S&P Assigns Low-B Ratings on 6 Ser. 2002-C2 Classes
KAISER ALUMINUM: Wants to Sell Calif. Assets to Summit for $65MM

KAISER ALUMINUM: Court Approves Settlement Agreement with AXA
KASPER ASL: Has Until January 14 to Solicit Acceptances of Plan
KMART CORP: Asks Court to OK Settlement Pact with Anderson News
LEGACY HOTELS: Completes $100 Million Debenture Offering with TD
LTV CORP: Wants to Pay Covington & Burling on Contingency Basis

METROMEDIA FIBER: PAIX Unit Enters Partnership with CRG West
MIRAVANT MEDICAL: Independent Auditors Air Going Concern Doubt
NAPSTER: Chapter 11 Trustee Hires Ashby & Geddes as Del. Counsel
NAPSTER INC: Taps Dovebid to Auction-Off Fixed Assets on Dec. 11
NATIONSRENT: Wants Court to Authorize GECC DIP Letter Agreement

NAVIGATION VENTURES: Declares Recapitalization Effective Nov. 20
NEOFORMA INC: Fails to Meet Nasdaq Continued Listing Guidelines
NEWCOR: Files Reorganization Plan & Disclosure Statement in Del.
NRG ENERGY: Confirms South Central Generating Debt Acceleration
NRG ENERGY: Involuntary Chapter 11 Case Summary

OAKWOOD HOMES: Drew Industries Resumes Shipment of Home Products
PACIFIC GAS: Judge Okays Retention of UBS as Capital Arranger
PEREGRINE SYSTEMS: Completes Remedy Sale to BMC for $355 Million
PSC INC: Files Prepackaged Chapter 11 Case in S.D.N.Y.
PSC INC: Ch. 11 Case Summary & 23 Largest Unsecured Creditors

ROCKPORT HEALTHCARE: Auditors Express Going Concern Doubt
SOCKET COMMS: Need to Raise New Funds in 2003 to Continue Ops.
SOLID RESOURCES: Plan of Arrangement Declared Effective
SOUTHERN UNION: Southern Star to Manage Unit's Central Pipeline
SPORTS AUTHORITY: Third Quarter Net Loss Stays Flat at $4.2 Mil.

STERLING CASUALTY: S&P Hatchets Financial Strength Rating to Bpi
STERLING CHEMICALS: Court Approves Sale of Pulp Chemicals Assets
SUN POWER CORP: Lack of Capital Forces Restructuring Program
SUREFIRE COMMERCE: Sept. 30 Working Capital Deficit Tops C$3MM
SWEETHEART CUP: Prepares Exchange Offer for 12% Sr. Sub. Debt

SYNQUEST INC: Commences Trading on OTCBB Effective November 21
TOKHEIM CORP: Files "Chapter 22" Cases in Wilmington, Del.
TOKHEIM CORP: Case Summary & 50 Largest Unsecured Creditors
US AIRWAYS: Assumes Credit Card Processing Agreements
UNIFORET INC: US Noteholders' Move for Leave to Appeal Dismissed

TYCO INT'L: Taps Timothy Flanigan as Special General Counsel
WORLDCOM: SBC Asks Regulators to Impose July Order against MCI
W.R. GRACE: Gets Ready for Sealed Air Lawsuit to Start Dec. 9
XCEL ENERGY: Closes Sale of $230 Mill. Convertible Senior Notes
ZENITH INDUSTRIAL: Wants Plan Exclusively Extended to Feb. 7

* BOND PRICING: For the week of November 25 - 29, 2002

                          *********

ACORN HOLDING: Board OKs Review of Strategic Alternatives
---------------------------------------------------------
Acorn Holding Corp., announced the results of operations, on an
operating basis, for the third quarter ended September 30, 2002.
The Company's principal subsidiary is Recticon Enterprises,
Inc., which manufactures monocrystalline silicon wafers, which
are used in the semiconductor industry.

For the three months ended September 30, 2002, the Company, on a
consolidated basis, reflected net sales of $887,903 with a net
loss of $1,704,592 (of which $1,267,137 resulted from the write
off of its deferred income tax asset), while for the three
months ended September 30, 2001, it reflected net sales of
$988,802 with net loss of $293,914.  For the nine months ended
September 30, 2002, the Company, on a consolidated basis,
reflected net sales of $3,127,331 with a net loss of $2,097,438
(of which $1,218,658 resulted from a write off of its deferred
income tax asset and $42,767 due to the impairment of its
remaining goodwill), while for the nine months ended September
30, 2001, it reflected net sales of $4,674,722 with a net loss
of $186,471.

Stephen A. Ollendorff, Chairman and Chief Executive Officer of
the Company, noted that "the decrease in sales and profitability
during the third quarter was due primarily to the continuing
decrease in demand for wafers in the semiconductor industry and
that the outlook for the next several months continues to remain
somewhat poor."

The Company announced that the Board of Directors had authorized
management to seek and review strategic alternatives, given the
size of the Company and the costs of remaining a public company.

The Company also announced that, unless its stock traded above
$1.13 a share for ten consecutive business days prior to
December 9, 2002, the Company would be delisted from NASDAQ
because it would not meet the minimum value of shares held in
the "public float" by non-affiliated persons.  In order to
preserve cash, the Company determined that it would not buy back
its stock in the open market to try to maintain the listing.  It
also undertook certain cash saving measurements, including the
temporary deferral of all cash compensation to the executive
officers and directors of the Company.

From time to time in both written reports and oral statements by
the Company's senior management, we may express our expectations
regarding future performance by the Company.  These "forward-
looking statements" are inherently uncertain, and investors must
recognize that events could turn out to be other than what
senior management expected.

The Company's stock is traded on the Nasdaq Small-Cap Market
under the symbol AVCC.


ACORN PRODUCTS: Shareholders Approve Recapitalization Plan
----------------------------------------------------------
Acorn Products, Inc., (Nasdaq:ACRN) said its stockholders
approved all proposals related to its recapitalization plan,
including a 1-for-10 reverse stock split at its Annual Meeting
of Stockholders held Wednesday last week.

                    Recapitalization Plan

On June 28, 2002, Acorn completed a transaction where entities
representing a majority of the Company's stockholders invested
over $18 million for the purpose of repaying outstanding
indebtedness. As part of the approximately $18 million
investment, investment funds managed by TCW Special Credits and
Oaktree Capital Management, LLC, purchased $10 million principal
amount of 12% Convertible Notes due June 15, 2005, and
approximately 823 shares of Series A Convertible Preferred Stock
with an initial aggregate liquidation preference equal to
$8,226,696 and which accrues dividends at a 12% annual rate. In
addition to this investment by the Principal Holders, the
Company also executed a five-year $45 million credit facility,
consisting of a $12.5 million term and a $32.5 million revolving
credit component.

Both the 12% Convertible Notes and the Series A Preferred Stock
automatically convert to shares of common stock of Acorn
Products, Inc. upon the closing of a rights offering, pursuant
to which holders of the Company's common stock shall receive
rights (at the rate of 10 rights per share) to purchase one
share of newly-issued common stock at $5.00 per share (on a
post-reverse split basis) for each right received. The rights
offering and the issuance of shares of common stock upon
conversion of the 12% Convertible Notes and the Series A
Preferred Stock were approved by stockholders at yesterday's
Annual Meeting. Subject to regulatory approval, the Company
expects the rights offering to close by the end of the fiscal
year and the Series A Preferred Stock and the 12% Convertible
Notes to convert into common stock at that time.

                 1-for-10 Reverse Stock Split

The 1-for-10 reverse split was approved by Acorn's Board of
Directors on June 25, 2002. Acorn's common stock will begin
trading on a reverse-split basis on November 21, 2002.

As a result of the reverse stock split, every 10 shares of Acorn
common stock will be combined into one share of Acorn common
stock. The reverse stock split affects all shares of common
stock of Acorn outstanding as of November 21, 2002. Acorn will
pay cash in lieu of fractional shares. The number of shares of
Acorn common stock currently outstanding is approximately
6,397,374 shares.

Shares of Acorn common stock will trade on the Nasdaq SmallCap
Market under the symbol ACRND for 20 trading days after the
reverse split goes into effect. After that period, trading will
resume under the current symbol ACRN.

American Stock Transfer and Trust Company has been retained to
manage the exchange of stock certificates.

Acorn Products, Inc., through its operating subsidiary
UnionTools, Inc., is a leading manufacturer and marketer of non-
powered lawn and garden tools in the United States. Acorn's
principal products include long handle tools (such as forks,
hoes, rakes and shovels), snow tools, posthole diggers,
wheelbarrows, striking tools and cutting tools. Acorn sells its
products under a variety of well-known brand names, including
Razor-Back(TM), Union(TM), Yard 'n Garden(TM), Perfect Cut(TM)
and, pursuant to a license agreement, Scotts(TM). In addition,
Acorn manufactures private label products for a variety of
retailers. Acorn's customers include mass merchants, home
centers, buying groups and farm and industrial suppliers.

                         *     *     *

                   Going Concern Uncertainty

Acorn Products' September 29, 2002 balance sheet shows that its
total current liabilities exceeded total current assets by about
$16 million.

In its Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2002, the Company reported:

"The Company's consolidated financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company is substantially
dependent upon borrowing under its credit facility.

"On June 28, 2002, the Company entered into a recapitalization
transaction, obtaining a new $10.0 million investment from its
majority stockholders representing funds and accounts managed by
TCW Special Credits and Oaktree Capital Management, LLC. The
Company also entered into a new $45.0 million credit facility,
agented by CapitalSource Finance, LLC, consisting of a $12.5
million term loan and a $32.5 million revolving credit
component. The term loan bears interest at prime plus 5.0% and
the revolving credit component bears interest at prime plus
3.0%. The Lender's facility terminates initially in December
2004 which is automatically extended to June 2007 upon
completion of an offering of common shares to minority
stockholders and conversion of certain convertible notes and
preferred stock described below. The majority of the proceeds
from this transaction went to pay off borrowings under the
Company's previous credit facility ($33.7 million was borrowed
as of June 27, 2002), that otherwise expired on June 30, 2002.
Relative to the extension and termination of its previous credit
facility, the Company paid $2.0 million of success fees during
the second quarter of fiscal 2002. At September 29, 2002, the
Company had $8.4 million available to borrow under its new
credit facility."


ADVANCED MICRO: S&P Ratchets Corporate Credit Rating Down to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Advanced Micro Devices Inc., to 'B-' from 'B'. Other
ratings were also lowered. At the same time, Standard & Poor's
assigned a 'CCC' rating to the company's $300 million proposed
convertible senior subordinated note issue, which is
structurally subordinated to the debt of its Germany-based
operations. The actions reflected expectations that market
conditions will remain challenging, pressuring the company's
ability to achieve its stated goals of significant profitability
in 2003.

The outlook is negative.

The Sunnyvale, California-based personal computer microprocessor
company had $1.85 billion of debt outstanding at Sept. 30, 2002,
pro forma for a proposed new $300 million five-year convertible
senior note issue.

The company has a distant second place, about an 18% share, in
the microprocessor market by units sold, principally in the
desktop segment.

Although market conditions are likely to remain depressed,
Standard & Poor's does not expect the microprocessor operation's
near-term financial performance to be burdened by an outdated
product mix. AMD's recent actions should contribute to
profitability, and the company hopes to restore EBITDA to
approximately break-even levels in the December quarter, with
material improvements thereafter.

"Although AMD is refreshing its product portfolio and cutting
costs, competitive pressures and weak market conditions are
expected to be very challenging," said Standard & Poor's credit
analyst Bruce Hyman. "If the company cannot significantly
improve its operating profitability and cash flows, or if
financial flexibility declines materially, ratings could be
lowered."


AIRNET: Receives ISO Certification under 9001:2000 Standard
-----------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in software defined base station products for wireless
communications, said it achieved ISO 9001:2000 certification
(Certificate No. CERT-04124-2002-AQ-HOU-RAB) through Det Norske
Veritas, Inc.  The issuance of this certificate confirms that
AirNet adheres to the internationally recognized quality
standard.

AirNet joins an elite group of Companies in North America who
have received certification under the ISO 9001:2000 standard.
Currently, approximately 10% of U.S. firms have achieved
certification of their quality management system to the new
revision of the ISO 9001 standard. ISO 9001:2000 is the globally
recognized standard for QMS aimed at consistently producing and
delivering the highest quality products and services necessary
to achieve complete customer satisfaction.

"Our quality objectives focus on our customers," said Glenn
Ehley, president and CEO of AirNet. "Doing so, as recognized by
the achievement of this milestone, will assist us in accessing
greater market opportunities and improving our recognition
throughout the telecommunications industry."

"AirNet has already seen the business benefits brought by

embracing this quality management principle," said Pat
Muirragui, V.P. of Quality for AirNet. "These benefits include
improved product and service quality and enhanced customer
satisfaction."

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow
service operators to cost effectively and simultaneously offer
high-speed data and voice services to mobile subscribers.
AirNet's patented broadband, software-defined AdaptaCell(R) base
station solution provides a high capacity base station with a
software upgrade path to high-speed data and the Super
Capacity(TM) base station. The Company's AirSite(R) Backhaul
Free(TM) base station carries wireless voice and data signals
back to the wireline network, eliminating the need for a
physical backhaul link, thus reducing operating costs. AirNet
has 70 patents issued or pending and has received the coveted
World Award for Best Technical Innovation from the GSM
Association, representing over 400 operators around the world.
More information about AirNet may be obtained by calling
321/984-1990, or by visiting the AirNet Web site at
http://www.airnetcom.com

                         *    *    *

          Liquidity and Going Concern Considerations

The Company reported in its Form 10-Q filed on November 14,
2002: "The [Company's] condensed financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business; and, as a consequence the financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or
the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going
concern. The Company has experienced net operating losses since
inception and as of September 30, 2002 had an accumulated
deficit of $220.8 million. It is probable that cash flow from
operations will be negative for the near term as the Company
continues to experience net losses from operations. At September
30, 2002, the Company's principal source of liquidity was $4.3
million of cash and cash equivalents. Such conditions raise
substantial doubt that the Company will be able to continue as a
going concern without receiving additional funding in the fourth
quarter of 2002. As of November 11, 2002 the Company's cash
balance was $5.2 million and the Company had a revenue backlog
of $4.5 million at that date. There is doubt regarding the
Company's ability to continue operating without additional
funding in the fourth quarter of 2002 because the current
backlog, without new orders, is not adequate to defer the
requirement for additional funding through 2002. The Company
continues to seek both additional customer orders and additional
funding to sustain existing operations and avoid a significant
reduction in size and/or bankruptcy.

"The Company's future results of operations involve a number of
risks and uncertainties. The worldwide market for
telecommunications products such as those sold by the Company
has seen dramatic reductions in demand as compared to the late
1990's and 2000. It is uncertain as to when or whether market
conditions will improve. The Company has been negatively
impacted by this reduction in global demand. Other factors that
could affect the Company's future operating results and cause
actual results to vary from expectations include, but are not
limited to, ability to raise capital, dependence on key
personnel, dependence on a limited number of customers (with one
customer accounting for 52% of the revenue for the first nine
months of 2002), ability to design new products, the erosion of
product prices, the ability to overcome deployment and
installation challenges in developing countries which may
include political and civil risks and risks relating to
environmental conditions, product obsolescence, ability to
generate consistent sales, ability to finance research and
development, government regulation, technological innovations
and acceptance, competition, reliance on certain vendors, and
credit risks. The Company's ultimate ability to continue as a
going concern for a reasonable period of time will depend on its
increasing its revenues and/or reducing its expenses and
securing enough additional funding to enable it to reach
profitability. The Company's historical sales results and its
current backlog do not give the Company sufficient visibility or
predictability to indicate when the required higher sales levels
might be achieved, if at all. The Company believes additional
funding will be required prior to reaching profitability and
several alternatives are possible, including private placement
financing. The Company continues to seek a new financial
advisor; however no assurances can be made that either a
transaction or additional equity or debt financing will be
arranged on terms acceptable to the Company, if at all.

"The Company will have to secure additional funding to maintain
cash levels necessary to sustain its operations through 2002
unless significant new customer orders with sufficient down
payments are secured. It is unlikely that the Company will
achieve profitable operations in the near term and therefore it
is likely that the Company's operations will consume cash in the
foreseeable future. The Company has limited cash resources and
therefore the Company must maintain neutral or minimally
negative cash flows in the near term to continue operating or it
must secure additional funding. There can be no assurances that
the Company will succeed in achieving its goals of securing
additional funding or adequate new orders to sustain the
operations into 2003. Its failure to do so in the near term will
have a material adverse effect on its business, prospects,
financial condition and operating results and the Company's
ability to continue as a going concern. As a consequence, the
Company may be forced to seek protection under the bankruptcy
laws. In that event, it is unclear whether the Company could
successfully reorganize its capital structure and operations, or
whether the Company could realize sufficient value for its
assets to satisfy fully its debts or its liquidation preference
obligations to its preferred stockholders. Accordingly, should
the Company file for bankruptcy, there is no assurance that
there would be any value received by the Company's common
stockholders."


AKORN INC: Fails to Beat Form 10-Q Filing Deadline
--------------------------------------------------
Akorn, Inc. was unable to complete the preparation of its Report
on Form 10-Q for the third quarter ended September 30, 2002 in
time to make the extended filing deadline of November 19, 2002.
The Company continues to work on the preparation of its 10-Q for
the third quarter of 2002, and expects to file the report with
the Securities and Exchange Commission as promptly as possible.

Akorn, Inc., manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products.

As reported in Troubled Company Reporter on September 26, 2002,
Akorn, Inc., entered into an Agreement with its senior lender,
The Northern Trust Company, under which the Bank had agreed to
forebear from taking action with respect to Akorn's current
default in the payment of principal and interest under its
existing Credit Agreement with the Bank and, subject to the
terms of the Agreement, would continue to forebear from
exercising its remedies under the Credit Agreement until
January 3, 2003. The Bank had notified the Company on
September 16, 2002 of the payment default, and of its decision
to pursue its legal remedies if an agreement on forbearance
could not be reached prior to September 23, 2002.


ALLIANCE LAUNDRY: S&P Affirms Ratings on Canadian IPO Withdrawal
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and senior secured debt ratings, as well as its 'CCC+'
subordinated debt rating on commercial laundry equipment
manufacturer Alliance Laundry Systems LLC.

The ratings were removed from CreditWatch, where they were
placed on October 2, 2002. The outlook is stable. Ripon,
Wisconsin-based Alliance Laundry had about $350 million of debt
(including its accounts receivable financing) outstanding at
September 30, 2002.

"The rating action follows the company's decision to withdraw
its plans for an initial public offering through a Canadian
Income Trust due to market conditions. Expected proceeds from
the planned transaction would have improved the company's
financial profile," said Standard & Poor's credit analyst Jean
Stout.

Standard & Poor's also said that Alliance Laundry's growth plans
and ongoing operating efficiencies should enable it to sustain
credit protection measures appropriate for the rating.

The ratings on Alliance Laundry reflect its high debt leverage
and thin credit protection measures, factors partially mitigated
by the company's solid market position in the mature commercial
laundry equipment market.

Alliance Laundry is a leading manufacturer of a full line of
stand-alone commercial laundry equipment sold predominately in
the U.S.


ANC RENTAL: Seeks Approval to Enter into Cananwill Finance Pact
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to authorize them to enter into another premium finance
agreement with Cananwill Inc. and to grant Cananwill a first
priority security interest in any unearned or returned premiums
and other amounts due to the Debtors that would result from the
cancellation of Cananwill's policies.

William J. Burnett, Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, tells the Court that the Financing
Agreement with Cananwill provides for excess auto and liability
insurance coverage for claims over $5,000,000 and up to
$200,000,000 from October 1, 2002 to September 30, 2003.  The
premium to be paid by the Debtors in connection with the
agreement is $4,463,209, which consists of a $1,558,565
downpayment, with the remaining $2,904,644 to be financed over
nine months at an annual percentage rate of 4.48%.  Thus, the
Debtors' monthly payments will be $328,793.

The finance agreement provides that in the event of a payment
default, the automatic stay provisions of Section 362 of the
Bankruptcy Code will be immediately lifted.  After providing the
Debtors with sufficient notice as required by applicable state
law, Cananwill will have the right to cancel the underlying
policies.  Cananwill would also be entitled to apply any
unearned or returned premiums due under the policies to any
amount owed by the Debtors to Cananwill without further Court
application.  When the unearned and returned premiums are
insufficient to pay the Debtors' total amount due to Cananwill
under the finance agreement, any remaining amount due to
Cananwill, including reasonable attorney's fees, will be given
an administrative expense claim against the Debtors.

Mr. Burnett reports that the Debtors have investigated the
possibility of obtaining the same type of financing from
alternative sources.  The Debtors, however, have determined that
the alternative financing arrangements would be on less
advantageous terms than the financing arrangement with
Cananwill.

The auto and excess liability insurance coverage is necessary in
order to fully insure the Debtors' assets and business
operations. (ANC Rental Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Foresees Revenue Decline for September Quarter
----------------------------------------------------------
On November 13, 2001, ANC Rental Corporation, and certain of its
U.S. subsidiaries, including Alamo Rent-A-Car, LLC, National Car
Rental Systems, Inc. and Spirit Rent-A-Car, Inc. d/b/a Alamo
Local (collectively, the "Debtors"), filed voluntary petitions
for relief under chapter 11 of title 11 of the United States
Code in the United States Bankruptcy Court for the District of
Delaware (Case No. 01 - 11200). The Debtors continue to manage
their properties and operate their businesses as "debtors-in-
possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the provisions of the Bankruptcy Code.

Since the Petition Date, the Company's remaining accounting and
financial staff, who are critical to the preparation of the
Company's financial statement on Form 10-Q to be filed with the
SEC, have been primarily engaged in dealing with bankruptcy
related matters and, together with the Company's advisors,
formulating a substantially modified business strategy to
promptly formulate and consummate a reorganization plan. The
development and implementation of the Company's Chapter 11
Reorganization include not only the onerous administration of
the Chapter 11 cases, but also, among other burdens, preparing
detailed financial budgets and projections, formulating and
preparing disclosure materials required by the Bankruptcy Court,
analyzing accounts payable and receivable, assembling data for
the valuation and schedule of the Company's assets and
liabilities and statement of financial affairs to be filed with
the Bankruptcy Court, seeking financing, and preparing the
monthly operating reports for the Bankruptcy Court and United
States Trustee. In light of the significant resources and time
dedicated by the Company's accounting and financial staff to
such Chapter 11 filing, the Company has been unable to complete
its quarterly report on Form 10-Q for the period ending
September 30, 2002.

The Company has not received the relief it requested from the
Securities and Exchange Commission concerning its periodic
reports. Accordingly, the Company says it is, in good faith,
proceeding diligently to complete its Form 10-Q for the period
ending September 30, 2002. The Company expects to file the Form
10-Q as soon as practicable. However, the Company cannot
presently predict when its accounting and financial staff will
complete the quarterly report and the quarterly financial
statements to be included in the quarterly report and, thus, the
Company cannot estimate when the Form 10-Q will be filed with
the Securities and Exchange Commission.

As the Company's quarterly report on Form 10-Q for the period
ending September 30, 2002 has not been finalized, but in light
of the events of September 11, 2001, the Company's filing for
relief under Chapter 11 and other factors, the Company expects
that its revenue for the quarter ended September 30, 2002 will
show a decline from the revenue for the equivalent quarter in
the prior fiscal year.


AQUILA: S&P Cuts Rating to BB over Slow Credit Quality Recovery
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on electricity and natural gas distributor Aquila Inc. to
'BB' from 'BBB-' to reflect the slower-than-expected recovery of
its credit quality as the company exits the merchant energy
business. Recent financial results revealed lower than
anticipated operating cash flows and higher debt leverage
numbers. The outlook remains negative.

Kansas City, Missouri-based Aquila Inc., has approximately $3.6
billion in debt outstanding.

"Despite significant progress in its plan to restore its
financial strength, Standard & Poor's believes that depressed
power prices and negative spark spreads will continue to be a
drag on Aquila's operating cash flows on the Network Utilities
side of the business," said Standard & Poor's credit analyst
Rajeev Sharma.

As the company transitions from a wholesale energy marketing and
trading company to a traditional utility, Aquila will face
continuing restructuring expenses curtailing cash flow
improvement. "Even though Aquila has taken steps to strengthen
its balance sheet on the Networks Utilities side of their
business, the numbers are weaker than we expected. Aquila's
financial plan has not provided the level of sustainable cash
flow necessary for investment-grade status," Sharma added.

Aquila will be in violation of an interest coverage requirement
contained in its $650 million credit facility and guarantees
related to three synthetic leases until at least Dec. 31, 2003.
The company has obtained waivers from the affected lenders from
the interest coverage requirement from Sept. 30, 2002 until
April 12, 2003. In exchange, Aquila paid down obligations of
$158.6 million to those lenders and has agreed that 50% of
any net cash proceed under $1 billion and 100% of any net cash
proceeds above $1 billion received prior to April 12, 2003, from
any further domestic asset sales would be used to pay off the
lenders.


ATLAS COLD STORAGE: Working Capital Deficit Tops $9MM at Sept 30
----------------------------------------------------------------
Atlas Cold Storage Income Trust released its financial
statements for the quarter ending September 30, 2002.

"This is an exciting time for Atlas. We continue to produce
results. Net earnings for the nine months ended September 30,
2002 are $16.7 million, up 129% from the previous year," said
Patrick A. Gouveia, President and Chief Executive Officer. "We
look forward to reaping the benefits from our $250 million
October acquisitions in the United States". Mr. Gouveia added,
"Atlas is poised to build on its presence as North America's
second largest temperature-controlled network. We have a sound
financial base with recent equity issues of $198 million and the
flexibility of our new $306 million credit facility. Atlas is
poised to grow its earnings and distributions."

                      Building the Network

"We continue to move forward on our goal to become a major North
American supply chain service provider and to build on our solid
financial base. During October we completed two key acquisitions
that have made Atlas the second largest operator in the United
States and the largest in Canada. Atlas now operates the second
largest temperature-controlled network in North America with 54
facilities comprising over 270 million cubic feet of which 210
million cubic feet is located in the United States.

"Since August of 2000 we have grown the enterprise value of
Atlas to over $925 million from less than $400 million. Our
market capitalization has also increased to approximately $700
million up from approximately $200 million. Since August of 2000
Atlas unitholders have received a total return of almost 100%.
Our unit price has risen from $7.30 to $11.55 while we continue
to deliver a stable distribution.

"We continue to avail ourselves of the equity markets to fund
our acquisition and growth plans. We have committed over $280
million in the past eighteen months to build a major North
American supply chain company. Each one of our five successive
equity issues over the past eighteen months has been at a higher
unit price than the previous issue. We have increased our equity
base to prudently capitalize Atlas and significantly reduce our
debt leverage. This action has allowed us to garner the support
of a strong banking group. In conjunction with the last
acquisition Atlas entered into a $306.5 million credit facility
with a consortium of seven banks. We have approximately $82
million available under this facility for continued growth.

                         Staying the Course

"We continue to review numerous acquisition opportunities. The
requirement for large-scale facilities and advanced management
information systems continues as our industry responds to the
realignment of distribution channels. We continue to stay the
course with our strategy to expand our network in major census
zones while diversifying our customer base and service offering.

           Completed the Canadian Chain: Canada's Largest

"We acquired two large-scale modern highly efficient facilities
(6.7 million cubic feet) for $31.25 million in Vancouver and
Calgary on July 31, 2001 to complete our Canadian network and
provide us with a leading presence in all major Canadian
markets. We were able to enter the Calgary market, a small but
important distribution market, without adding excess cubic feet
capacity to the local market. The acquisition of the Vancouver
facility provided Atlas with the newest and most modern
facilities in British Columbia. Atlas is the largest operator in
Canada with over 60 million cubic feet of temperature-controlled
space.

            Second Largest Network in the United States

"Our two recent acquisitions in October 2002 provided Atlas with
over 139 million cubic feet of space in the United States and
totaled more than $250 million. With these acquisitions we
acquired three substantial businesses; 16 temperature-controlled
warehousing operations (73.2 million cubic feet), the management
of four large-scale dedicated contract distribution centers
(66.2 million cubic feet), and market-leading freight management
programs in Chicago, Atlanta, and the Northeast in Pennsylvania.

"Through the Atlas network our customers can access regional and
national distribution channels quickly and efficiently through
our integrated supply chain service offering.

"Atlas significantly increased its core warehousing services and
has diversified into high volume distribution services in the
key Chicago and Atlanta hubs. As well, we acquired a solid
foothold into the U.S. Northeast with four large-scale
facilities in Pennsylvania. We have cemented our market
leadership position in the U.S. Midwest in an area where Atlas
already has a leading presence with the acquisition of
facilities in Minneapolis, and southern Minnesota (2). Atlas
also acquired public refrigerated warehousing facilities in
Denver, Colorado; St. Louis, Missouri; Mobile, Alabama; Douglas
and McDonough, Georgia; Tampa, Florida and Buffalo, New York.

                 Building on Core Competencies

Dedicated Contract Logistics

"Our dedicated logistics business is stratified between asset
and non- asset based. Atlas has traditionally developed, owned
and operated dedicated distribution centers for major processors
under long-term agreements. These agreements provided Atlas with
a return on its investment over the life of the asset matched to
the term of the agreement.

"As part of our acquisition on October 23, 2002 Atlas purchased
the management of four dedicated retail contract logistics
operations located in Atlanta, Georgia; Shelbyville, Indiana;
Phoenix, Arizona and Roanoke, Virginia. This is a substantial
move into the non-asset based logistics management sector. These
operations comprise over 66 million cubic feet and employ over
1,800 employees with an excellent team of experienced managers.
We will continue to leverage our position and expect that this
segment will provide Atlas with considerable growth
opportunities in the coming years. Dedicated contract logistics
allows Atlas to leverage its team members, asset base and
advanced information systems.

Producing Results

"We continue to grow our network and continue to show excellent
results. Revenue growth from our core warehousing service
operation continues to outpace network capacity growth. Revenue
for the third quarter increased 11% over the previous year while
our network capacity increased by less than 7%. As we added to
the network capacity, segment earnings grew 21% over the same
period. Net earnings for the three months ended September 30,
2002 were $6.3 million versus $3.4 million for 2001, an increase
of 85.3%. We look forward to reaping the benefits from our
recently opened expansions in Montreal, Calgary, Toronto and
Chicago that all opened during this past third quarter and our
most recent acquisitions.

"Revenue from our logistical services operations more than
doubled due to the March 2002 acquisition of a Canadian
refrigerated transportation services business. We anticipate
earnings to improve in the coming months as we rebuild and
streamline operations. Our U.S. freight management operations
continue to grow and improve. We expect significant growth in
the non-asset based freight management services in the United
States as a result of our recent acquisition.

"On a year-to-date basis net earnings continue to increase and
outpace revenue growth. After adjusting for the treatment of
goodwill, net earnings increased 68% to $16.7 million for the
nine month period ending September 30, 2002. Over the same
period basic earnings per unit was $0.38 per unit, versus $0.24
per unit over the prior year period ($0.35 after adjusting for
the accounting treatment change to the amortization of
goodwill). The net earnings increase is attributable to reduced
interest expense due to the repayment of debt through treasury
unit issues, our continuing warehousing operation improvements
and the acquisition of facilities in Western Canada in July
2001.

Distributable Cash

"In the third quarter of 2002 the Trust generated distributable
cash of $12.0 million, an increase of $3.4 million from the $8.6
million earned in 2001. On a per unit basis, distributable cash
generated in the third quarter was $0.24 per unit in 2002 and
$0.25 in 2001. Year-to-date the Trust has generated $0.64 per
unit for both 2002 and 2001. Due to the seasonality of the
frozen and chilled food industry, the earnings and profit
margins for the last quarter of the year are traditionally
higher than the first nine months of the year."

               Liquidity and Capital Resources

Growing the Atlas network requires significant amounts of
capital and the support of the Company's financial partners. In
conjunction with our recent acquisition we increased our credit
facility by $115 million to $306.5 million and also increased
the number of participating banks to seven from five. The
amended facility has a two-year term, and may be extended for a
further year. Atlas has approximately $82 million available
under this facility.

"Over 80% of our operations are now located in the United
States. We continue to follow a conservative foreign currency
hedging policy by matching anticipated U.S. dollar cash flow and
by borrowing predominantly in U.S. dollars. We have hedged
expected foreign currency U.S. dollar cash flows over the next
twenty-four months at an average rate of $1.5758."

Distributable Cash Paid

Due to the seasonality of the frozen and chilled food industry,
the earnings and profit margins for the last two quarters of the
year are traditionally higher than the first two. In declaring a
distribution payable of $0.23 per unit for the first quarter
2002 the Trust has elected to equalize the payment of
distributions for each of the first three quarters and to adjust
the distribution to the fourth quarter to reflect annual
earnings.

             Looking Forward and Pulling It Together

Atlas continues to review expansions and acquisition
opportunities throughout the United States in areas that will
complement the Company's network locations. There are a number
of opportunities that Atlas is currently reviewing.

"Our recent acquisitions are a significant milestone for the
Atlas Group. We have a strong and talented team, a diverse
service offering, an industry leading technology base and one of
the largest networks. We have the basis to achieve a much
stronger company and grow our presence in the United States and
beyond. As we have done before we have moved decisively to
quickly integrate these acquisitions into the Atlas network. We
have re-branded these facilities under the Atlas name. We are
consolidating all corporate functions into our head office in
Toronto and we are moving quickly to integrate our industry
leading information systems."

Atlas is well positioned to capture new opportunities with a
successful track record of integrating acquisitions, a sound
balance sheet, ready access to capital, a scale and scope of
operations and information systems unrivalled in the industry.

At September 30, 2002, the Company's balance sheet shows that
total current liabilities exceeded total current assets by close
to $9 million.


AVON ENERGY: S&P Keeping Watch on Ratings After Aquila Downgrade
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Avon
Energy Partners Holdings and its subsidiaries, Midlands
Electricity PLC and GPU Power Networks (UK) PLC, on CreditWatch
with developing implications.

The CreditWatch placement for the U.K. electricity distribution
group (collectively, AEPH) reflects the downgrade of majority
shareholder, U.S.-based Aquila Inc., to 'BB', and the
uncertainty over the group's new ownership structure in the
short term.

"Aquila intends to sell the U.K. operations. However, until an
actual sale has been finalized, the ratings on AEPH remain
subject to the financial policy of its current shareholders,"
said Standard & Poor's credit analyst Daniela Katsiamakis.
Standard & Poor's expect to resolve the CreditWatch after a
further review of Aquila's intentions regarding AEPH and the
expected sale of its 79.9% shareholding.

The recent downgrade of Aquila to below investment grade places
substantial pressure on the U.S. company to raise capital as
soon as possible and the sale of its share in AEPH is an obvious
means. Completion of the sale process is expected in the near
term, with a possible final date in early 2003. From Standard &
Poor's viewpoint, potential buyers of AEPH's distribution
operation range in credit quality, and the underlying credit
quality of AEPH will rely on the creditworthiness of the new
shareholders, as well as the business strategies and financial
policies that they may impose on the group.

The ratings on AEPH reflect the predictable nature of the
regulated distribution revenues within a steadily growing
market. These strengths are offset by the higher-than-expected
distribution price cuts imposed by the U.K. regulator across the
sector in April 2000 and by the weaker financial profile
following a change in its ownership in October 2001.
AEPH is jointly owned by Aquila (79.9%) and FirstEnergy
Corp., (20.1%).


BUDGET GROUP: Unsecured Panel Retains CMS as Overseas Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Budget Group Inc., and its debtor-affiliates, sought
and obtained the Court's authority to retain CMS Cameron McKenna
and its associated law firm CMS Hasche Sigle as special counsel
to foreign matters, nunc pro tunc to September 23, 2002.

William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, tells the Court that the Committee needs a foreign
counsel considering the Debtors' thriving operations in European
countries including England, France and Germany, which are
exempt from the Debtors' sale of substantially all of their
assets.  The Committee is actively working with the Debtors to
formulate and implement a strategy for the restructuring or sale
of the Debtors' European operations.

The Committee selected CMS Cameron due to its presence in
England and because it is a member of the CMS network,
consisting of law firms, which maintain offices in 16 countries
in Europe.  CMS Hasche Sigle has a presence in Germany.  The CMS
network has experience and expertise in the relevant insolvency
and law proceedings, including cross-border proceedings and
general corporate litigation.

The Committee will soon seek to retain other law firms within
the CMS network.

The Committee anticipates that CMS Cameron and CMS Hasche Sigle
will provide the required legal and litigation support
concerning European legal matters including, without limitation,
advising and representing the Committee with respect to:

   -- expertise with respect to English and other European
      country insolvency or bankruptcy-related issues;

   -- commercial, corporate, employment and property law advice
      with respect to the sale of the assets of the Debtors
      situated in the United Kingdom and other European
      countries; and

   -- expertise with respect to international franchise
      arrangements and related issues governed by English and
      European law.

According to Mr. Bowden, by retaining law firms within the CMS
network, the firms will correspond and communicate more
efficiently.  CMS Cameron intends to manage the overall
relationship of the Committee with the network of firms and make
every effort to avoid any duplication among the firms within the
network.

CMS Cameron will be compensated for its legal services in
accordance with its customary hourly rates.  CMS Cameron's
billing rates currently range from:

         Partners                            410 pounds
         Assistant Solicitors                180 to 305 pounds
         Trainee Solicitors                  110 pounds

CMS Hasche Sigle's billing rates currently range from:

         Partners                            300 pounds
         Assistant Solicitors                250 pounds

In addition to the hourly rates, CMS Cameron McKenna and other
firms within the CMS network customarily charges clients for
reasonable out-of-pocket expenses.

In the event that the Committee would formally seek to retain
additional law firms within the CMS Network, the Committee
proposes to file a notice with the Court accompanied by an
affidavit from a partner and requests that the retention be
approved within seven days in the absence of any objection.
Other than compensation rates, the retention of the additional
law firms would be on the same terms and conditions that would
apply to CMS Cameron and CMS Hasche Sigle.

The Committee had already sought CMS Cameron's advice on
litigation pending before the United Kingdom for which there was
an important hearing scheduled on October 17, 2002 and certain
franchising, contract and litigation issues as they pertain to
the Debtors' operations in Germany.

Peter Duncan Aldred, a solicitor at CMS Cameron, assures the
Court that neither the Firm nor any of its partners, assistants,
or trainees holds or represents any interests adverse to the
Committee.  However, CMS Cameron has represented or currently
represents Wells Fargo and JP Morgan Chase Bank in matters
unrelated to the Committee or in the Debtors' Chapter 11 cases.

Michael C. Frege, a solicitor at CMS Hasche Sigle, tells Judge
Walrath that CMS Hasche Sigle is also a "disinterested person".
However, Mr. Frege says, CMS Hasche Sigle has represented or
currently represents Budget Rent A Car, Sixt and JP Morgan Chase
in matters wholly unrelated to the Committee or the Debtors'
Chapter 11 cases. (Budget Group Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BUDGET GROUP: Completes Sale of All Assets to Cendant Corp.
-----------------------------------------------------------
Cendant Corporation (NYSE: CD) has completed the purchase of
substantially all of the assets of Budget Group, Inc. (OTCB:
BDGPA).

The purchase price was $110 million in cash plus the payment of
certain transaction related expenses and assumption of certain
contracts and trade payables.  The total transaction value is
between $500 and $600 million including cash integration costs,
plus non-recourse vehicle debt of approximately $2.5 billion.
The acquisition was approved by Judge Mary F. Walrath of the
U.S. Bankruptcy Court in Wilmington, DE on November 8.

Budget is the third-largest general use car and truck rental
company in the United States.  The acquisition includes Budget
operations and franchised locations in the Americas, Caribbean,
Australia and New Zealand and rights to franchise and operate in
Asia.  Cendant, through its Avis Rent A Car, already operates or
franchises Avis car rental locations in the same regions.  As a
result of the acquisition, Cendant is now the world's largest
general use car rental operator with over 6,000 car and truck
rental locations worldwide, including dealer locations.  The
transaction does not include Budget Group's Europe, Middle East
and Africa operations and franchises.

"Budget is a great strategic fit for Cendant.  Not only are
there operational efficiencies to be achieved with Avis, but
Budget is a complementary fit with our other leisure services
through Cendant's hotel, timeshare, and travel distribution
companies," said John Chidsey, chairman and CEO of Cendant's
Vehicle Services Division.  "With the uncertainty regarding
Budget's future now gone, we can leverage the resources and
synergies that exist within Cendant's other travel businesses to
strengthen and grow this great brand."

Avis and Budget will continue to operate as separate brands.

Cendant Corporation is primarily a provider of travel and
residential real estate services.  With approximately 80,000
employees, New York City-based Cendant provides these services
to business and consumers in over 100 countries.  More
information about Cendant, its companies, brands and current SEC
filings may be obtained by visiting the Company's Web site at
http://www.cendant.comor by calling 877-4-INFOCD (877-446-
3623).

DebtTraders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BD06USR1) are trading between 19 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for
real-time bond pricing.


C-3D DIGITAL: AMEX to Proceed with Delisting Determination
----------------------------------------------------------
On November 14, 2002, C-3D Digital, Inc., (AMEX:DDD) received a
written notice from the American Stock Exchange Staff indicating
that the Exchange had determined that the Company would not be
able to regain compliance with the Exchange's continued listing
standards by March 31, 2003, and that the Exchange intended to
proceed with the filing of an application with the Securities
and Exchange Commission to strike the Company's common stock
from listing and registration on the Exchange.

The Exchange cited the Company's financial concerns, such as
stockholders' equity being below $2,000,000 and sustaining
losses in two of past three years, stockholders' equity being
below $4,000,000 and sustaining losses in three of past four
years, stockholders' equity being less than $6,000,000 and
sustaining losses in past five years, and listing of additional
shares without due approval from the Exchange, and the Company's
failure to provide sufficient information to the Exchange, low
selling price of the Company's shares, as reasons for its
determination. The Exchange also restated the Company's
auditors' going concern regarding lack of an established source
of revenues sufficient to cover its operating costs, and
substantial doubt about the Company's ability to continue.

In accordance with Section 1203 and 1009(d) of the Amex Company
Guide, the Company has filed for a hearing with the Exchange to
appeal the Staff's determination. While the Company is planning
to put its best effort, including a merger with another public
or private entity, to regain compliance with the continued
listing standards, there can be no assurance that the Company's
request for continued listing will be granted.

                              *    *    *

C3D-Digital's June 30, 2002 balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of about $5 million.


CANADIAN 88: Working Capital Deficit Reaches $9.7MM at Sept. 30
---------------------------------------------------------------
Canadian 88 Energy Corp., announced its results for the three
months and nine months ended September 30, 2002. Results for the
third quarter were particularly impacted by reduced production
due to scheduled maintenance at our Olds plant. The Olds
property represents over 50 percent of total production and was
shut down for 16 days in September. Production for the three
month period averaged 9,527 boe/d, 19 percent below the third
quarter production rate of 11,831 boe/d in 2001. The shutdown,
combined with the sale of producing assets at Waterton in April
2001, reduced production for the nine months in 2002 to an
average 10,382 boe/d, 18 percent below the production rate of
12,640 boe/d for the same period in 2001.

Gas prices for the nine months ended were down 45 percent to
$3.46 in 2002 from $6.34 per mcf for the same period in 2001. On
a quarterly basis, gas prices have increased by five percent to
$3.37 per mcf from the same period in 2001.

During the third quarter, additional freehold mineral taxes of
$1.1 million, relating to prior periods, were booked.

Cash flow for the nine months totaled $14.5 million in 2002
compared with $63.5 million in 2001. Net loss for the nine
months totaled $6.9 million compared with a loss of $154.8
million in 2001 after the effect of the asset write-down taken
in the third quarter. The 2002 loss is primarily due to the site
restoration and restructuring costs recorded in the second
quarter of 2002. Cash flow for the quarter was $4.9 million
compared with $7.5 million for the same period in 2001. A net
loss of $2.4 million was incurred during the quarter.

The Company participated in drilling six wells during the
quarter. All wells were completed as successful gas wells.

"The Olds plant shutdown was a scheduled maintenance
turnaround," said Stephen Savidant, President and CEO, "and shut
in over half of our production. A major turnaround will not be
required at Olds for another two years. Given our current
production levels combined with our recent drilling success, the
Company continues on track to meet our 2002 production guidance
of 11,000 boe/d."

"With the acquisition of RMX Exploration Ltd. and the closing of
the $52.8 million equity financing in October, we have the
people, the assets and the financial capability to execute our
business strategy," Savidant continued. "Our drilling programs
are ahead of schedule with wells underway at Olds, Medallion and
Swalwell."

Canadian 88 has approved a capital budget for 2003 of $75
million and will use those funds to pursue its strategy of
growth through an active exploration and development program
focused on natural gas.

                Consolidated Financial Summary

Funds from operations for the three months ended September 30,
2002, totaled $4.9 million, down from $7.5 million in the third
quarter of 2001, but up from the $0.3 million realized in the
second quarter. The drop in cashflow is mainly due to the
reduced natural gas volumes resulting from the Olds plant
turnaround. For the nine months, cashflow totaled $14.5 million
in 2002 compared to $63.5 million in 2001. A combination of
lower gas volumes and lower gas prices account for the decrease.
Natural gas prices are down 45 percent year-to-date compared to
2001.

The Company reported a net loss of $2.4 million for the third
quarter and $6.9 million for the first nine months of 2002
compared to net losses of $174.1 million and $154.8 million
respectively for the same periods in 2001. The 2001 third
quarter results included a ceiling test writedown of $156.8
million after tax.

                  Liquidity and Capital Reserves

As at September 30, 2002, Canadian 88 has a syndicated credit
facility with three Canadian banks. The amount of this facility
is $95 million. The credit facility is fully revolving until
April 30, 2003 and may be extended at the mutual agreement of
the Company and its lenders for an additional year.

It is anticipated that the credit facility, together with cash
generated from operations, will be sufficient to meet Canadian
88's near term capital requirements.

Canadian 88's September 30, 2002 balance sheet shows that total
current liabilities eclipsed total current assets by around $9.7
million.


CASUALTY RECIPROCAL: S&P Slashes Ratings to CCCpi from BBpi
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Casualty Reciprocal
Exchange to 'CCCpi' from 'BBpi'.

Casualty Reciprocal Exchange participates in an interaffiliate
pool in which it has an 80% share and Equity Mutual Insurance
Co., has the remaining 20%. "The rating action reflects the
pool's significant decline in capitalization and surplus, poor
operating results, and adverse reserve development," explained
Standard & Poor's credit analyst Alan Koerber.

Headquartered in Kansas City, Missouri, the pool writes mainly
workers' compensation and auto liability insurance, with an
additional specialization in reinsurance. More than half of the
pool's business lies within its major states: California, New
Jersey, Texas, Florida, and Pennsylvania. The group distributes
its products through salaried marketing representatives working
through endorsed trade association and program agents targeting
selected industry segments (workers' compensation). The
companies are members of the Dodson Group, a mid-size insurance
group with surplus of $30.1 million at year-end 2001 and,
together, are licensed in 40 states and the District of
Columbia.


CHAPARRAL RESOURCES: Delays Filing of September Quarter Report
--------------------------------------------------------------
As of September 30, 2002, Chaparral Resources, Inc., owns an
interest in oil and gas properties in a foreign country through
a subsidiary, which has a 60% interest in a foreign entity that
owns the interest in the oil and gas properties. Chaparral has
been advised that delays have been encountered in obtaining
certain information that may affect the completion of the
financial information for such entities. Therefore, Chaparral is
unable to obtain all of the required financial information for
the nine months ended September 30, 2002, in order for its
Quarterly Report on Form 10-Q to be filed with the SEC within
the prescribed time period.

The Company will report net income between $2.1 million and $2.2
million for the three months ended September 30, 2002, compared
to a net loss of $5.77 million for the three months ended
September 30, 2001. The Company's net income for the current
period is primarily due to lower financing costs on its debt
obligations and improved operational results from the Karakuduk
Field. In May 2002, Chaparral increased its ownership stake in
its foreign joint venture from 50% to 60%, establishing a
majority controlling interest in the project. Therefore, the
financial statements have been consolidated with the foreign
joint venture's operations on a retroactive basis to January 1,
2002. The Company previously accounted for its 50% investment in
the foreign joint venture using the equity method of accounting,
which is reflected in its financial statements for periods prior
to 2002.

                        *   *   *

In its Form 10-Q filed on November 19, 2002, with the Securities
and Exchange Commission, the Company stated:

"The Company's financial statements have been presented on the
basis that it is a going concern, which contemplates the
realization of assets and satisfaction of liabilities in the
normal course of business. The Company has incurred recurring
operating losses in previous years, which raises substantial
doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of these
uncertainties.

"The Company has taken significant steps to alleviate these
issues through the restructuring of the Company, including the
infusion of a total of $45 million in debt and equity capital
into the Company and the refinancing of the Company's loan
agreement with Shell Capital Inc., in May 2002. As part of the
restructuring, Shell Capital Services Limited, as facility agent
to Shell Capital, discontinued and withdrew all legal
proceedings against Chaparral in the United Kingdom and against
CAP-G in the Isle of Guernsey. Additionally, KKM is currently
producing approximately 6,700 barrels of crude oil per day. The
Company expects the refinancing of the Shell Capital Loan,
along with anticipated future cash flows from operations, to
allow the Company to proceed with the full development of the
Karakuduk Field. No assurances can be provided, however, that
the Company's restructured indebtedness or cash flow from
operations will be sufficient to meet our working capital
requirements in the future, which may require the Company to
seek additional debt or equity financing in order to continue to
develop the Karakuduk Field.


CHARMING SHOPPES: Q3 Results Swing-Down to $321,000 Net Loss
------------------------------------------------------------
Charming Shoppes, Inc. (Nasdaq: CHRS), whose $130 million Senior
Unsecured Notes are currently rated by Standard & Poor's at
'BB-', reported earnings and sales for the third quarter ended
November 2, 2002.

For the three months ended November 2, 2002, net income was
$502,000.  Net income includes a pretax restructuring credit in
the amount of $1,351,000, related to a restructuring charge
recorded on January 28, 2002.  Excluding the restructuring
credit, net loss was $321,000 compared to net income of $160,000
for the corresponding period last year.

Sales for the quarter ended November 2, 2002 decreased 1% to
$542,332,000, compared to sales of $549,295,000 during the
corresponding period of the prior year. Sales for the three
months include sales from Lane Bryant from the August 16, 2001
date of acquisition.  Comparable store sales for the corporation
decreased 4% for the quarter ended November 2, 2002.

For the nine months ended November 2, 2002, net income was
$42,362,000, before the cumulative effect of an accounting
change.  Net income includes a pretax restructuring credit in
the amount of $1,351,000, related to a restructuring charge
recorded on January 28, 2002.  Excluding the restructuring
credit and the cumulative effect of an accounting change, net
income was $41,538,000, an increase of 78% compared to net
income of $23,388,000 for the corresponding period last year.

Sales for the nine months ended November 2, 2002 increased 35%
to $1,811,255,000 compared to sales of $1,346,756,000 during the
corresponding period of the prior year.  Sales for the nine
months include sales from Lane Bryant from the August 16, 2001
date of acquisition.  Comparable store sales for the corporation
decreased 1% for the nine months ended November 2, 2002.

Commenting on sales and earnings, Dorrit J. Bern, Chairman, CEO
and President of Charming Shoppes, Inc., said, "While we are
disappointed with our performance at Lane Bryant, our Fashion
Bug and Catherines businesses performed on plan, resulting in
3rd quarter earnings per share meeting our revised guidance for
a break-even quarter.  At Lane Bryant, we underperformed in a
number of merchandise categories, and our efforts are now
focused on moving forward and correcting our merchandise
offerings.  We remain committed to our long term strategy of
growing Lane Bryant, a leading brand in women's specialty plus-
size retail apparel."

The Company has re-projected earnings per share of $0.00 for the
fourth quarter Fiscal 2003, based on revised comparable store
sales projections for a negative low-to-mid single digit comp.
This projection is based on fourth quarter comparative store
sales for Lane Bryant in the negative mid-to-high single digit
range, and positive low single digits for Fashion Bug and
Catherines.

The Company has also re-projected earnings per share of $0.34
for the Fiscal Year 2003, excluding a restructuring credit and
the cumulative effect of an accounting change, as compared to
$0.19 per share for Fiscal Year 2002, excluding a pre-tax
restructuring charge of $37.7 million, which was recorded on
January 28, 2002.

Related to the adoption of FASB Statement 142, "Goodwill and
Other Intangible Assets", the Company had previously recorded a
cumulative effect of an accounting change in the amount of
$43,975,000, or $0.33 per diluted share, effective as of the
beginning of the current fiscal year.  Net loss after the
cumulative effect of an accounting change and the restructuring
credit was $1,613,000 or $0.01 income per diluted share for the
nine months ended November 2, 2002.

At the end of the quarter, Charming Shoppes, Inc., operated
2,340 stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINE'S PLUS SIZES(R),
MONSOON(R) and ACCESSORIZE(R). Monsoon and Accessorize are
registered trademarks of Monsoon Accessorize Ltd.  During the
nine months ended November 2, 2002, the Company opened 59,
converted 41, relocated 32, and closed 163 stores. The Company
ended the quarter with 1,159 Fashion Bug and Fashion Bug Plus
stores, 696 Lane Bryant stores, 475 Catherine's Plus Sizes
stores, and 10 Monsoon/Accessorize stores.  The Company ended
the quarter with approximately 16,568,000 square feet of leased
space. Please visit http://www.charmingshoppes.comfor
additional information about Charming Shoppes, Inc.


CNA: AM Best Affirms BB+ Preferred Trust & Preferred Ratings
------------------------------------------------------------
A.M. Best Co., has affirmed the financial strength ratings of
the wholly-owned insurance subsidiaries of CNA Financial
Corporation (Chicago, IL).

Additionally, A.M. Best has affirmed the "bbb" debt rating on
CNA Financial Corporation's existing debt securities, a rating
of AMB-2 to the commercial paper program and indicative ratings
to corporate securities under a $600 million shelf registration
filed in 1999. These indicative ratings include "bbb" on senior
unsecured debt, "bbb-" on subordinated debt, "bb+" on trust
preferred securities and "bb+" on preferred stock.

The ratings reflect CNA's solid capitalization, which has
compensated for weak operating results. The rating also
considers CNA's leading market position within the commercial
lines segment, brand name recognition, well-established agency
relationships, substantial service capabilities and focused
marketing approach. The rating also recognizes initial
indications of further improvement in underwriting and operating
performance, which is supported by the benefits that will
continue to be derived from several management initiatives. The
group also employs prudent risk management strategies and sound
external reinsurance that protects it from large losses.

Somewhat offsetting these positive rating factors has been the
group's unfavorable operating performance over recent years
driven by adverse loss reserve development, catastrophe losses,
intense competition and restructuring charges. These factors
have also lent to repressed liquidity and operating cash flow
measures.

The group dramatically increased reserves in 2001, significantly
reducing the possibility of adverse reserve development from
both core and asbestos and environmental loss reserves over the
medium term (three to five years), a problem that had plagued
the group's earnings for many years. A.M. Best believes CNA's
property/casualty operations are now better positioned to
produce earnings consistent with A (Excellent) standards. In
addition, the action will enable the group to more
conservatively reserve current accident years, focus on
fundamental underwriting principles and ongoing efforts to
improve profitability and benefit from price firming in core
commercial markets. Although the group has exhibited forward
momentum in performance in 2002, execution risk in the
corrective actions and the heightened uncertainty in the
insurance marketplace may not translate into consistent
profitability going forward. Accordingly, the group is
conservatively estimating current accident year loss ratios.
Nevertheless, given the financial support provided by its
ultimate parent, the group's solid capitalization, more
conservative balance sheet and tightened underwriting controls,
A.M. Best views the group's rating as stable.

CNA Financial Corporation benefits from the strength and
commitment of its majority owner, Loews Corporation, which
maintains significant financial resources to support long-term
growth strategies. This continued support is evidenced in the
recently announced $750 million preferred stock offering from
CNA Financial Corporation to Loews Corporation. CNA Financial
Corporation intends to use the proceeds of approximately $750
million primarily to repay debt coming due in 2003, with the
balance being applied to increase the statutory surplus of its
insurance subsidiaries. In addition CNA Financial Corporation
maintains moderate financial leverage.

The affirmation of the life and health group's ratings reflect
its established market presence in its core long-term care,
employee benefit and term-life segments, its diverse
distribution channels and its favorable capital position. The
ratings also reflect the consolidated strategic role the
companies play as part of CNA Financial Corporation.

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


COMDISCO INC: Requests for More Time to Consider SIP Relief
-----------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates, inform the Court that
they sent a notice to parties-in-interest regarding their intent
to further extend the deadline for Shared Investment Plan
Participants to consider the relief offered under the First
Amended Joint Plan of Reorganization until November 27, 2002.

         SIP Participants Respond To New Deadline

Gini S. Marziani, Esq., at Davis, Mannix & McGrath, in Chicago,
Illinois, relates that the Shared Investment Plan Participants
object to the Debtors' Extension Notice because the proposed
extension is insufficient and limits the availability of
material information on which to evaluate the SIP Relief being
offered. The SIP Participant's rights and obligations are also
limited.

Ms. Marziani notes that the decision whether to accept or reject
the SIP Relief under the terms of the Plan is extremely
complicated.  In particular, the timing and substance of the SIP
Relief forces the SIP Participants into a position of having to
agree to a binding resolution of their obligation prior to a
determination of liability or damages.  Thus, a SIP Participant
is currently unable to make an informed decision.

The Debtors propose to extend the time in which the SIP
Participants have to elect SIP Relief until November 27, 2002.
Ms. Marziani reports that the SIP Participants concur with the
need for extension and fully support the Debtors' Notice to that
extent.  However, the SIP Participants believe that the date to
elect the SIP Relief should be extended to a date 30 days after
service of a notice from the Debtors that they have resolved
their guaranty issues with Bank One and have obtained the SIP
Notes and the subrogation rights from Bank One.

The SIP Participants can only then make an informed decision
whether to accept the proposed SIP Relief.  The extension will
not preclude the SIP Participant from electing the SIP Relief at
an earlier date and the Debtors would not be prejudiced by the
extension since no funds are due from any SIP Participant until
the Debtors obtain the SIP Notes and the subrogation rights.

Thus, the SIP Participants ask the Court to extend the date to
elect the SIP Relief from October 31, 2002 to a date 30 days
after service of a notice that the Debtors have obtained the SIP
Notes and subrogation rights and are prepared to return the SIP
Notes to the SIP Participant for a sum. (Comdisco Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


COMMONWEALTH BIOTECH.: Regains Nasdaq Market Cap Compliance
-----------------------------------------------------------
Commonwealth Biotechnologies, Inc., (NASDAQ SmallCap
Market:CBTE) a life sciences contract research organization and
biotechnology company, has received notification that it has met
the conditions of compliance under Nasdaq's minimum market value
rule ((Marketplace Rule 4310(C)(7)).

On August 16, 2002 the company was notified of potential
delisting if this rule was not complied with by November 14,
2002.

"This is extremely good news for the company and underscores and
rewards investor confidence in CBI. While the return to
compliance is obviously attributable to increased share price
and a larger public float, we believe that increases in both of
those parameters are the result of an investor base that
recognizes the long term potential of CBI," said Richard J.
Freer, Ph.D., Chair and COO of the Company.

Founded in 1992, CBI is located at 601 Biotech Drive, Richmond,
VA 23235 (1-800-735-9224). The company occupied its 32,000
square foot facility in December, 1998. CBI has provided
comprehensive research and development services to more than
2,500 private, government, and academic customers in the global
biotechnology industry. For more information, visit CBI on the
Web at http://www.cbi-biotech.com

                           *    *    *

           Going Concern Uncertainty and Management Plan

In the Company's Form 10-Q filed on November 14, 2002, it
reported:

"The financial statements have been prepared assuming the
Company will continue as a going concern. The Company incurred
losses totaling $ 232,336 during the nine month period ended
September 30, 2002 and has a history of losses that have
resulted in an accumulated deficit of $8,470,522 at September
30, 2002. In addition, the Company has had negative cash flows
in three of the past five years. The years in which the Company
reached positive cash flows were years in which equity offerings
were completed. However during the nine-month period ended
September 30, 2002, the Company has experienced positive cash
flows from operations based on actions taken by management to
affect the continuation of revenue and the reduction of
expenditures.

"Management has taken a number of steps to improve cash flow and
liquidity.  Beginning in the summer of 2001, the Company reduced
personnel levels, curtailed research and development expenses,
reduced marketing expenditures, and deferred directors' fees and
a portion of officers' compensation.  The Company has also
reduced or delayed expenditures on items that are not critical
to operations.  The Company is in active negotiations with a
number of parties with respect to strategic transactions that,
if consummated, would favorably impact the Company's financial
condition (see note 4 below). There can be no assurances,
however, that any such transactions will be consummated.

"On August 30, 2002 the Company completed a private placement of
335,555 shares of common stock at a purchase price of $.90 per
share and warrants to purchase an additional 83,889 shares of
common stock. The purchase agreement requires the Company to use
its best efforts to prepare and file with the Securities and
Exchange Commission as soon as practicable a registration
statement under the Securities Act with respect to the resale of
these securities. Net proceeds to the Company from this private
placement amounted to $262,450 and are to be used to increase
the marketing efforts of the Company.

"There can be no assurance that any funds required during the
next twelve months or thereafter can be generated from
operations or that if such required funds are not internally
generated that funds will be available from external sources
such as debt or equity financing or other potential sources. The
lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially
curtail or cease operations and would, therefore, have a
material adverse effect on its business. Further, there can be
no assurance that any such required funds, will be available on
attractive terms or that they will not have a significantly
dilutive effect on the Company's existing shareholders.

"There is substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability or
classification of asset carrying amounts or the amounts and
classification of liabilities that may result should the Company
be unable to continue as a going concern."


CORRECTIONS CORP: S&P Affirms B+ Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on private corrections company Corrections Corp.,
of America and revised the outlook to positive from stable. The
outlook revision reflects faster than expected progress made by
management to improve CCA's operating performance.

Nashville, Tennessee-based CCA had about $1.1 billion of debt
(including preferred stock) outstanding at September 30, 2002.

"If CCA is able to continue to improve its financial performance
and achieve and maintain stronger credit protection measures,
specifically total debt (adjusted for preferred stock) to EBITDA
of about 4 times and EBITDA interest coverage in the range of
2.5x to 3.0x, the ratings could be raised during the outlook
period," said Standard & Poor's credit analyst Jean C. Stout.

The ratings on CCA reflect the company's narrow focus, political
risk, and leveraged financial profile. Somewhat mitigating these
factors is the company's leading position in the U.S. private
correctional facility management and construction business.

CCA specializes in owning, operating, and managing prisons and
other correctional facilities and providing inmate residential
and prisoner transportation services for government agencies.
While less than 6% of the U.S. prison population is housed in
privately managed facilities, current economic and demographic
trends provide favorable growth prospects for the domestic
inmate population.


CROWN CORK: S&P Affirms BB Rating over Completion of Constar IPO
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings,
including its 'B-' corporate credit rating, on Crown Cork & Seal
Co. Inc., and its units and removed all ratings from CreditWatch
following the completion of the IPO for its Constar
International division. The current outlook is negative.

"The rating actions follow the company's recent announcement
that it has completed the sale of 10.5 million shares of common
stock of Constar", said Standard & Poor's credit analyst Paul
Vastola. "Standard & Poor's considers the completion of the
transaction to be a significant step toward positioning the
company to refinance near-term debt maturities. Nevertheless,
concerns remain about the state of the capital markets and
the company's ability to access them to further reduce its
exposure with its banks". Philadelphia, Pa.-based Crown had
total debt of $4.6 billion at September 30, 2002.

Standard & Poor's said that its ratings on Crown Cork & Seal
reflect the company's aggressive financial profile and near-term
refinancing risk, which overshadow its average business risk
profile. In the 12 months ended Sept. 30, 2002, Crown has
reduced its debt by more than $1.0 billion to $4.6 billion,
using proceeds from asset sales, debt for equity exchanges, and
its free cash flow. Nevertheless, Crown still faces an onerous
debt maturity profile. Standard & Poor's said that the ratings
on the company will be lowered during the next several months
unless it takes tangible steps to address these near-term debt
maturities.


DOCTORS COMMUNITY HEALTHCARE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Lead Debtor: Doctors Community Healthcare Corporation
             aka Doctors Corporation of America
             6720 North Scottsdale Rd. Ste
             390 Scottsdale, Arizona 85253

Bankruptcy Case No.: 02-2249

Debtor affiliates filing separate chapter 11 petitions:

Entity                                                 Case No.
------                                                 --------
PACIN Healthcare-Hadley Memorial Hospital Corporation  02-02248
Southeast Community Hospital Community I               02-02250
Michael Reese Medical Center Corporation               02-02251
Pine Grove Hospital Corporation                        02-02252
Pacifica of the Valley Corporation                     02-02253

Type of Business: Private, investor-owned healthcare management
                  company with hospitals across the United
                  States.

Chapter 11 Petition Date: November 20, 2002

Court: District of Columbia

Judge: S. Martin Teel, Jr.


DRS TECH: S&P Assigns B+/B Preliminary Rating to $250 Mil. Shelf
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary 'B+'
rating to senior unsecured debt securities and its 'B' rating to
subordinated debt securities filed under DRS Technologies Inc.'s
$250 million SEC Rule 415-shelf registration. At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit rating on
the defense electronics company.

"Ratings on DRS reflect niche positions in the defense industry,
offset by the risks inherent in an active acquisition program,"
said Standard & Poor's credit analyst Christopher DeNicolo.

Parsippany, New Jersey-based DRS is a supplier of defense
electronics products and systems, providing naval combat display
workstations, thermal imaging devices, electronic sensor
systems, mission recorders, and deployable flight incident
recorders. The company faces the characteristic industry
risks of program delays, potential for cost overruns, and
competition from much larger defense contractors. DRS is
narrowly focused, but serves as a sole-source contractor on a
number of well-supported military programs, with incumbency
spanning many years. Backlog was a healthy $652 million at
September 30, 2002. Expanding the program base is challenging,
and acquisitions are an important element of management's growth
strategy. In September 2001, DRS acquired the systems and
sensors business of Boeing Co., for $67 million, financed by
debt, and in July 2002 acquired the assets and assumed certain
liabilities of the Navy Controls Division of Eaton Corp. for $92
million using cash on hand. Recently, DRS announced the
acquisition of Paravant Inc., for $92 million plus $13 million
in assumed debt.


EMAGIN CORP: Sept. 30 Net Capital Deficit Widens to $11 Million
---------------------------------------------------------------
eMagin Corporation (AMEX:EMA), the leading developer of active
matrix organic light emitting diode microdisplay technology,
reported revenue for the fiscal third quarter ended
September 30, 2002, of approximately $0.49 million, compared to
$1.18 million in the third quarter of 2001.

The decrease of $0.69 million reflects the change of the
company's focus on product sales rather than performing
Government R&D technology development contracts and a lack of
sufficient working capital during most of 2002. Sales of OLED
microdisplays and evaluation kits increased from $0.28 million
in the third quarter of 2001 to $0.47 million in the third
quarter of 2002. The third quarter revenue represents an
increase of 58% over the prior second quarter of 2002, which was
$0.31 million.

The company also reported a net loss of $4.05 million or $0.13
per share for the recent quarter versus a loss of $42.38 million
or $1.69 per share for the same period of the prior year. The
net loss resulted from research and development expenditures,
administrative expenses and amortization of purchased
intangibles, which were partially offset by product sales and
contract R&D funding.

eMagin Corp's September 30, 2002 balance sheet shows a working
capital deficit of about $8 million, and a total shareholders'
equity deficit of about $11 million.

"Both display product sales and the backlog of display orders
increased during the third quarter of 2002," said Gary Jones,
president and chief executive officer. "Cash shortages resulting
from delayed financing prevented the company from ordering
sufficient supplies to produce the volume of products as planned
and cover receivables. Nevertheless, significant production
efficiency and operating cost improvements were made during the
past quarter. As a result, we expect to be able to move toward
full production with lower fixed costs than had been anticipated
a year ago, once the cost improvements are fully instituted.
Also, we have developed several improvements in OLED-on-silicon
durability and performance which have been well received by our
OEM customers."

Mr. Jones continued, "A restructuring of our debt, payables, and
leases has been in process with encouraging results to date and
will hopefully be completed in the near future. Such a debt
reduction would be contingent on the company resolving its cash
shortage issue in a timely manner. There is no guarantee that
this effort will ultimately be successful. Cooperation with our
creditors to restructure our debt and future expenses while
still permitting a high rate of future growth, and the near-term
resolution of the continuing cash shortage, remain critical to
the company."

"We have continued to see strong demand for our near-eye
microdisplays from customers. These customers are developing or
selling products for gaming, medical use, industrial use, DVD
viewing, commercial applications and products for military use.
We have received additional production orders and entered into
additional letters of intent. Our current backlog of orders is
in excess of $10 million and we have entered into letters of
intent to supply $20 million of products over the next two
years. In addition, we have already been designated as a
supplier for several military programs over the next 7 to 10
years. We are also pleased that there has been an increase in
the total number of active customers, now numbering over 80. We
believe that our customers continue to see significant
advantages in the continued and expanded use of our products due
to the lower power consumption, greater temperature range,
speed, greater color range and depth, and lower costs associated
with our OLED-based microdisplays, relative to other available
technologies. Once the current cash crunch is resolved, we
believe that we will be able to significantly increase the level
of sales to both existing and new customers. In addition, we
will be in a position to accept additional orders to further
increase our backlog."

"We are also pleased about our selection of Grant Thorton LLC to
replace Arthur Anderson as eMagin's accounting firm. A review
was not yet completed during this quarter due to accounting
staff changes at eMagin and other transitional issues related to
a change of accounting firms. However, a review has begun and
should be reported on in the near future."

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, OLED microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. eMagin provides near-eye
microdisplays which can be incorporated in products such as
viewfinders, digital cameras, video cameras and personal viewers
for cell phones as well as headset-application platforms which
include mobile devices such as notebook and sub-notebook
computers, wearable computers, portable DVD systems, games and
other entertainment. eMagin's corporate headquarters and
microdisplay operations are co-located with IBM on its Hudson
Valley campus in East Fishkill, N.Y. Wearable and mobile
computer headset/viewer system design and full-custom
microdisplay system facilities are located at its wholly owned
subsidiary, Virtual Vision, Inc., in Redmond, WA. URL:
http://www.emagin.com


ENRON CORP: Employee Committee Hires McClain and Wynne Law Firms
----------------------------------------------------------------
The Bankruptcy Court in New York approved a request by the Enron
Employment-Related Issues Committee to hire the law firms of
McClain & Leppert, P.C., and Wynne & Maney, LLP, as special
litigation counsel.  The Employee Committee retained the firms
to investigate and recover the millions of dollars of bonuses
paid to select Enron employees immediately prior to the
company's bankruptcy filing.  On the eve of bankruptcy, Enron
paid millions of dollars to hundreds of executives, some of
which exceeded $1 million per executive.  These payments shocked
the conscience of the country because of their size and their
timing.  Under the Severance Agreement approved by the
bankruptcy court in August, the money recovered by the Employee
Committee will be paid to qualifying former employees who lost
their jobs when Enron went bankrupt.

"Hiring legal counsel brings us another step closer to the day
the Employee Committee fulfills its court-approved mandate to
recover sizable, improper bonuses that were given to favored
Enron employees in the final days before bankruptcy," said
Richard D. Rathvon, Co-Chair of the Employee Committee.
"Together, these firms have the experience and knowledge
necessary to aggressively investigate, pursue and recover money
handed out to select, privileged employees."

"The Employee Committee is now officially investigating improper
and preferential payments made to insiders at the 11th hour,"
said David McClain, of McClain & Leppert.

The firm of McClain & Leppert focuses its practice on complex
commercial bankruptcy, complex litigation, and business
representation.  The firm's shareholders, David P. McClain and
Michael Leppert, have over 25 years combined experience in
bankruptcy and complex litigation.  Partners David McClain and
Michael Leppert will both work with the Committee to recover the
improper payments.

Wynne & Maney has expertise and knowledge in commercial
litigation, including preference and fraudulent transfer
actions.  The attorneys of Wynne & Maney have extensive
experience in prosecuting and defending a wide range of
litigation matters in federal and bankruptcy courts.

The Employee Committee is an official committee appointed by the
United States Trustee charged with representing the collective
interests of all current, former and retired Enron employees in
Enron's bankruptcy case.  The Employee Committee serves as a
strong advocate for the interests of former and current Enron
employees during the bankruptcy process.  Members of the
committee were selected by the trustee and the make-up of the
committee was designed to reflect the broad diversity of Enron's
current and former workforce.  The Committee is working to
provide employees with timely, accurate information on the
status of the bankruptcy case.


ENRON CORP: Stone Emerges as Best Bidder in Gas Contract Auction
----------------------------------------------------------------
Enron Corporation, together with its debtor-affiliates,
conducted a bidding process for the Confirmation Letter
Agreement with Stone Energy LLC, pursuant to the terms of a
Court-approved Procedures Order.

The Debtors find that Stone Energy Corporation's offer is the
best for the Contract.  Thus, on October 17, 2002, the Debtors
and Stone entered into a Purchase and Sale Agreement of the
assumption, assignment and sale of the executory contract free
and clear of liens, claims, encumbrances, setoff, recoupment,
netting and deduction.

Pursuant to the Agreement, the parties agree that:

   -- Stone will pay the $6,000,000 Initial Purchase Price to
      Enron North America, subject to adjustment; and

   -- at Closing, Stone will wire transfer an amount equal to
      the Purchase Price, less any deposit, in immediately
      available funds to ENA's account.

Stone had deposited in escrow $520,000 on October 9, 2002 with
Weil, Gotshal & Manges LLP.

Accordingly, Judge Gonzalez approves the terms of the Purchase
and Sale Agreement and the motion in its entirety. (Enron
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENTERTAINMENT PUBLICATIONS: S&P Keeps Watch on B+ Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'B'-plus
corporate credit for Entertainment Publications Operating Co.
Inc., on CreditWatch with positive implications following USA
Interactive Inc.'s announcement that it signed a definitive
agreement to purchase Entertainment Publications Inc., the
parent company of EPOC, from a group of investors led by the
Carlyle Group for approximately $370 million. Troy, Michigan-
based EPOC is the leading marketer and publisher of coupon books
and discount programs.

The acquisition will be paid in a combination of cash and USA
common stock (up to 50%), with USA receiving a maximum discount
of $10 million if it elects to pay all cash. The transaction is
expected to be completed before the first quarter of 2003,
subject to customary regulatory approvals.

In resolving the CreditWatch listing, Standard & Poor's will
review the terms of the transaction, in particular, USA
Interactive's intentions with regard to the existing
indebtedness of EPOC.


EQUITY MUTUAL: S&P Junks Counterparty and Fin'l Strength Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Equity Mutual Insurance
Co., to 'CCCpi' from 'BBpi'.

"The rating action reflects the significant decline in
capitalization and surplus, poor operating results, and adverse
reserve development of the interaffiliate pool EMI participates
in with Casualty Reciprocal Exchange, in which CRE receives 80%
and EMI the other 20%," noted Standard & Poor's credit analyst
Alan Koerber.

Headquartered in Kansas City, Missouri, this pool writes mainly
workers' compensation and auto liability with an additional
specialization in reinsurance. More than half of the pool's
business is in its major states of California, New Jersey,
Texas, Florida, and Pennsylvania. The group distributes its
products through salaried marketing representatives working
through endorsed trade association and program agents targeting
selected industry segments (workers compensation). The companies
are members of the Dodson Group, a midsize insurance group with
surplus of $30.1 million at year-end 2001 and, together, are
licensed in 40 states and the District of Columbia.

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

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


EXIDE TECH: Creditors Committee Wants to Conduct Rule 2004 Exam
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Exide Technologies and its debtor-affiliates, asks the
Court to enter an Order, pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure, authorizing them to obtain
document and information production from the Debtors and Credit
Suisse First Boston.  The specific documents and information
that the Committee seeks relate to the Debtors, their capital
structure, corporate structure, business operations, and
historical and projected financial performance, as well as other
matters relating to the operations of Exide entities.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, tells the Court that the Committee, through their
professional advisors, has attempted to work with the Debtors
and their advisors to conduct the necessary due diligence
investigation.  However, the Debtors have been extremely slow in
providing the Committee with critical information that is
paramount to the Committee's analysis of the Debtors' estates
and their relationship with their Prepetition Lenders and Credit
Suisse First Boston.  Although the Committee was promised
cooperation on numerous occasions, the Debtors have only
provided limited information, and have, to date, failed to
provide the Committee with the facts it needs to conduct its
investigation.

Since the Debtors were not forthcoming with critical documents,
Mr. Stratton relates that the Committee began to request some of
the relevant documents from CSFB, on the Prepetition Lenders'
behalf.  In mid-June of 2002, one month after promising to send
the documents, CSFB produced the first set of documents
responsive to the request.  Additional documents were not
delivered until August 2002 and thereafter.  As of October 31,
2002, the Committee is still waiting for critical information.
Accordingly, the Committee finds itself with no choice but to
request a Court Order compelling the Debtors' and CSFB's
cooperation.

Mr. Stratton asserts that the list of documents and the amount
and type of documents requested are consistent with what
official creditors' committees typically request in Chapter 11
cases of like size and complexity.  More importantly, the
request is consistent with the investigation required for the
Committee to fulfill its fiduciary duty to unsecured creditors
and to perform its obligations pursuant to Section 1103(c) of
the Bankruptcy Code.  In light of the complex nature of the
Debtors' operations, organizational structure, and capital
structure, as well as the continued existence of substantial
operations by the Debtors, the Committee has a critical need for
immediate access to this information.  In formulating this
request, the Committee has sought to avoid duplication of
information previously provided to it.

Based on its review and preliminary analysis of the information
with which it has been provided, the Committee believes that
certain of the transactions between the Debtors and the
Prepetition Lenders may be subject to avoidance, equitable
subordination or disallowance under a variety of theories.  Mr.
Stratton informs the Court that within the few months leading up
to the Petition Date, the Prepetition Agent CSFB and Prepetition
Lenders used their financial leverage over the Debtors to:

   -- induce them to grant the Prepetition Lenders significant
      additional collateral;

   -- cause the Debtors' direct and indirect subsidiaries to
      issue guarantees and asset pledges;

   -- delay the filing of these cases until a mere few days
      after what the Prepetition Agent appears to have believed
      was the applicable preference period; and

   -- keep certain of the subsidiaries that provided these
      guarantees and collateral pledges outside of insolvency
      proceedings.

All of this enhanced the Prepetition Lenders' position to the
detriment of unsecured creditors and potentially caused the
Debtors' board of directors to violate the fiduciary duty it
then owed to all creditors.  Moreover, the Committee has
identified certain upstream and cross-stream guarantees and
collateral pledges, which were given by the Debtors and their
direct and indirect subsidiaries at a time when the Debtors' SEC
filings indicate that they were insolvent and thus appear to be
subject to avoidance.

In order to investigate potential claims arising from these
kinds of activities, the Committee needs access to internal
memos, appraisals and other relevant information in the Debtors'
and CSFB's possession and control in addition to the basic
credit documentation.  The Committee believes that virtually all
of the documents requested by this motion have been previously
sought by the Committee or its advisors.  The Committee wants to
conduct the discovery before the November 28, 2002 deadline set
by the Court to file a complaint against the Prepetition Lenders
on the Debtors' behalf.

                         Debtors Object

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., in Wilmington, Delaware, tells the Court that it is
premature to conduct an advanced discovery related to claims and
defenses before the parties have even identified if any
potential claims and defenses exist and before it is determined
which party will be able to bring an action on the claims and
defenses under Cybergenics.  While it is true that Rule 2004 of
the Federal Rules of Bankruptcy Procedures affords a party-in-
interest an opportunity to conduct a wide-ranging examination
with respect to a debtor's financial affairs, the ability to do
so is not limitless.  The Creditors' Committee cannot satisfy
the good cause test for a 2004 examination at this time because
no claims and defenses have been identified, and because the
Cybergenics issue is still unresolved.

Ms. Jones recounts that as the Court acknowledged at the October
23 hearing that given the Cybergenics issue, it is unclear
whether the Creditors' Committee is able to bring avoidance
actions against the Prepetition Lenders on behalf of the
Debtors' estates.  As a result, the Court ruled that the
Creditors' Committee must submit a report describing in
reasonable detail the Claims and Defenses it believes exist and
may require further investigation.  The Court also set November
28, 2002 as the new deadline to file a complaint, subject to
further extension.  The parties cannot reasonably expect that a
complaint will be filed on or before November 28, 2002.  Rather,
the Debtors understood that November 28 would be an opportunity
to address the Cybergenics issues, and that the complaint
deadline would be extended further at that time.  Thus, it is
not reasonable for the Creditors' Committee to assert that it
must have emergency discovery before November 28 when it is
clear that there will be further opportunities for discovery at
a later time.

Ms. Jones points out that this is corroborated by the fact that
the Court identified November 25 as the date for parties to
submit proposals for resolving the Cybergenics issue.  If either
the Court or the parties truly expected that a complaint would
be filed on or before November 28, proposals would have been
submitted earlier than three days prior to the deadline.
Furthermore, one proposed solution to the Cybergenics issue may
be to continue the complaint deadline for an additional month to
see if Cybergenics will be reconsidered by the Third Circuit en
banc.  Regardless of how the parties propose to resolve this
issue, it is not credible for the Creditors' Committee to base
their motion on the November 28 deadline.

Ms. Jones admits that that the Creditors' Committee will be
entitled to conduct additional discovery.  The Debtors believe
that there is ample time to conduct further discovery after the
Claims and Defenses are identified and after the appropriate
party to file and prosecute the complaint is selected.  Because
the Creditors' Committee's 2004 request will only be necessary
if Claims and Defenses exist and if the Creditors' Committee is
the appropriate party to bring these claims, there is no good
cause at this time for the 2004 examination.

Historically, a party may only request relief under Bankruptcy
Rule 2004 if they request the information and documentation from
the debtor directly and the debtor refuses to cooperate.  Ms.
Jones insists that at no point did the Debtors refuse to
cooperate with, or fail to respond to, the Creditors' Committee.
In fact, the Debtors expressly agreed to produce informally
whatever documents the Creditors' Committee requested.  Because
the Creditors' Committee cannot demonstrate good cause for the
2004 examination at this time, it is not entitled to the
requested discovery and the 2004 Motion should be denied without
prejudice to the Creditors' Committee's right to seek additional
discovery at the appropriate juncture.

Even assuming that the Creditors' Committee could demonstrate
good cause for a 2004 examination at this time, the balance the
interests of the parties clearly weighs in favor of denying the
Creditors' Committee's request.  Even if a party-in-interest can
show that a 2004 examination is necessary for the protection of
the examiner's legitimate interests, the court should only allow
a 2004 examination after it balances the examiner's interests
against the debtor's interest.

Ms. Jones points out that the cost to the estates if the 2004
Motion is granted would be monumental.  In the event that the
Debtors and the Prepetition Lenders are required to comply with
the emergency discovery requests, the estates would be saddled
with enormous fees and expenses of the professionals for
reviewing, collecting and analyzing the documents and preparing
witnesses for and attending the depositions -- all on an
expedited basis.  Without question, these costs would be
enormous, and the exercise would unnecessarily deplete the
Debtors' limited resources and liquidity.

Even if there are Claims and Defenses, Ms. Jones is concerned
that the discovery would be obscenely wasteful if the Creditors'
Committee turns out to be not the appropriate party to file and
prosecute the actions under Cybergenics.  If the Court were to
allow the Creditors' Committee to conduct its 2004 examination
and it was later determined that another party would prosecute
the claims, it is likely that the new prosecuting party would
want to conduct its own discovery for any number of reasons,
including to discover facts and documents the Creditors'
Committee either missed or did not believe was important under
its theories.  This scenario would unnecessarily deplete the
Debtors' assets.  Given the fact that, if Claims and Defenses
exist, there will be ample time for the prosecuting party to
conduct the necessary discovery to prosecute the Claims and
Defenses, it is not worth the obvious burden to the Debtors to
compile discovery at this time.  The prudent course is to delay
any further discovery until at least the Claims and Defenses are
identified and the appropriate prosecuting party is selected.
As a result, the Debtors' interest in avoiding needless costs
and expenses clearly outweighs the Creditors' Committee's
interest in obtaining immediate discovery.

Moreover, despite any claims to the contrary, Ms. Jones contends
that the Creditors' Committee has already received a vast
majority of the documents it requests in the 2004 examination.
The Creditors' Committee has been provided substantial informal
discovery over the entire six months of its investigation.
Thousands of documents have been produced voluntarily by the
Debtors and the Prepetition Lenders.  After delivery of those
documents, the Creditors' Committee possessed virtually all
documents relevant to the Debtors' secured assets.  Furthermore,
Ms. Jones continues, the Creditors' Committee has done on-site
due diligence at the Debtors' headquarters.

Ms. Jones asserts that the Creditors' Committee's 2004 request
is largely duplicative of the documents already produced to the
Creditors' Committee by the Debtors and the Prepetition Lenders.
Therefore, there is no reason to require the Debtors to comply
with the request. (Exide Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRISBY TECHNOLOGIES: Defaults on DAMAD and Bluwat Loan Pacts
------------------------------------------------------------
Frisby Technologies, Inc., (Nasdaq: FRIZ) has received a notice
of default from two of its secured creditors.  DAMAD Holdings AG
and Bluwat AG have notified the Company that it is in default of
the tangible net worth covenant contained in its respective loan
agreements with the lenders.  The covenant requires the Company
to maintain a tangible net worth of not less than $1,250,000 as
of the end of each fiscal quarter.  A similar covenant is
contained in the Company loan agreements with its other secured
lenders, MUSI Investments S.A. and Fin.part International S.A.
As of September 30, 2002, the Company's tangible net worth,
calculated as provided in the respective loan agreements, was a
negative $663,402.

Under the terms of the DAMAD and Bluwat loan agreements, the
Company has until December 18, 2002, (thirty days after receipt
of the notice) to cure the default or such longer period as it
is diligently prosecuting a cure to the reasonable satisfaction
of the lenders.  The Company does not currently expect that it
will be able to cure the default within the prescribed cure
period.

If the default is not cured prior to the end of the cure period,
then (i) the entire unpaid balance owed to the lenders, $1.25
million plus accrued interest, would become due and payable;
(ii) the interest rate, to the extent permitted by law, could be
increased by either or both lenders up to the maximum rate
allowed by law; (iii) any accrued and unpaid interest, fees or
charges could be deemed by either or both lenders to be a part
of the principal balance, with interest to accrue on a daily
compounded basis until the entire outstanding principal and
accrued interest is paid in full; (iv) either or both lenders
could foreclose on its security interest in substantially all of
the Company's assets; and (v) each lender would have all rights
available to it at law or in equity.  In addition, repayment of
the loans is secured by a limited guaranty by Gregory S. Frisby,
the Company's Chairman and Chief Executive Officer, of up to
one-third of the total amount outstanding under the loans.

The Company has requested waiver of compliance of the tangible
net worth covenant from each of the lenders, but no such waiver
has been granted.  The Company will continue to pursue a waiver
or otherwise to seek to negotiate a forbearance agreement or
other satisfactory resolution with the lenders.  If the Company
is unsuccessful, it may voluntarily seek protection from its
creditors under federal bankruptcy laws, which would have a
material adverse effect on the Company's business, financial
condition and prospects.

Frisby Technologies Inc., is a global leader in the development
of temperature balancing materials for the apparel, footwear,
sporting goods, and home furnishings industries.  For more
information, contact Frisby Technologies Inc., at 877-444-
COMFORT, visit http://www.comfortemp.com


GENUITY INC: Three-Day Standstill Agreement Expires Tonight
-----------------------------------------------------------
Genuity Inc., a leading provider of enterprise Internet Protocol
networking services, has received a three-day extension, or
"standstill," from its lenders as the company continues
negotiations to restructure its debt. This latest extension
agreement with its global consortium of banks and Verizon
Communications Inc., which does not include a cash payment to
the bank group, runs through Monday night, November 25, 2002.

This announcement follows a 10-day extension agreement that was
announced on November 11, 2002. This new standstill was agreed
upon by all of the banks that provided the $723 million in
funding that Genuity received in July 2002 as part of its $2
billion line of credit, as well as by Verizon, which previously
loaned Genuity $1.15 billion. To date, Genuity has repaid the
banks $208 million of its outstanding debt.

Genuity is a leading provider of enterprise IP networking
services. The company combines its Tier 1 network with a full
portfolio of managed Internet services, including dedicated and
broadband access, Internet security, Voice over IP (VoIP), and
Web hosting to provide converged voice and data solutions. With
annual revenues of more than $1 billion, Genuity (NASDAQ: GENU
and NM: Genuity A-RegS 144) is a global company with offices and
operations throughout the U.S., Europe, Asia and Latin America.
Additional information about Genuity can be found at
http://www.genuity.com


GLOBAL CROSSING: Asks Court to Okay Settlement with Centillion
--------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
recounts that in July 1994, Frontier Communications -- one of
the Debtors -- began offering its customers the "ExpressView"
product.  ExpressView enables the Debtors to collect and, in
turn, provide its carrier customers a CD-ROM containing detailed
reports on customer usage, charges, taxes and call details
including the origin and destination of telecommunications
traffic.  With the benefit of ExpressView, Global Crossing Ltd.
and its debtor-affiliates' customers can analyze their usage and
rearrange their telecommunications services to better suit their
needs.  In 1994, Global Crossing began offering ExpressView
version 1.0, and since then has continued to offer the
ExpressView product, versions 1.1, 2.0, 3.0, 3.1 and 3.2.

On December 21, 1998, Mr. Basta relates that Centillion Data
Systems Inc. commenced the Patent Litigation in the Indiana
District Court under 35 U.S.C.  271, styled Centillion Data
Systems, Inc. v. Ameritech Corp., et al., Case No. IP 98-C-1748-
Y/F (S.D. Ind. 1998) against several defendants, including
Frontier.  In its complaint, Centillion alleged that ExpressView
infringes on Centillion's patent for similar computer technology
and sought an injunction and money damages from the Debtors.  In
response, Frontier filed its answer and asserted affirmative
defenses.  The Patent Litigation has been pending for over three
years.

On April 9, 2002, Centillion filed the Motion with the Court
seeking an order granting relief from the automatic stay to
proceed with the Patent Litigation against the Debtors.  On
September 5, 2002, following a series of adjournments that
enabled the Parties to engage in settlement negotiations, the
Parties agreed to a Settlement Agreement, the salient terms of
which are:

   -- Centillion will have an allowed, fixed and liquidated
      general unsecured claim for $5,000,000 against the
      Debtors, which will be paid on the effective date and in
      accordance with the terms and conditions of the Debtors'
      Plan;

   -- Centillion will have a $750,000 allowed, fixed and
      liquidated administrative expense claim against the
      Debtors under Section 503 of the Bankruptcy Code, which
      will be paid on the effective date and in accordance with
      the terms and conditions of the Debtors' Plan;

   -- Centillion will provide the Debtors an irrevocable license
      to continue to use the ExpressView technology through
      December 31, 2003;

   -- The License will be assignable by the Debtors to any
      successor-in-interest as a result of any corporate merger,
      consolidation, amalgamation, change of control, sale of
      substantially all assets, businesses or operations or
      similar transactions;

   -- Centillion will provide the Debtors with the option to
      renew the License for the life of Centillion's patents.
      If the Debtors elect to renew the License or continue to
      use the technology beyond December 31, 2003, the Debtors
      will be obligated to pay Centillion $1,000,000 and will be
      granted the License for the life of Centillion's patents;

   -- Effective after the execution of the Settlement Agreement
      and Centillion's receipt of payments under the Agreement,
      Centillion and the Debtors will provide mutual releases
      for all claims, actions, and causes of action arising
      from, relating to, or in connection with the Patent
      Litigation;

   -- After Court approval of the Settlement Agreement,
      Centillion will dismiss with prejudice its motion for
      relief from stay; and

   -- After Court approval of the Settlement Agreement,
      Centillion will dismiss with prejudice the Patent
      Litigation and forever waive any claims that were asserted
      or could have been asserted in the Patent Litigation.

Thus, the Debtors seek the Court's authority to enter into the
Settlement Agreement with Centillion.

Mr. Basta contends that the Settlement Agreement is fair and
equitable, and falls well within the range of reasonableness for
these reasons:

   -- Resuming the Patent Litigation would be a costly and
      unnecessary drain on the Debtors' resources.  The Parties
      remain in substantial dispute over many fact-intensive
      issues in the Patent Litigation, the resolution of which
      would involve a significant expense.  Before the Petition
      Date, the Parties were preparing for a "Markman Hearing,"
      which is a complex mini-trial in the Patent Litigation
      context that adjudicates the validity of the underlying
      patents.  Preparing for the Markman Hearing would require
      the investment of a significant amount of resources on the
      part of the Debtors and their counsel and the testimony of
      experts at a substantial cost to the Debtors.  Once the
      Markman Hearing concludes, the Debtors would still need to
      prepare for a trial on the remaining issues;

   -- The Patent Litigation would divert the attention of the
      Debtors' management and legal personnel from their efforts
      to prosecute the confirmation of the Plan that was filed
      on September 16, 2002.  The Debtors have already undergone
      substantial reductions in their workforce, and they cannot
      afford shifting the focus of any members of their
      management team away from the Plan to the Patent
      Litigation;

   -- If the Indiana District Court were to rule in Centillion's
      favor and award treble damages, the Debtors could be
      liable for over $140,000,00.  In fact, Centillion has
      filed a proof of claim in the Debtors' Chapter 11 cases
      for not less than $49,000,000.  Moreover, because
      Centillion alleges that the patent infringement has
      continued after the Petition Date, a sizeable portion of
      any damages awarded could constitute an administrative
      expense to be paid out of the Debtors' estates before
      general unsecured claims.  For the price of a $5,000,000
      prepetition claim and a $750,000 administrative expense
      claim, the Settlement Agreement averts the risk of a
      substantial judgment against the Debtors.  Moreover, the
      claims will not be paid to Centillion until after the
      effective date of the Plan thereby avoiding any affect on
      the cash covenants governing the Debtors operations while
      in Chapter 11; and

   -- ExpressView is an important service that the Debtors offer
      their customers.  If the Debtors were forced to cease
      using ExpressView, there is a possibility that customers
      might discontinue receiving their telecommunication
      services from Global Crossing and seek services from one
      of their competitors.  The Settlement Agreement avoids
      this risk by providing the Debtors with a license to
      continue to offer ExpressView until December 2003 with an
      option to purchase an extended license. (Global Crossing
      Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


GLOBAL MAINTECH: Defaults on Preferred Share Agreements
-------------------------------------------------------
Global MAINTECH Corporation, (OTC Bulletin Board: GBMT) a data
center management system and disaster recovery company,
announced results for the third-quarter ending September 30,
2002.  Net sales from continuing operations for the nine months
ended September 30, 2002 were $1,072,346 as compared to net
sales of $1,645,456 for the nine months ended September 30,
2001.  Net sales consist of the following items: Systems sales
were $271,831 for the nine months ended September 30, 2002
compared to $596,054 for the nine months ended September 30,
2001.  The decrease in systems sales during the nine months
ended September 30, 2002, as compared to the nine months ended
September 30, 2001, was primarily due to decreased sales of VCC
systems of $324,223.  Sales cycles are estimated to take
approximately nine months.  Due to current economic conditions
and a lack of funds to implement the Company's sales plans,
sales of the VCC systems were substantially less than
anticipated. For the nine months ended September 30, 2002,
maintenance revenue was $797,940 as compared to $856,469 for the
nine months ended September 30, 2001.  The decrease in
maintenance fees in 2002 is related to a decrease in renewals of
the Company's maintenance contracts with certain customers.  The
Company expects maintenance revenue to increase in 2003 with
increases in hardware sales.  Other revenues, which include
consulting fees, late fees collected, software sales, and other
items was $2,575 for the nine months ended September 30, 2002 as
compared to $192,933 for the comparative period ended September
30, 2001.  For the nine months ended September 30, 2002, Global
MAINTECH had a loss from discontinued operations of $27,662
compared to income from discontinued operations of $161,909 for
the nine months ended September 30, 2001.  For the nine months
ended September 30, 2002, the Company recorded a gain from the
forgiveness of accrued penalties related to our preferred stock
amounting to $490,000.  Additionally, the Company reversed an
estimated liability relating to a subsidiary, which was
discontinued in 1999, and recorded an extraordinary gain of
$4,300,000 during the nine months ended September 30, 2002.
This is a non-cash adjustment to clean up the balance sheet.

The Company has not met internal projections for sales as the
data center market continues to be soft throughout the country.
The Company continues to operate with money generated from sales
and maintenance without any influx of cash. Employees have taken
a week off without pay along with the COO of the Company, Norm
Freedman not taking any pay for the months of October and
November to conserve cash. December 1st all employees go back to
full payroll. The Company continues to generate enough cash with
sales and maintenance income to continue operation. VCC still
appears to provide data centers with portions of enterprise
management and console consolidation that can be found nowhere
else in the world.  The Company's problems continue to be an
ongoing lack of spending by data system operators, even for a
product such as the VCC that earns more than it costs, and the
difficulty we have as a small company getting sales traction.

Global MAINTECH feels its operations are still well run with
several perspective customers continuing their due diligence on
the Company's product. After a slowdown in sales during the
first six months of 2002, the Company was able to show a modest
4.4% increase in the third-quarter compared to a year ago.  As
the Company has migrated from hardware, the gross margins for
the third-quarter increased from 55% a year ago to 99% this
year.  While Global MAINTECH does not expect to maintain margins
at that level, the Company is encouraged by this result.

Global MAINTECH continues to have limited funds for expansion,
sales and marketing. The Company also has the complication with
its preferred stock agreements, which are technically in default
because the Company has not increased the number of authorized
shares to meet the criteria of the modification agreement of
March 2002.

Global MAINTECH's CEO, Dale Ragan, states: "We have continued to
focus our company on the valuable and proven technology of the
virtual command center. In this extremely difficult environment
where many technology companies have gone out of business,
Global MAINTECH continues to operate on a cash flow basis.  This
shows a tremendous amount of dedication on the part of Global
MAINTECH's Management team and employees, plus the continued
belief in the quality of the product."



GLOBEL DIRECT: Fails to Beat Deadline for Filing Fin'l Results
--------------------------------------------------------------
On November 7, 2002, the Alberta Securities Commission and the
British Columbia Securities Commission, ordered that all buying
and selling (trading) of shares of Globel Direct, inc., (TSX
VEN:GBD) be halted until such time as the ASC and BCSC otherwise
order.

As noted in previous material change reports and press releases
issued by the Company, the Company's audit for fiscal year
ending May 31, 2002, was not able to be completed within the
time required by the applicable securities legislation, and
therefore the Company was unable to file its Annual Financial
Statements for the aforesaid fiscal year and the Interim
Financial Statements for the first quarter ended August 31, 2002
prior to the prescribed filing deadlines.

On November 7, 2002, the ASC and BCSC imposed an Issuer Cease
Trade Order until such time as the required filings are
completed. The audit by KPMG is well under way and the Company
expects to be restored to good standing promptly after filing
(estimated completion date prior to December 18, 2002). The
Company intends to satisfy all other continuous disclosure
obligations throughout the cease trade period, including press
releases and material change reports.

The Company also announces several changes to its management
structure and Board of Directors composition. Mr. Patrick J.
McFall, who has been Vice-President of the Company since 2000,
has resigned from the position to pursue other business
interests through a client relationship. The Board thanks Mr.
McFall for his longstanding contribution to the Company's
affairs. The Board also notes the resignation of Mr. Tony Keenan
from the Company's Board of Directors. Mr. Keenan has resigned
to avoid any conflicts as the Company reviews its strategic
options regarding its previously announced merger with
Postlinx/Tiger North.

About Globel Direct: Globel Direct inc. is Canada's leading
provider of business communications solutions that help
organizations inform, educate, service and attract customers
more effectively and efficiently. The Company's solutions
integrate its expertise in out-sourced marketing, billing,
customer support and fulfillment with specialized equipment,
proven technologies, emerging e-solutions and a national
delivery infrastructure that enables its clients to target the
right audience, in the right format, at the right time and at
the right price. For more information about Globel Direct visit
http://www.globel.com.

                          *   *   *

As previously reported, Globel Direct, Inc., (TSX-V: GBD) is in
default of filing its annual Audited Financial Statements for
the period ended May 31, 2002 which were to have been filed on
or before October 18, 2002 pursuant to relevant securities laws
because of difficulties in reaching mutually acceptable advance
payment arrangements with the Company's auditors arising from
challenges created by the recent replacement of the Company's
principal lender.


GROUP TELECOM: TSX Suspends Trading of Class A & B Shares
---------------------------------------------------------
GT Group Telecom Inc., Canada's largest independent, facilities-
based telecommunications provider, confirmed that the Toronto
Stock Exchange has suspended trading of its Class A Voting
Shares and Class B Non-Voting Shares of GT Group Telecom Inc.
(GTG.A, GTG.B) effective immediately, for failure to meet the
continued listing requirements of the TSX.

The suspension follows a consent order issued by the Ontario
Superior Court of Justice lifting 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 continue to work with the TSX authorities to
complete the final delisting of the shares.

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. For
more information, please visit http://www.gt.ca

DebtTraders reports that GT Group Telecom's 13.250% bonds due
2010 (GTGR10CAR1) are trading at 6 cents on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GTGR10CAR1
for real-time bond pricing.


HOLLINGER PARTICIPATION: S&P Lowers Sr. Sec. Note Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior secured
debt rating on Hollinger Participation Trust's US$490.5 million
12.125% senior notes due 2010 (participation notes) to 'B-' from
'B', reflecting the recent downgrade on CanWest Media Inc.
(B+/Stable/--). The outlook, which reflects that on CanWest
Media, is stable.

Delaware-based Hollinger Participation Trust was formed in
August 2001 by Hollinger International Inc., for the single
purpose of acquiring a participation interest in the 12.125%
fixed-rate subordinated debentures (underlying notes) due 2010
issued by CanWest Media's immediate holding company, 3815668
Canada Inc. Hollinger Participation Trust is precluded from
issuing any securities other than the participation notes and
cannot hold assets other than its interest in the underlying
notes.

"The rating on the participation notes reflects the credit
quality of the underlying notes, which are subordinated to
CanWest Media's senior secured bank facility and senior
subordinated notes," said Standard & Poor's credit analyst
Barbara Komjathy.

Any ratings actions that affect CanWest Media, and by extension
the underlying notes, will result in a similar rating action on
the participation notes. The rating, to some extent, also
reflects the overall credit quality of Hollinger International
as long as the company holds the underlying notes. A significant
deterioration in the ratings on Hollinger International could
result in a rating action on the participation notes.

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

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


HORIZON NATURAL: Turns to Alvarez for Restructuring Advice
----------------------------------------------------------
Horizon Natural Resources Company and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the Eastern
District of Kentucky to employ Alvarez & Marsal, Inc., as their
restructuring consultants.

Alvarez & Marsal will provide:

  a) assistance in the evaluation of the Debtors' current
     business plan and in preparation of a revised operating
     plan and cash flow forecast and presentation of such plan
     and forecast to the Debtors' Board of Directors and its
     creditors;

  b) assistance in the identification of cost reduction
     opportunities related to the Debtors;

  c) assistance in financing issues including assistance in
     preparation of reports and liaison with various creditors
     constituencies and their professionals;

  d) assistance in development of the Debtors' plan of
     reorganization;

  e) assistance in preparation of filing of various statutory
     reports, schedules and motions as mandated by the United
     States Bankruptcy Code;

  f) assistance in preparing and monitoring the Debtors' data
     room;

  g) other activities as approved by the Debtors, the CEO or the
     Board of Directors and agreed to by Alvarez & Marsal.

Alvarez & Marsal's monthly billing rates are:

     Managing Directors        $100,000 per month
     Directors                  $80,000 per month
     Associates and Analysts    $60,000 per month

Professionals expected to be most active in this engagement are:

     Steven Cohn               Managing Director
     Thomas Hill               Managing Director
     James Grady               Director
     Mark Tomasini             Associate/Analyst
     Lev Gurman                Associate/Analyst
     Laura Yee                 Associate/Analyst
     James Morden              Associate/Analyst

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 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.


ICG COMMS: Will Delay Filing of Financial Results on Form 10-Q
--------------------------------------------------------------
ICG Communications, Inc., has stated below the reasons why the
Company will not be filing current financial information with
the SEC within the prescribed time period.

"On November 14, 2000, ICG Communications, Inc., and most of its
subsidiaries (except for certain non-operating entities) filed
voluntary petitions for protection under Chapter 11 of the
United States Bankruptcy Code in the Federal Court for the
District of Delaware.  On July 26, 2002, the Company filed in
the Bankruptcy Court a proposed modified plan of reorganization
and a supplement to its previously filed disclosure statement.
On October 10, 2002, the "Effective Date", the Company's
Modified Plan became effective and the Company emerged from
Chapter 11 bankruptcy protection.   All of the Company's pre-
petition publicly traded debt and equity securities were
cancelled in accordance with the Modified Plan.  Distribution of
the new common shares is to take place on a date that has not
yet been determined, but is expected to occur no later than
December 31, 2002."

"As required by the Modified Plan, on the Effective Date all
members of the Company's Board of Directors resigned and new
members were appointed.  The new Board of Directors has not yet
had an opportunity to meet formally with the Company's
management, appoint an Audit Committee, or review the
information included in the Company's Form 10-Q for the
quarterly period ended September 30, 2002.  Management has
determined that it would be appropriate and prudent to give the
Board of Directors additional time to do so before filing the
Form 10-Q.  The Board of Directors has been consulted on this
matter and agrees with management's decision to delay the filing
of the Form 10-Q."

The first Board of Directors meeting is scheduled for early
December 2002.  Management expects to file the Form 10-Q on or
before December 15, 2002.


INTEGRATED HEALTH: Bringing-In Arent Fox as Special Counsel
-----------------------------------------------------------
At the request of Integrated Health Services, Inc., and its
debtor-affiliates, the Court authorizes the employment of
Arent Fox Kintner Plotkin & Kahn, PLLC as special corporate and
regulatory counsel, nunc pro tunc to August 14, 2002.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that the Debtors intend
that the functions to be performed by Arent Fox will be
identical to those performed by Michael Blass and certain of his
partners and associates while at they were still at Harris
Beach.  The Blass Group joined the firm of Arent Fox effective
as of August 14, 2002 in the aftermath of the destruction of
Harris Beach's World Trade Center office on September 11, 2001.
However, Mr. Morton emphasizes that the services will not be
duplicative of the functions being performed by Kaye Scholer
LLP, Jenkens & Gilchrist Parker Chapin LLP, Young Conaway
Stargatt & Taylor LLP or any other professionals retained by the
Debtors.  Rather, the Debtors' retention of Arent Fox will
ensure the most economic and effective means for the Debtors to
be represented in these Chapter 11 cases while continuing to
operate their businesses.

Mr. Morton notes that the Debtors operate a variety of
healthcare-related businesses in several states and in the
District of Columbia, each of which imposes its own licensure
and regulatory compliance requirements, separate and apart from
the many federal laws and regulations that are applicable to the
Debtors.  The Debtors' ongoing business operations require
specialized legal counsel that has familiarity and experience
with these numerous state and federal regulatory systems.
Through its years of experience in representing the Debtors and
other national healthcare providers, the former members of
Harris Beach -- who are now with Arent Fox -- have developed the
necessary background to coordinate and assist the Debtors with
these continuing multi-jurisdictional obligations.  Accordingly,
Arent Fox's employment as special corporate and regulatory
counsel is necessary for the uninterrupted and effective
continuity of the Debtors' operations.

Mr. Morton relates that the Blass Group is thoroughly familiar
with the circumstances, laws and regulations relevant to a
number of transactions being undertaken or to be undertaken by
the Debtors.  The Debtors believe that the members of the Blass
Group who are now with Arent Fox have done an excellent job in
their representation of the Debtors since the commencement of
these cases and are well qualified and uniquely able to
represent the Debtors as special corporate and regulatory
counsel during the remainder of these Chapter 11 cases in a most
efficient and timely manner.

Arent Fox is expected to:

   -- advise and assist the Debtors with respect to licensure
      and other state and federal regulatory issues attendant to
      the ongoing business operations of the Debtors;

   -- advise and assist the Debtors with respect to the
      application of state and federal healthcare regulatory
      requirements to the Debtors' business strategies;

   -- advise and assist the Debtors with respect to issues of
      facility licensure and other regulatory issues attendant
      to divestitures, contracts and other corporate
      transactions;

   -- advise and assist the Debtors in connection with issues
      arising from pre-Filing Date acquisitions and other
      corporate transactions in which the Blass Group
      represented the Debtors, including contractual obligations
      and reimbursement issues;

   -- advise and represent the Debtors in connection with
      divestitures and other corporate transactions; and

   -- advise and assist the Debtors in connection with the
      negotiation, preparation and execution of contracts.

Arent Fox will not undertake any representation of the Debtors
related to the administration or prosecution of these Chapter 11
cases, including with respect to the negotiation, proposal and
confirmation of any plan of reorganization.

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

      Michael S. Blass                $400
      Andrew Bogen                    $340
      Joshua Dicker                   $315
      Jill Cohen Steinberg            $285
      Melissa Llanera                 $215
      Joann Marchica                  $175

It is the Arent Fox's policy to charge all of its clients for
out-of-pocket expenses incurred in connection with the client's
case.

Michael S. Blass, Esq., assures the Court that the members and
associates of Arent Fox do not have any connection with the
Debtors, their creditors, or any other party-in-interest, or
their attorneys, or the U.S. Trustee or persons employed in the
office of the U.S. Trustee.  In addition, Arent Fox:

   -- does not hold or represent any interest adverse to the
      Debtors or to their estates; and

   -- is a "disinterested person" as that term is defined in
      Section 101(14) of the Bankruptcy Code.

However, Arent Fox represents or has represented in unrelated
matters these creditors:  Deutsche Bank AG, Bank of America,
Merrill Lynch, First Union National Bank, SunTrust Bank NA,
Credit Lyonnais, General Electric Credit Corp., Fleet National
Bank, Bank of Boston, Salomon Smith Barney, Prudential Home
Mortgage Co., Prudential Insurance Co. of America, Societe
Generale, SG Capital Partners LLC, General Motors, Massachusetts
Mutual Life Insurance Co., CS First Boston, PharMerica, Gulf
South Medical Supply, Unisys, and Nations Bank NA. (Integrated
Health Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Integrated Health Services' 10.250%
bonds due 2006 (IHSV06USR1) are trading between 1.7 and 2.7. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=IHSV06USR1
for real-time bond pricing.


INT'L AIRCRAFT: Fails to Make Payment on Senior Secured Loan
------------------------------------------------------------
International Aircraft Investors (NASDAQ:IAIS), announced a
third quarter net loss of $1,312,000. The Company's third
quarter results were reduced by $.09 per share as a result of
reserves added for the non-payment of rent on three of the
Company's leases and by $.04 per share as a result of a write-
down of flight equipment.

The Company has entered into an Agreement and Plan of Merger,
dated November 13, 2002, with Jetscape Aviation Group, Inc., and
Jetscape Leasing, Inc., a wholly owned subsidiary of Jetscape
Aviation Group, Inc., pursuant to which Jetscape Leasing, Inc.
will be merged with the Company, and the shareholders of the
Company will receive $1.45 per share in cash if the merger is
consummated on or prior to December 31, 2002 and $1.10 per share
in cash if the merger is consummated after December 31, 2002.
The difference in the price is to take account of additional
taxes that will be imposed if the transaction is not completed
in 2002. The consummation of the merger is subject to the
satisfaction of a number of conditions including approval by the
Company's shareholders and completion of a refinancing
transaction between Jetscape Aviation Group, Inc. and ILFC.

In October 2002, the lender on the Company's 1990 MD-83 refused
to extend the note payable.

As such, the note payable is in default. At September 30, 2002,
the note payable had a balance of $9,739,000. The lender has the
right under the loan to repossess the aircraft, which had a book
value of $13,461,000 at September 30, 2002. If the lender
repossesses the aircraft, the Company will incur a loss on the
transaction. As a result, in the third quarter of 2002, we
recorded a $220,000 write-down of flight equipment. The MD-83
also secures a junior note payable with a balance at September
30, 2002 of $1,769,000.

In November 2002, the Company entered into an agreement to turn
over ownership of its 1978 and its 1980 Boeing Model 737-200
aircraft to the lender in exchange for cancellation of the
related note payable. At September 30, 2002, the note payable
balance was $6,126,000 and the two aircraft had a book value of
$2,180,000. The transaction will result in a gain on the
extinguishment of the debt in the fourth quarter of 2002.

In November 2002, National Airlines ceased operations. The
Company repossessed its Boeing Model 757-200ER from the airline.
The aircraft is being marketed for lease or sale.

In November 2002, the Company failed to make its payment on the
senior loan secured by one of the Company's Boeing Model 737-400
aircraft as a result of the failure by the lessee to make its
lease payment. As a result, the note payable is in default. The
Company is in the process of attempting to cure the default.

The Company entered into a finance lease on its Boeing Model
737-200ADVH for eighteen months. The aircraft is to be delivered
in November 2002 to an Indonesian company.

Revenues from rental of flight equipment decreased by 35%, to
$6,510,000 in the three months ended September 30, 2002 compared
to the same period in 2001. The $3,464,000 reduction was
primarily a result of reductions in lease rates on several
aircraft and an addition of $471,000 of reserves for the non-
payment of rent on three of the Company's leases. The Company's
lease portfolio consisted of fifteen aircraft with a book value
of $234.3 million and one aircraft under a financing lease with
a net investment of $15.6 million at September 30, 2002.

During the third quarters of 2002 and 2001, the Company earned
$6,000 of consulting and other fees related to a two-year
contract, which will end in December 2002.

Interest income decreased to $332,000 for the three months ended
September 30, 2002 from $423,000 for the same period in 2001.
Interest income is comprised of finance interest from a direct
financing lease and interest income on cash balances. The
Company recorded finance interest of $257,000 in the three
months ended September 30, 2002 and $267,000 in the same period
of 2001. Interest income on cash was reduced by lower interest
rates and lower cash balances in the third quarter of 2002.

Interest expense decreased to $3,891,000 for the three months
ended September 30, 2002 from $4,239,000 for the same period in
2001 as result of the effect of continued loan paydowns of notes
payable, as well as a decrease in the Company's weighted-average
interest rate. The Company's composite interest rate was 6.55%
at September 30, 2002 compared to 6.88% at September 30, 2001.

Depreciation expense decreased to $4,148,000 in the three months
ended September 30, 2002 from $4,458,000 in the same period of
2001. The decrease in depreciation primarily resulted from the
$14,752,000 write-down of six aircraft in 2001. The write-down
resulted from determining that the future economic value of
these aircraft had been permanently impaired by the effects of
the slowdown in the economies of the United States and other
countries and the terrorist attacks on September 11, 2001. In
the three months ended September 30, 2002, we recorded a
$220,000 write-down of flight equipment to record the effect of
a potential repossession of the MD-83 by the lender. The Company
incurred $7,000 of repossession and maintenance expense in the
three months ended September 30, 2002 related to the return of
one aircraft, compared to $219,000 related to the return of
aircraft in the same period of 2001. General and administrative
expenses increased to $569,000 in the three months ended
September 30, 2002 from $519,000 in the same period of 2001
primarily as a result of higher consulting expense, partially
offset by lower payroll expense.

Income tax benefit of $675,000 was recorded in the three months
ended September 30, 2002, which represented an effective tax
rate of 34%. Income tax expense of $387,000 was recorded in the
three months ended September 30, 2001, which represented an
effective tax rate of 40%. The decrease in the effective tax
rate is the result of valuation allowance on the net operating
loss carryforwards generated in the three months ended September
30, 2002.

Total revenues for the nine months ended September 30, 2002
decreased to $21,686,000 from $30,141,000 in the same period of
2001. The Company recorded a net loss of $2,821,000 in the nine
months ended September 30, 2002 compared to net income of
$755,000 in the same period of 2001.

IAI is an owner/lessor of used, single-aisle jet aircraft on
lease to domestic and foreign airlines. The Company currently
leases aircraft to airlines in North America, Central America,
Europe, Asia and the South Pacific.


INTERPLAY ENTERTAINMENT: CFO Resignation Delays Form 10-Q Filing
----------------------------------------------------------------
Interplay Entertainment Corporation's financial statements for
the quarter ended September 30, 2002, could not be filed with
the SEC within the prescribed time period because the Company's
Chief Financial Officer resigned prior to completion of the
financial statements.  Consequently, certain information  and
data relating to and necessary for the completion of the
Company's financial statements and management's discussion and
analysis of financial condition and results of operations could
not be obtained by Interplay Entertainment within such time
period.

Interplay anticipates reporting in its financial information a
significant improvement in its results of operations for the
quarter ended September 30, 2002 as compared to the
corresponding period for the prior fiscal year.


J.P. MORGAN: S&P Assigns Low-B Ratings on 6 Ser. 2002-C2 Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.031 billion commercial mortgage pass-through
certificates series 2002-C2.

The preliminary ratings are based on information as of Nov. 19,
2002. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying mortgage loans,
and the geographic and property-type diversity of the loans.
Classes A-1, A-2, B, C, D, and E are currently being offered
publicly. The remaining classes are being offered privately.
Standard & Poor's analysis determined that, on a weighted
average basis, the pool has a debt service coverage of 1.54
times based on a weighted average constant of 6.42%, a beginning
loan-to-value ratio (LTV) of 86.7%, and an ending LTV of 72.8%.
All statistics exclude the 600 Fifth Avenue ground lease loan.
Also, unless otherwise indicated, all calculations in this
report, including weighted averages, do not consider the B notes
for 75/101 Federal Street and the Long Island Industrial
Portfolio, or the junior non-pooled component of the Simon
Portfolio II loan.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at www.ratingsdirect.com. The
presale can also be found on Standard & Poor's new Web site at
www.standardandpoors.com. Select Fixed Income. Then, under
Browse by Sector, select Structured Finance and find the article
under Presale Credit Reports.

                Preliminary Ratings Assigned

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
     Commercial mortgage pass-thru certs series 2002-C2

     Class             Rating                  Amount
     -----             ------                  ------
     A-1               AAA                 $234,000,000
     A-2               AAA                  606,612,000
     B                 AA                    41,257,000
     C                 AA-                   10,314,000
     D                 A                     28,364,000
     E                 A-                    14,183,000
     X-1               AAA                1,031,425,660
     X-2               AAA                  986,526,000
     F                 BBB                   19,339,000
     G                 BBB-                  12,893,000
     H                 BB+                   15,471,000
     J                 BB                    11,603,000
     K                 BB-                    3,868,000
     L                 B+                     7,736,000
     M                 B                      3,868,000
     N                 B-                     5,157,000
     NR                N.R.                  16,760,660


KAISER ALUMINUM: Wants to Sell Calif. Assets to Summit for $65MM
----------------------------------------------------------------
Kaiser Aluminum has filed a motion with the U.S. Bankruptcy
Court for the District of Delaware regarding the proposed sale
of its interests in the Kaiser Center office complex in Oakland,
Calif., to Summit Commercial Properties Inc., for a cash
purchase price of $65.6 million.

"Disposing of non-operating assets -- and of selected operating
assets that lie outside our area of strategic focus -- has been
a basic element of the company's strategy since long before
Kaiser's Chapter 11 filing on Feb. 12, 2002," said Jack A.
Hockema, president and chief executive officer of Kaiser
Aluminum. "The sale of our interests in the Kaiser Center
clearly fits that profile. The transaction will add to our
already strong liquidity position and allow us to focus our time
and attention on our core operations."

Kaiser Aluminum has not occupied significant space in the Kaiser
Center since the early 1990s.

In its motion, Kaiser seeks Court approval to enter into the
sale agreement with Summit. At the same time, Kaiser seeks Court
approval of a process whereby the company will solicit qualified
bids from other potential buyers and have the ability to enter
into an alternate/backup sale agreement before consummating the
transaction with Summit.

In its filings, Kaiser requests the Court to rule on the
proposed bid process at the company's regularly scheduled
hearing on Dec. 19, 2002. Subject to Court approval of that
process, Kaiser would then solicit competing bids for its
interests in the Kaiser Center. If Kaiser receives no
competitive bids by Feb. 17, 2003, it would expect the Court to
rule on the Summit transaction at the regularly scheduled
hearing on Feb. 24, 2003.

Taking into account the requirements for Bankruptcy Court
approval and Summit's satisfactory completion of customary due
diligence and financing, Kaiser expects that the proposed
transaction would close in the second quarter of 2003.

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


KAISER ALUMINUM: Court Approves Settlement Agreement with AXA
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates sought and
obtained the Court's approval to enter into another Settlement
Agreement with AXA Corporate Solutions (U.K.) Ltd. in order to
eliminate the risk that AXA may prevail on its claims against
the Debtors.  The AXA Settlement also will extricate the Debtors
out a complex web of payment obligations and duties to prosecute
claims against the two remaining Third Party Defendants.

As previously reported, the catastrophic explosion of the
digestion unit of the Kaiser Gramercy, Louisiana alumina
refinery resulted into an extensive litigation, involving a
myriad of claims.  Among these claims are the subrogation claims
brought by certain re-insurers led by AXA Corporate Solutions
(U.K.) Ltd. of the Debtors' first party property damage and
business interruption insurance coverage applicable to the
explosion.  A dispute also arose between the Debtors and AXA
over the amount of recovery the Debtors were entitled to receive
from AXA under the first party property loss and business
interruption insurance coverage for the Gramercy refinery.

On August 1, 2001, the Debtors and AXA reached an agreement with
respect to their dispute on the Debtors' insurance recovery
entitlement.  The 2001 Settlement Agreement consisted of AXA's
payment of over $300,000,000 to the Debtors plus a revenue
sharing and joint prosecution agreement to share in future
recoveries from the Third Party Defendants.  The Debtors later
receive the first $17,000,000 from the recoveries against the
Third Party Defendants.  Thereafter, the Debtors' percentage
from recoveries was one-third, and was to decrease further as
total recovery amounts increased.

Before the case went to the jury, the Debtors settled claims
with all the Third Party Defendants except Thomas and Betts
Corporation and Schweitzer Engineering Laboratories, Inc.
During jury deliberations, Thomas and Betts offered to settle
the claims but the Debtors refused.  The jury then returned a
verdict in favor of Thomas and Betts and Schweitzer.

AXA contends that the Debtors breached the revenue sharing and
joint prosecution agreement when they refused to settle with
Thomas and Betts.  AXA has threatened to pursue its claim for
damages due to the Debtors' alleged breach.

The salient terms of the Settlement Agreement are:

A. Settlement Payments, Assignment of Claims and Indemnification

   -- The Debtors and AXA will each retain all disbursements
      previously received pursuant to the 2001 Settlement
      Agreement;

   -- The Debtors will receive a portion of escrowed funds
      previously obtained in settlement with certain Third Party
      Defendants and will waive any right to reimbursement for
      payments made in support of the litigation of claims
      against the remaining Third Party Defendants;

   -- AXA will have the exclusive right to settle or try the
      claims against the remaining Third Party Defendants and
      will receive 100% of any recoveries;

   -- AXA will indemnify and hold harmless the Debtors on any
      claim for costs arising out of any litigation or
      settlement
      with the Third Party Defendants;

   -- AXA will also indemnify the Debtors from the claim by
      Terrence Hayes for any costs and fees that KACC is
      obligated to expend in compliance with any agreements
      between Kaiser and Mr. Hayes.  Mr. Hayes has asserted a
      personal injury claim against the Debtors as a result of
      the Gramercy explosion.  Mr. Hayes' motion to liquidate
      his claim has been denied by the Court.  Mr. Hayes,
      however, has appealed his case to the District Court; and

   -- The Debtors will assign AXA all of their rights to share
      with Mr. Hayes' recoveries from Third Party Defendants.

B. Mutual Release and Cooperation Between the Parties

   -- The Debtors and AXA will release each other from all
      claims or liabilities arising from the Gramercy Explosion;

   -- This Settlement Agreement supersedes any and all
      obligations arising from the previous Settlement
      Agreement; and

   -- The Debtors will reasonably cooperate with AXA to
      effectuate the transfer of responsibility for, and control
      of, litigation of claims against the Third Party
      Defendants and the prosecution of the claims. (Kaiser
      Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


KASPER ASL: Has Until January 14 to Solicit Acceptances of Plan
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Kasper A.S.L., Ltd., and its debtor-affiliates
obtained an extension of their exclusive period to solicit votes
from creditors accepting the company's chapter 11 plan.  The
Plan wipes-out existing equity and transfers ownership of the
company to Kasper's creditors.  The Court gives the Debtors
until January 14, 2003 the exclusive right to solicit
acceptances of their Joint Plan of Reorganization from their
creditors.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 5, 2002. Alan B. Miller, Esq., at Weil, Gotshal &
Manges, LLP represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $308,761,000 in assets and $255,157,000 in
debts.


KMART CORP: Asks Court to OK Settlement Pact with Anderson News
---------------------------------------------------------------
In the first quarter of 2001, Kmart Corporation, together with
its debtor-affiliates, and Anderson News LLC drafted a Goods and
Services Agreement to govern their business relationship.
Anderson supplies the Debtors with magazines and related
merchandise. Anderson also provides related services, like:

  (i) assisting the Debtors in determining the assortment and
      quantity of the Merchandise;

(ii) delivering the Merchandise to Kmart stores;

(iii) placing the Merchandise in Kmart's magazine fixtures; and

(iv) removing and returning off-sale Merchandise.

Among other things, the Goods and Services Agreement sets forth:

   * what Merchandise and services Anderson will provide on
     Kmart's request;

   * the mechanism for determining Kmart's purchase price for
     Merchandise; and

   * the algorithm for calculating the incentive allowances
     Kmart will receive.

Although Anderson signed the Goods and Services Agreement on
March 18, 2001, J. Eric Ivester, Esq., at Skadden, Arps, Slate,
Meagher & Flom, relates that the Debtors did not sign and
deliver the Agreement to Anderson until after the Petition Date.

Recently, the Debtors asserted that Anderson owed significant
amounts pursuant to the Agreement.  For instance, the Debtors
allege that Anderson owes $1,835,537 for prepetition incentive
allowances that were contemplated by the Goods and Services
Agreement.  Anderson also owes another $949,064 in postpetition
incentive allowances through September 30, 2002.

The Debtors further demand that Anderson reimburse $310,599 in
costs associated with the installation of special racks utilized
in selling the Merchandise.  In addition, the Debtors want
Anderson to pay $5,673,577 on account of the Merchandise the
Debtors returned after the Petition Date.  All in all, the
Debtors stake an $8,768,777 claim against Anderson.

According to Mr. Ivester, the Debtors' claim does not include
the $3,100,000 the Debtors transferred to Anderson within 90
days before the Petition Date.  The Debtors deemed that the
$3,100,000 maybe recovered as avoidable preferences.

Notwithstanding, Anderson has disputed the existence and
enforceability of the Agreement.  Anderson points out that the
Debtors did not sign and deliver the Agreement until after the
Petition Date, hence, the Debtors' right to assert claims for
incentive allowances and the other amounts provided for under
the Agreement is dubious.  Instead, Anderson asserts significant
trade, set-off and recoupment claims against the asserted
amounts owed to the Debtors.  Anderson alleges that it is owed
$2,643,049 for certain Merchandise delivered to the Debtors.

To avoid expense, delay, and uncertainty of litigating the
parties' entitlement to the amounts that they claim they are
owed, including the legal effect and enforceability of the Goods
and Services Agreement, the Debtors and Anderson entered into a
settlement agreement to resolve the dispute.

Under the Settlement Agreement:

   (a) Anderson and the Debtors acknowledge that the Goods and
       Services Agreement is a valid and enforceable prepetition
       contract effective as of March 5, 2001.  Both parties
       agree to perform pursuant to the terms of the Goods and
       Services Agreement, provided, however, that the
       Settlement Agreement does not constitute an assumption of
       the Goods and Services Agreement;

   (b) Anderson will pay the Debtors $6,515,267 in full and
       complete satisfaction and reconciliation of the various
       amounts that the parties claim are due to or from one
       another.  To the extent necessary, Anderson will be
       granted relief from the automatic stay to effectuate any
       and all set-offs and recoupment necessary to facilitate
       this transaction;

   (c) the Debtors will completely release and discharge
       Anderson from any and all liabilities and claims.  This
       includes the $3,100,000 transferred to Anderson during
       the 90 days prior to the Petition Date.  The release,
       however, does not extend to any amounts due and owing to
       the Debtors on account of the obligations established
       under the Goods and Services Agreement arising after
       September 30, 2002, or the facts arising after September
       30, 2002; and

   (d) Anderson will also fully, forever and completely release
       and discharge the Debtors from any and all liabilities
       and claims.  However, the release does not extend to any
       amounts the Debtors owed to Anderson on account of the
       obligations established under the Goods and Services
       Agreement arising after November 4, 2002 or facts arising
       after November 4, 2002.  These obligations will
       constitute administrative expense claims against the
       Debtors' estates.

By this motion, the Debtors ask Judge Sonderby to approve the
Settlement Agreement with Anderson. (Kmart Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEGACY HOTELS: Completes $100 Million Debenture Offering with TD
----------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX symbol: LGY.UN)
completed the previously announced private placement of $100
million Series 3 senior unsecured debentures with TD
Securities Inc. The debentures are 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.

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 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 Chateau Frontenac, The Fairmont
Royal York and The Fairmont Empress. The management companies of
Fairmont Hotels & Resorts Inc. operate all of Legacy's
properties.


LTV CORP: Wants to Pay Covington & Burling on Contingency Basis
---------------------------------------------------------------
LTV Steel Company, Inc., wants Judge Bodoh to approve the
contingency terms of compensation for Covington & Burling as
special counsel in seeking to secure a negotiated resolution of
the Debtor's claims for coverage of environmental liabilities
under LTV Steel's Youngstown line of coverage.  LTV Steel and
Covington had initially agreed that the Firm was to be paid 75%
of its customary hourly rates, plus an incentive payment if the
results of its settlement-related efforts exceed a performance
threshold.  With respect to the Firm's other insurance-related
work for the Debtors, their prior agreement directed payment at
Covington's customary hourly rates.

Because LTV Steel lacked the necessary funding to pay for
Covington's services on an hourly or modified hourly basis,
Covington agreed to charge less than its usual rates.
Thereafter, in an effort to continue to obtain Covington's
assistance in their ongoing effort to realize the value of its
insurance coverage for environmental and other liabilities, LTV
Steel asked whether Covington would be willing to modify the
original fee arrangement and instead perform its services on a
straight contingency fee basis for much of the remaining work.
To this end, LTV Steel and Covington negotiated a revised fee
and expense agreement, effective June 1, 2002 .

This revised fee agreement only affects services by Covington
in:

   -- representing the Debtors in their joint effort with
      ISG to secure a negotiated resolution of insurance
      coverage for environmental and other liabilities; and

   -- advising the Debtors regarding their rights and
      obligations under the June 2002 settlement agreement
      with The Travelers Indemnity Company and Travelers
      Casualty and Surety Company, and any negotiations in
      connection with that settlement.

Covington will have a first-priority lien and security interest
in the settlement proceeds in an amount equal to the unpaid
amount of its contingency fee.  This lien remains in effect
until Judge Bodoh rules on Covington's fee application, and
until Covington has paid itself the full amount of fees approved
by Judge Bodoh.

Under the Revised Fee Agreement, Covington is entitled to a fee
for representing the Debtors and ISG on or after June 1, 2002,
as a contingency of 30% of the gross proceeds of all settlement
entered into as a result of the Settlement Project, regardless
of when those proceeds are recovered.  Covington will pay its
own expenses, including any consultants.  If there are no
proceeds as a result of the Settlement Project, Covington will
receive no payment or reimbursement of expenses. (LTV Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


METROMEDIA FIBER: PAIX Unit Enters Partnership with CRG West
------------------------------------------------------------
PAIX.net, Inc. (PAIX), a leading carrier-neutral Internet
exchange and subsidiary of Metromedia Fiber Network, Inc., and
CRG West, the operator of One Wilshire, the premier
communications hub on the west coast, announced their
collaboration in introducing "Peering by PAIX" to the Los
Angeles metropolitan area.  In addition to One Wilshire in
downtown Los Angeles, CRG West and PAIX have agreed to expand
PAIX's existing MetroPAIX connectivity in the San Francisco Bay
Area with the inclusion of "Peering by PAIX" in Market Post
Tower located at 55 South Market Street in San Jose.

These agreements will give the tenants of One Wilshire, as well
as those in facilities directly connected to One Wilshire,
immediate access to PAIX's proven Layer 2 switching
infrastructure.  Currently, there are over 200
telecommunications network and Internet service providers
operating in the One Wilshire facility.  "Peering by PAIX" will
give each of these service providers the ability to exchange
Ethernet traffic with each other over a common fabric.  And, as
PAIX establishes new "Peering by PAIX" alliances throughout the
LA area, participants will be able to exchange traffic with
ISPs, content providers and enterprise customers across the
entire Layer 2 fabric.

Similarly, the Market Post Tower, which is also the home of MAE-
West, an ATM-based peering point, will have an Ethernet "Peering
by PAIX" switch that will be connected to PAIX's comprehensive
MetroPAIX fabric that provides seamless connectivity among six
facilities in the Bay Area, stretching from San Francisco to San
Jose.  The hub of this metro area network, PAIX's Palo Alto
facility, is the premiere Internet Exchange Point in the world,
host to over 170 Internet-centric companies.  As is the case
with all of the MetroPAIX peering infrastructures, participants
in any location in the metro can exchange traffic with each
other, either privately or publicly.

"The addition of "Peering by PAIX" to the CRG West facilities
One Wilshire and Market Post Tower greatly enhances the
substantial carrier neutral connectivity options for our
tenants" said Jim Trout, President of CRG West. "The PAIX
offering delivers significant value to our tenants by enhancing
tenants' abilities to exchange IP traffic through a centralized,
cost-effective location."

"Establishing a fully neutral, commercial quality peering fabric
at One Wilshire is important because of the dense population of
international Internet-centric companies and telecommunication
carriers in the Los Angeles market, and the growing need for
them to interconnect in a cost-effective manner," said Shelly
Fishman, VP of Sales, Marketing and Business Development for
PAIX.net, Inc.  "Our agreement with CRG West in these two high-
tech metros reinforces PAIX's leadership as the peering provider
of choice in the Internet community and extends our broadly
accepted 'distributed peering' strategy."

Customers who currently connect to each other via a MetroPAIX
fabric enjoy the same quality and neutrality they have come to
expect from PAIX.  The switches in One Wilshire and Market Post
Tower will mark the tenth and eleventh installations of "Peering
by PAIX" in third-party neutral co-location facilities
throughout the United States and Europe since February 2002.

An operating company affiliated with The Carlyle Group, CRG West
oversees and enhances strategic telecom assets owned by Carlyle.
The One Wilshire Building and Market Post Tower, home of MAE
West, are two core assets under CRG West management. The CRG
West team combines extensive telecommunications, network
planning, meet-me room development and operations experience
with astute real estate development and management practices to
serve One Wilshire, Market Post Tower and 470 Vanderbilt carrier
customers and office tenants. The CRG West team is committed to
providing fast, response, innovative operational solutions, and
local expertise.

PAIX.net, Inc., headquartered in Palo Alto, California, began
operations in 1996 as Digital Equipment Corporation's Palo Alto
Internet Exchange. Having proven itself as a vital part of the
Internet infrastructure, PAIX serves as a packet switching
center for ISPs. PAIX also offers secure, fault-tolerant co-
location services to ISPs. PAIX enables ISPs to form public and
private peering relationships with each other and choose from
multiple telecommunications carriers for circuits, all within
the same facility. For additional information about PAIX, call
877-PAIXnet (877-724-9638) or visit its Web site at
http://www.paix.net

MFN is the leading provider of digital communications
infrastructure solutions.  The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies.  The all-fiber infrastructure enables MFN customers
to share vast amounts of information internally and externally
over private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light.

PAIX.net, Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

On May 20, 2002, Metromedia Fiber Network, Inc. and most of its
domestic subsidiaries including PAIX.net, Inc. commenced
voluntary Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York.

For more information on MFN, visit its Web site at
http://www.mfn.com

DebtTraders report Metromedia Fiber Network's 10.000% bonds due
2009 (MFNX09USR1) are trading between 0.25 and 0.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX09USR1
for real-time bond pricing.


MIRAVANT MEDICAL: Independent Auditors Air Going Concern Doubt
--------------------------------------------------------------
Since Miravant Medical Technologies' inception, it has been
principally engaged in the research and development of drugs and
medical device products for use in PhotoPoint(TM) PDT, its
proprietary technologies for photodynamic therapy. It has been
unprofitable since its founding and has incurred a  cumulative
net loss of approximately $185.5 million as of September 30,
2002.  As it currently does not have any significant sources of
revenues, the Company expects to continue to incur substantial,
and possibly increasing, operating losses for the next few years
due to continued spending on research and  development programs,
the funding of preclinical studies, clinical trials and
regulatory activities  and administrative activities.  The
Company also expects these operating losses to fluctuate due to
its ability to fund the research and development programs as
well as the operating expenses of the Company.  Miravant
believes that it has sufficient resources to fund the required
expenditures through December  31, 2002 at a reduced capacity.
Executive management is currently in discussions with one of the
Company's significant investors for some additional bridge
financing to extend Company cash resources beyond December 31,
2002. In addition, executive management also believes Miravant
can raise additional funding to support operations through
corporate collaborations or partnerships, licensing of SnET2 or
new products and equity financings in the near future.  However,
there can be no assurance that Miravant will be successful in
obtaining such financing or that financing will be available on
favorable terms. If additional funding is not available when
required, management will begin implementing additional  cost
restructuring programs by the further delay or reduction in
scope of one or more of the research and development programs
and further adjusting, deferring or reducing salaries of
employees and by reducing operating and overhead expenditures to
conserve cash to be used in operations.

For these reasons Miravant's independent auditors have indicated
that there is substantial doubt about the Company's ability to
continue as a going concern. Its ability to raise funds has
become more difficult as its stock has been delisted from
trading on the Nasdaq National Market.  Any inability to obtain
additional financing would adversely affect Miravant's business
and could cause it to  significantly reduce or cease operations.


NAPSTER: Chapter 11 Trustee Hires Ashby & Geddes as Del. Counsel
----------------------------------------------------------------
Hobart G. Trusdell, the Chapter 11 Trustee overseeing the
bankruptcy estates of Napster, Inc., asks for authority from the
U.S. Bankruptcy Court for the District of Delaware to hire Ashby
& Geddes, PA, as his Delaware Counsel, nunc pro tunc to October
24, 2002.

The Chapter 11 Trustee anticipates that Ashby & Geddes will:

  a) provide legal advice as Delaware counsel regarding the
     rules and practiced of this Court applicable to the
     Trustee's powers and duties as a trustee appointed under
     Section 104 of the Bankruptcy Code;

  b) provide legal advice as Delaware counsel regarding the
     rules and practices of this Court applicable to any
     disclosure statement and plan filed in these cases with
     respect to the process for approving or disproving
     disclosure statements and confirming or denying
     confirmation of a plan;

  c) provide legal advice as Delaware counsel regarding the
     Debtors' motion to establish bidding procedures and to sell
     assets, and to obtain postpetition financing;

  d) prepare and review as Delaware counsel, applications,
     motions, complaints, answers, orders, agreements, and other
     legal papers filed on or behalf of the Trustee for
     compliance with the rules and practices of the Court;

  e) appear in Court as Delaware counsel to present necessary
     motions, applications, and pleadings and otherwise
     protecting the interests of the Trustee, the Debtors'
     estates, and creditors of the Debtors; and

  f) performing such other legal services for the Trustee as the
     Trustee believes may be necessary and proper in these
     proceedings.

The hourly rates of Ashby & Geddes attorneys and paralegals
proposed to represent the Trustee are:

       William P. Bowden    Partner       $350 per hour
       Ricardo Palacio      Associate     $250 per hour
       Travis Vandell       Associate     $145 per hour
       Cathie J. Boyer      Paralegal     $130 per hour

Napster, Inc. and its debtor-affiliates own and operate the
peer-to-peer music service known as Napster. The Napster service
has provided music enthusiasts with an easy-to-use, high quality
service for finding and discovering music and communicating
their interests with other members of the Napster community. The
Company filed for chapter 11 protection on June 6, 2002. Daniel
J. DeFranceschi, Esq., Russell C. Silberglied, Esq. at Richards,
Layton & Finger and Richard M. Cieri, Esq., Michelle Morgan
Harner, Esq., at Jones, Day, Reavis & Pogue represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed debts of more than
$100 million.


NAPSTER INC: Taps Dovebid to Auction-Off Fixed Assets on Dec. 11
----------------------------------------------------------------
DoveBid(R), Inc., a global provider of capital asset auction and
valuation services, will conduct a Webcast auction of fixed
assets for Napster, Inc., the Internet music service provider
that filed for Chapter 11 bankruptcy in June 2002. Napster's
intellectual property is excluded from this sale and is being
sold to a buyer under a different and unrelated transaction.

The Webcast auction will be held on December 11, 2002 beginning
at 9:00 a.m. Pacific Standard Time at The Marriott in Santa
Clara, California. The sale will include IT equipment,
computers, and Napster memorabilia. Featured assets include
Cisco Systems switches, routers and firewalls, VA Linux servers,
Network Appliance servers, desktops, notebook computers,
monitors and printers by Apple, Dell and Hewlett-Packard, and
hundreds of Napster memorabilia items including shirts, hats and
jackets.

Participants may attend in-person or bid online by registering
at www.dovebid.com. Detailed preview information, asset catalog,
and online bidding instructions are available at
http://www.dovebid.com

DoveBid, Inc., is a global provider of capital asset auction and
valuation services to large corporations and financial
institutions. DoveBid delivers an integrated set of services to
its customers for the disposition, valuation and redeployment of
their surplus capital assets. DoveBid offers an array of auction
services to meet its customers' specific needs, including live
Webcast auctions, on-site-only auctions, featured online
auctions and privately negotiated sales. DoveBid Managed
Services offers clients a hosted, Internet-based application to
monitor surplus assets inside the corporation. DoveBid Valuation
Services uses its database of transaction information to provide
valuations of capital assets for financial institutions and
large businesses.

Headquartered in Foster City, California, DoveBid has over 65
years of auction experience in the capital asset industry with
more than 40 locations throughout North America, Europe and the
Asia-Pacific region. More information on DoveBid can be found at
http://www.dovebid.com


NATIONSRENT: Wants Court to Authorize GECC DIP Letter Agreement
---------------------------------------------------------------
NationsRent Inc. and its debtor-affiliates' DIP Credit Facility
with Fleet Bank will expire on December 31, 2002.  To continue
to fund their operations and restructuring efforts after the
expiration of the original DIP Facility, the Debtors intend to
enter into a replacement DIP financing facility.

As part of their search for a new facility, the Debtors
solicited proposals from numerous potential lenders.  Among the
proposals received, the Debtors determined that the $300,000,000
maximum financing from General Electric Capital Corporation
constituted the best and most credible proposal.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
explains that GE Capital offered to initiate due diligence
efforts to obtain a possible commitment for the Debtors'
Replacement DIP Facility.  GE Capital will take field
examinations, legal, business, environmental and other due
diligence to expedite the process for loan approval.

But as a prerequisite for the commencement of these efforts, GE
Capital wants the Debtors to enter into a Letter Agreement,
which require them to:

   -- pay the actual out-of-pocket fees and expenses that GE
      Capital may incur in connection with the execution and
      delivery of the Letter Agreement and the Replacement DIP
      Facility;

   -- pay a $500,000 good faith deposit to GE Capital.  GE
      Capital will refund the Good Faith Deposit less any out-
      of-pocket expenses it incurred in case GE Capital:

        (i) elects not to commit to or consummate the
            Replacement DIP Facility; or

       (ii) materially modifies the terms of their Replacement
            DIP Facility proposal;

      In the event the Debtors elect not to pursue the
      Replacement DIP Facility, GE Capital will retain the
      entire Good Faith Deposit.

      To the extent GE Capital and the Debtors consummate the
      Replacement DIP Facility, GE Capital will credit the Good
      Faith Deposit, less documented out-of-pocket expenses,
      against the closing fee called for under the Replacement
      DIP Facility;

   -- indemnify and hold harmless GE Capital and its affiliates,
      officers, directors, employees and agents against all
      claims, costs, damages, liabilities and expenses that may
      be incurred by or asserted in connection with the Letter
      Agreement, or the financing contemplated.  The indemnity,
      however, will not apply to any Claims or other expenses
      that arise as a result of the willful misconduct or gross
      negligence of any Indemnified Person.

   -- reimburse each Indemnified Person, upon demand, for any
      reasonable out-of-pocket legal or other expenses incurred
      in connection with investigating, defending, or
      participating in any Claim, or any action proceeding
      relating to the Claim; and

   -- waive any right to a jury trial in any action or
      proceeding brought against GE Capital arising in
      connection with the Letter Agreement or the proposed
      Replacement DIP Facility.

Accordingly, the Debtors seek Judge Walsh's consent to enter
into the Letter Agreement.  The Debtors also seek the Court's
permission to implement the terms of the Letter Agreement,
including the payment of the Good Faith Deposit and the
reimbursement of GE Capital's expenses.

Mr. DeFranceschi asserts that the terms of the Letter Agreement
are reasonable and appropriate because the Debtors' estates need
continued financing even after the expiration of the original
facility to sustain their current operations and reorganize
successfully.

As part of the implementation of the Letter Agreement, Mr.
DeFranceschi tells the Court that the Debtors will be
negotiating a Commitment Letter for the Replacement DIP Facility
with GE Capital.  To expedite the process of negotiating the
ultimate terms of the Replacement DIP Facility, the Debtors also
seek the Court's authority to pay a commitment fee on the
execution and presentment of the Commitment Letter without
further Court Order.

Mr. DeFranceschi relates that the Commitment Fee would equal to
0.5% of the total commitment made by GE Capital under the
Replacement DIP Facility.  GE Capital has indicated that it will
provide up to $300,000,000 in financing.  Therefore, the
Commitment Fee would be no more than $1,500,000.

The salient terms of GE Capital's proposed Replacement DIP
Facility include:

Borrowers:       NationsRent, Inc. and its subsidiaries

Arranger &
Syndication
Agent:           GE Capital

Lenders:         GE Capital and other lenders acceptable to it

Credit Revolver: $300,000,000 maximum, including a Letter of
                 Credit Sub-facility not less than $30,000,000

Term:            Loan will mature on the earliest to occur:

                 (1) the date on which the Borrowers sell all or
                     substantially all of their assets;

                 (2) the effective date of the Borrowers' Plan
                     of Reorganization; and

                 (3) December 31, 2003.

Amortization:    Due in full at the end of term

Use of Proceeds: General working capital purposes and the
                 refinancing of certain of the Debtors' existing
                 debt and operating leases

Availability:    The maximum permitted outstanding under the
                 Revolver will be the lesser of:

                 * 80% on the Borrowers' net Orderly Liquidation
                   Value of the equipment rental fleet plus 80%
                   of the eligible accounts receivable; and

                 * 3.0 times trailing twelve months adjusted
                   EBITDA.

Interest:        At the Borrowers' option, either:

                 * a 1, 2, or 3-month reserved adjusted LIBOR
                   plus the applicable margins, absent a
                   default; or

                 * floating at the Index Rate -- higher of Prime
                   or 50 basis points over Fed Funds -- plus the
                   applicable margins.

Applicable
Margins:         These Applicable Margins would apply so long as
                 any loan remains outstanding:

                 * Applicable Revolver Index Margin   2.0%
                 * Revolver LIBOR Margin              3.5%
                 * Unused Facility Fee Margin         0.5%

Fees:            The Borrowers pay a variety of fees:

                 (A) Commitment Fee

                     0.5% of the total Commitment and payable to
                     GE Capital on the issuance and acceptance
                     of a commitment letter;

                 (B) Closing Fee

                     3% of the total commitment and payable at
                     the closing against which would be credited
                     the Commitment Fee.

                     One-third of the Closing Fee will be
                     credited against any closing fees, which
                     the Borrowers may incur in connection with
                     any financing provided by the GE Capital
                     Funding unit of GE Capital in connection
                     with the Borrowers' Plan of Reorganization
                     within six months of the Closing of the
                     Revolver;

                 (C) Unused Facility Fee

                     0.5% per annum on the average unused daily
                     balance of the Revolver, payable monthly in
                     in arrears;

                 (D) L/C fees

                     3.5% per annum of the aggregate amount of
                     any Letter of Credit outstanding; and

                 (E) Agency Fee

                     $20,000 per month, payable monthly in
                     advance on the closing date and on the
                     first day of each calendar month
                     thereafter.  The Borrowers will reimburse
                     ongoing out-of-pocket appraisal fees and
                     collateral audit fees.

Default Rates:   2% above the rate otherwise applicable

Collateral:      Lenders will have fully perfected priority
                 priming security interest in all existing and
                 after-acquired assets of the Borrowers.
                 However:

                 -- the first priority priming security interest
                    is subject to the approval of the Bankruptcy
                    Court and the consent of the Borrowers'
                    prepetition secured lenders and other
                    creditor constituencies;

                 -- all Collateral will be free and clear of
                    other liens, claims and encumbrances; and

                 -- each Collateral will include a pledge of all
                    the issued and outstanding capital stock of
                    the Debtors' subsidiaries.

Prepayments:     Customary mandatory prepayment (to be
                 negotiated) on disposition of assets, on sale
                 of equity, and for excess cash flow.

                 The Borrowers will be entitled to prepay and
                 terminate the Revolver, at any time, without
                 penalty.

Syndication:     GECC Capital Markets Group, Inc. may initiate
                 discussions with potential lenders regarding
                 their participation in the financing.  The
                 Borrowers agree to a closing schedule that
                 allows for the primary syndication of the
                 transaction before the closing.  However, the
                 success of the syndication is not contemplated
                 to be a condition precedent to the closing.

                 If at any time before the completion of the
                 syndication, GECMG determines that it may not
                 be able to sell down the financing to GE
                 Capital's desired hold position, then GE
                 Capital reserves the right to adjust the
                 pricing, structure and amount as GE Capital
                 deems appropriate to effect a successful
                 syndication.

                 In the event that GE Capital deems it necessary
                 to increase the pricing more than 100 basis
                 points or change the structure or amount in a
                 material way and, as a result, the Borrowers
                 decline to close the Financing, then GE Capital
                 will refund all fees the Borrowers paid, except
                 the actual out-of-pocket expenses actually paid
                 by GE Capital plus $750,000.

Other terms
& Conditions:    Among the additional terms and conditions are:

                 (1) Appraisals in form and substance acceptable
                     to GE Capital reflecting asset values at
                     levels acceptable to GE Capital;

                 (2) Minimum trailing twelve months EBITDA of
                     $115,000,000;

                 (3) Satisfactory proof that all Collateral
                     would be free and clear of other liens,
                     claims, and encumbrances, except permitted
                     liens and encumbrances acceptable to GE
                     Capital;

                 (3) Bankruptcy Court approval of the financing;

                 (4) No future interest on prepetition senior
                     secured debt will be paid;

                 (5) Financial covenants to include, but not
                     limited to, minimum EBITDA, maximum
                     leverage, minimum fixed charge coverage and
                     maximum capital expenditures; and

                 (6) Cash Management System acceptable to GE
                     Capital.  GE Capital will have full cash
                     dominion by  means of lock boxes and
                     blocked account agreements.


                     Objections & Responses

(1) Official Committee of Unsecured Creditors

The Creditors' Committee complains that the Debtors fail to
explain why a $300,000,000 replacement facility should be
pursued as opposed to some other amounts.  The Debtors also
failed to explain in any detail where the funds will be used.

The Committee also finds certain provisions of the Commitment
Letter disputable.  Given the uncertain direction of these
Chapter 11 proceedings, Neil B. Glassman, Esq., at The Bayard
Firm, in Wilmington, Delaware, contends that it is difficult to
understand how a $300,000,000 Replacement DIP Facility would be
satisfied.  A 3% closing fee is also excessive in light of the
term of the loan.  The Replacement DIP Facility would not extend
beyond December 31, 2003, and could mature before that date in
the event of a sale of substantially all of the Debtors' assets
or the effective date of a plan of reorganization.

Mr. Glassman also argues that it is premature to authorize the
Debtors to incur over $1,500,000 in due diligence and commitment
fee costs especially since it does not appear that the proposed
Replacement DIP Facility will provide a source of exit
financing. This is particularly true in light of the fact that a
Commitment Letter has not yet been negotiated.  At a minimum,
the Committee and other parties-in-interest should have the
opportunity to review and object to an actual Commitment Letter
that the Debtors may enter into.  "The Debtors cannot have a
Commitment Letter pre-approved," Mr. Glassman asserts.

The Committee also refutes the terms of the Letter Agreement,
which provides GE Capital with the ultimate discretion to raise
the pricing.  Mr. Glassman points out that the Debtors risk
receiving a $750,000 credit.

(2) Banc One Leasing Corporation

Banc One objects to the provisions of the Term Sheet to the
extent GE Capital's interest will prime the priority of its
security interest in the equipment that it is selling to the
Debtors in connection with the refinancing of its operating
lease.  William P. Bowden, Esq., at Ashby & Geddes, in
Wilmington, Delaware, explains that the Collateral provision of
the term sheet and the motion are not explicit if this is indeed
the case.

Banc One leases to the Debtors various construction equipment
pursuant to a November 29, 1999 Master Equipment Lease Agreement
and a related equipment schedule.  The Debtors and Banc One
dispute the nature of the Master Lease.  On June 14, 2002, the
Debtors commenced an adversary proceeding against Banc One,
seeking a declaration re-characterizing the Lease as a financing
agreement.  On the other hand, Banc One asserts a rental payment
default by the Debtors.  After several weeks of negotiation, the
Debtors and Banc One reached an agreement where Banc One will
finance the Debtors' purchase of certain items of equipment
previously leased by Banc One to them.

Mr. Bowden indicates that Fleet National Bank, as agent for the
lenders, agreed that as part of that agreement, the security
interest that the lenders would obtain in the equipment will be
subordinated to Banc One's priority security interest in the
equipment the Debtors are purchasing.  The parties expect to
present the agreement to the Court for approval at the omnibus
hearing on December 5, 2002.

(3) Fleet National Bank

Fleet does not object to the motion as long as any Final Order
that the Court issues will include this provision:

      "[t]he Authority granted by this Order is subject to the
      approval of the Majority Lender[s] ...."

Fleet is the agent for the Debtors' Lenders.

             GECC May Extend Current DIP Financing

In response the concerns raised by interested parties, Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., informs
the Court that the Debtors are currently seeking the Prepetition
Lenders' approval of the Replacement DIP Facility.  But for the
time being, Mr. DeFranceschi reports that the Debtors have
received another letter agreement from GE Capital for a possible
six-month extension of the Original DIP Facility.  The DIP
Facility Extension contemplates up to $75,000,000 in new
financing.

The Debtors' ability to pursue the Replacement DIP Facility is
subject to the Lenders' approval on or before 5:00 P.M. Boston
time on November 22, 2002.  "In the event the Prepetition
Lenders do not approve the Replacement DIP Facility by this
date, the Debtors have agreed not to pursue the Replacement DIP
Facility and to focus only their efforts on working with GE
Capital with respect to the DIP Facility Extension," according
to Mr. DeFranceschi.

Significantly, Mr. DeFranceschi indicates that GE Capital will
only proceed with due diligence and negotiations with respect to
the procurement of a DIP Facility Extension if the Debtors are
authorized by the Court to enter into the DIP Extension Letter
Agreement and pay certain fees and expenses.  The DIP Extension
Letter Agreement bears the same provisions as the Replacement
DIP Facility Letter Agreement, including the Debtors' payment of
a $500,000 Good Faith Deposit to GE Capital.

Mr. DeFranceschi also notes that, in light of the objections,
the Debtors will no longer seek approval of the Commitment
Letter and the payment of a Commitment Fee.  The Debtors will
file a separate motion to approve the Commitment Letter and
Commitment Fee in connection with a motion to approve either the
Replacement DIP Facility or the DIP Facility Extension once they
have obtained the requisite direction from the Prepetition
Lenders.

The terms of GE Capital' proposed DIP Facility Extension
include:

Borrowers:       NationsRent, Inc. and its subsidiaries

Arranger &
Syndication
Agent:           GE Capital

Lenders:         GE Capital and other lenders acceptable to it

Credit Revolver: $75,000,000 maximum, including a Letter of
                 Credit Sub-facility not less than $30,000,000

Term:            Loan will mature on the earliest to occur:

                 (1) the date on which the Borrowers sell all or
                     substantially all of their assets;

                 (2) the effective date of the Borrowers' Plan
                     of Reorganization; and

                 (3) June 30, 2003.

Amortization:    Due in full at the end of term

Use of Proceeds: General working capital purposes and the
                 refinancing of certain of the Debtors' existing
                 debt and operating leases

Availability:    The maximum permitted outstanding under the
                 Revolver will be the lesser of:

                 * 35% on the Borrowers' net Orderly Liquidation
                   Value of the equipment rental fleet plus 75%
                   of the eligible accounts receivable; and

                 * 3.0 times trailing twelve months adjusted
                   EBITDA.

Interest:        For all loans floating at the Index Rate --
                 higher of Prime or 50 basis points over Fed
                 Funds -- plus the applicable margins.

Applicable
Margins:         The Applicable Margins would apply so long as
                 any loan remains outstanding:

                 * Applicable Revolver Index Margin   2.0%
                 * Unused Facility Fee Margin         0.5%

Fees:            The Borrowers pay a variety of fees:

                 (A) Commitment Fee

                     $500,000 due and payable to GE Capital on
                     the issuance and acceptance of a commitment
                     letter;

                 (B) Closing Fee

                     1.5% of the total commitment and payable at
                     the closing, against which would be
                     credited the Commitment Fee.

                     One-half of the Closing Fee will be
                     credited against any closing fees which the
                     Borrowers may incur in connection with any
                     financing provided by the GE Capital
                     Funding unit of GE Capital in connection
                     with the Borrowers' Plan of Reorganization;

                 (C) Unused Facility Fee

                     0.5% per annum on the average unused daily
                     balance of the Revolver, payable monthly
                     in arrears;

                 (D) L/C fees

                     3.25% per annum of the aggregate amount of
                     any Letter of Credit outstanding; and

                 (E) Agency Fee

                     $20,000 per month, payable monthly in
                     advance on the closing date and on the
                     first day of each calendar month
                     thereafter.  The Borrowers will reimburse
                     ongoing out-of-pocket appraisal fees and
                     collateral audit fees.

Default Rates:   2% above the rate otherwise applicable

Collateral:      Lenders will have fully perfected priority
                 priming security interest in all existing and
                 after-acquired assets of the Borrowers.
                 However:

                 -- the first priority priming security interest
                    is subject to the approval of the Bankruptcy
                    Court and the consent of the Borrowers'
                    prepetition secured lenders and other
                    creditor constituencies;

                 -- all Collateral will be free and clear of
                    other liens, claims and encumbrances; and

                 -- each Collateral will include a pledge of all
                    the issued and outstanding capital stock of
                    the Debtors' subsidiaries.

Prepayments:     Customary mandatory prepayment (to be
                 negotiated) on disposition of assets, on sale
                 of equity, and for excess cash flow.

                 The Borrowers will be entitled to prepay and
                 terminate the Revolver, at any time, without
                 penalty.

Syndication:     GECC Capital Markets Group, Inc. may initiate
                 discussions with potential lenders regarding
                 their participation in the financing.  The
                 Borrowers agree to a closing schedule that
                 allows for the primary syndication of the
                 transaction before the closing.  However, the
                 success of the syndication is not contemplated
                 to be a condition precedent to the closing.

                 If at any time before the completion of the
                 syndication, GECMG determines that it may not
                 be able to sell down the financing to GE
                 Capital's desired hold position, then GE
                 Capital reserves the right to adjust the
                 pricing, structure and amount as GE Capital
                 deems appropriate in order to effect a
                 successful syndication.

                 In the event that GE Capital deems it necessary
                 to increase the pricing more than 100 basis
                 points or change the structure or amount in a
                 material way and, as a result,  the Borrowers
                 decline to close the Financing, then GE Capital
                 will refund all fees the Borrowers paid, except
                 the actual out-of-pocket expenses actually paid
                 by GE Capital plus $500,000.

Other terms
& Conditions:    Among the additional terms and conditions are:

                 (1) Appraisals in form and substance acceptable
                     to GE Capital reflecting asset values at
                     levels acceptable to GE Capital;

                 (2) Minimum trailing twelve months EBITDA of
                     $30,000,000;

                 (3) Satisfactory proof that all Collateral
                     would be free and clear of other liens,
                     claims, and encumbrances, except permitted
                     liens and encumbrances acceptable to GE
                     Capital;

                 (3) Bankruptcy Court approval of the Financing;

                 (4) No future interest on prepetition senior
                     secured debt will be paid;

                 (5) Financial covenants to include, but not
                     limited to, minimum EBITDA, maximum
                     leverage, minimum fixed charge coverage and
                     maximum capital expenditures; and

                 (6) Cash Management System acceptable to GE
                     Capital.  GE Capital will have full cash
                     dominion by  means of lock boxes and
                     blocked account agreements.

                          *     *     *

After due deliberation, Judge Walsh authorizes the Debtors to
enter into both the Replacement Facility Letter Agreement and
the DIP Extension Letter Agreement.  The terms of both Letter
Agreements, however, are subject to the approval of the Debtors'
Majority Lenders on or before 5:00 P.M. Boston time on November
22, 2002.  In the event the Majority Lenders do not approve the
Replacement DIP Facility, the Debtors will no longer pursue the
Replacement Facility.

The Debtors are also allowed to pay GE Capital a single Good
Faith Deposit of $500,000 in connection with the implementation
of the Letter Agreement with respect to a Replacement Facility
and the Letter Agreement related to the DIP Extension.
(NationsRent Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NAVIGATION VENTURES: Declares Recapitalization Effective Nov. 20
----------------------------------------------------------------
Navigator Ventures, Inc., (OTCBB:NVGV) announced its previously
recommended recapitalization is effective as of November 20,
2002. Each shareholder of Navigator will be entitled to a total
of 9 shares for each 1 share owned in the company as of that
date. The recapitalization will be reflected in the company's
stock price on Monday, November 25, 2002. The company structured
the recapitalization in connection with its acquisition of
Golden Apple Holding Company, Inc.

Golden Apple Holding Company was formed by seasoned insurance
executives to acquire existing books of insurance from insurance
companies that are restricted from writing new business by their
own capital constraints or by state regulators. The
opportunities identified by Golden Apple are a direct result of
the disaster of 9/11, previous substandard underwriting policies
of the targeted insurance companies, as well as their negative
investment returns of the past few years.

Golden Apple was incorporated in Florida, USA, in 2002 to take
advantage of a crisis in the domestic property and casualty
business, which has seen many small insurance companies that
service small to medium sized enterprises being restricted from
writing new or renewal policies because of past mistakes in
underwriting risks and losses in their investment portfolios.
The Company was formed to take advantage of these adverse
conditions for existing insurance companies, the reduction of
capacity and the resulting substantial increase in premium rates
for new insurance policies written.

                          *    *    *

In its Form 10-Q filed with Securities and Exchange Commission
on November 12, 2002, the Company stated:

"Our auditors have issued a going concern opinion. This means
that our auditors believe there is doubt that we can continue as
an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we
begin removing and selling minerals. Accordingly, we must raise
cash from sources other than the sale of minerals found on our
property. Our only other source for cash at this time is
investments by others in our company. We must raise cash to
implement our project and stay in business."


NEOFORMA INC: Fails to Meet Nasdaq Continued Listing Guidelines
---------------------------------------------------------------
Neoforma, Inc., (Nasdaq: NEOF) was notified by the Nasdaq
Listing Qualifications Department that it is not in compliance
with the requirements set forth in NASD Marketplace Rule
4310(C)(14) by not filing its Form 10-Q for the period ending
September 30, 2002, and that its common stock is, therefore,
subject to delisting from The Nasdaq Stock Market, Inc.  NASD
Marketplace Rule 4310(C)(14) requires that Nasdaq issuers timely
file their periodic reports in compliance with the reporting
obligations under the federal securities laws. The Company
intends to appeal the Staff's determination.

Within three weeks, the Company expects to complete the
restatements of its financial results for fiscal 2000 and 2001,
as well as the six months ended June 30, 2002, and file its
amended reports and the report for the quarter ended September
30, 2002. As previously announced, the restatement of the
Company's financial results for these periods is necessary in
connection with the re-audit of its prior financial statements
by its current auditors and has resulted in the delay of the
filing of the Company's quarterly report for the quarter ended
September 30, 2002. Neoforma's inability to file its report for
the third quarter is the only continued listing deficiency
alleged by the Staff. To the best of the Company's knowledge,
there are no other deficiencies, qualitative or quantitative,
that would prevent the Company's securities from continued
listing on Nasdaq. It is the Company's understanding that its
filing of the third quarter report with the SEC will cure the
only outstanding Nasdaq continued listing deficiency and will
allow the Company's securities to regain compliance with the
Nasdaq continued listing requirements and remain listed on
Nasdaq.

At the opening of business on November 21, 2002, Neoforma's
trading symbol, "NEOF," will be amended to include the fifth
character "E" to denote the Company's filing delinquency.
Neoforma intends to request an appeal hearing before a Nasdaq
Listing Qualifications Panel (the Panel) to review the Staff
determination in accordance with NASD Marketplace Rule 4820(a).
The time and place of such a hearing will be determined by the
Panel. Pursuant to the same NASD Marketplace Rule 4820(a), a
request for a hearing will stay the scheduled delisting of
Neoforma's securities pending the Panel's determination. Were
the Company not to request an appeal hearing before the Panel to
review the Staff's determination, its securities would be
delisted from Nasdaq at the open of business on November 29,
2002 without further notice.

Neoforma builds and operates Internet marketplaces that empower
healthcare trading partners to optimize supply chain
performance. Neoforma uses proven, scalable technologies to
provide customized marketplace solutions and services that
enable customers to maximize their existing technology and
supply chain relationships. Healthcare providers, leading group
purchasing organizations, manufacturers and distributors choose
Neoforma as their e-commerce partner. For more information,
visit the company's Web site at http://www.neoforma.com

At June 30, 2002, Neoforma's balance sheet shows that total
current liabilities exceeded total current assets by about $13
million.


NEWCOR: Files Reorganization Plan & Disclosure Statement in Del.
----------------------------------------------------------------
Newcor, Inc., and it debtor-affiliates filed their Plan of
Reorganization under Chapter 11 of the Bankruptcy Code and an
accompanying Disclosure Statement with the U.S. Bankruptcy Court
for the District of Delaware.  To purchase the full-text copy of
the Debtors' Disclosure Statement, go to:

  http://www.researcharchives.com/bin/download?id=021121023657

The Plan provides for a significant reduction of debt from the
Debtors' capital structure.  Specifically, the Plan provides for
the cancellation of $125 million of Senior Notes and a
distribution of $28 million of New Notes to holders of Allowed
Unsecured Claims.

The Debtors believe that through the Plan, holders of Allowed
Claims will obtain a greater recovery from the estates of the
Debtors than liquidating the assets under chapter 7 of the
Bankruptcy Code.  The Debtors believe that the Plan will afford
them the opportunity and ability to continue in business as a
viable going concern and preserve ongoing employment for the
Debtors' employees.

Newcor, Inc., along with its subsidiaries, design and
manufacture a variety of products, principally for the
automotive, heavy-duty, capital goods, agricultural and
industrial markets. The Company filed for chapter 11 protection
on February 25, 2002 Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones P.C. represents the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $141,000,000 in total assets and
$181,000,000 in total debts.


NRG ENERGY: Confirms South Central Generating Debt Acceleration
---------------------------------------------------------------
NRG South Central Generating LLC, a wholly owned subsidiary of
NRG Energy, Inc., received a notice of acceleration from the
bond trustee, on behalf of bondholders, for its 8.962 percent
senior secured series A-1 bonds due 2016 and its 9.479 percent
senior secured series B-1 bonds due 2024. The notice of
acceleration renders the approximately $750 million in debt,
which is nonrecourse to NRG Energy, immediately due and payable.

Based on discussions with the bondholders, it is NRG's
understanding that the bond trustee issued the acceleration
notice to preserve certain rights, and NRG continues
negotiations with bondholders.

"We will continue to work with our lenders toward an overall
restructuring of NRG's debt," said Richard C. Kelly, NRG
president and chief operating officer. "We do not believe that
the NRG South Central Generating bondholders' action will
negatively affect the course of those discussions."

NRG South Central Generating defaulted on the bonds when it did
not make approximately $47 million in combined principal and
interest payments, due September 15, on the two bond issuances
and did not make the required payments before the 15-day grace
period expired.

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

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


NRG ENERGY: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: NRG Energy, Inc.
                901 Marquette Ave., Suite 2300
                Minneapolis, Minnesota 55402

Involuntary Petition Date: November 22, 2002

Case Number: 02-33483                Chapter: 11

Court: Eastern District of Texas     Judge: Gregory Kishel
       (Beaumont)

Petitioners' Counsel: Counsel for Brian Bird
                      William I. Kampf
                      Kampf & Associates, P.A.
                      821 Marquette Avenue, Suite 901
                      Minneapolis, MN 55402
                      Tel: 612-339-0522

                               -and-

                      Counsel for Leonard A. Bluhm
                      William O'Brien
                      Miller-O'Brien
                      120 S. Street, Suite 2400
                      Minneapolis, MN 55402
                      Tel: 612-333-5831

Petitioners: John A. Noer
             6 Pearson Place,
             N. Oaks, MN 55127

                  -and-

             David H. Peterson
             10720 Mississippi Blvd.,
             Coon Rapids, MN 55433

                  -and-

             Brian Bird
             22 Van Tassel Avenue,
             Stillwater, MN 55082

                  -and-

             Leonard A. Bluhm
             1852 Magnolia La
             N. Plymouth, N 55441

                  -and-

             Craig A. Mataczynski
             12282 Coffee Tr.
             Rosemount, MN 55068

Amount of Claim: $23,531,862


OAKWOOD HOMES: Drew Industries Resumes Shipment of Home Products
----------------------------------------------------------------
Drew Industries Incorporated (Amex: DW) has resumed shipments of
manufactured home products to Oakwood Homes Corporation, which
filed for Chapter 11 bankruptcy last week.  Oakwood represented
less than five percent of Drew's consolidated sales during the
twelve months ended September 30, 2002.

Greensboro, N.C.-based Oakwood Homes, a producer and retailer of
manufactured housing, filed the Chapter 11 petition as part of
the restructuring of its debt and guarantee obligations.  In a
press release issued Friday, November 15, Oakwood's CEO said
Oakwood's expectation is to operate on a "business as usual"
basis.  Oakwood currently owes Drew subsidiaries an aggregate of
less than $1 million for manufactured housing components sold
and delivered to Oakwood.  A portion of this receivable from
Oakwood is covered by Drew's allowance for doubtful accounts.

The U.S. Bankruptcy Court in Wilmington, Delaware authorized
Oakwood to utilize a $15 million interim cash collateral line of
credit until debtor-in-possession financing is arranged.  Based
upon this authorization, Drew's Kinro and Lippert operating
subsidiaries have agreed to resume shipments to Oakwood on
mutually acceptable terms.

"Oakwood has always been a valued customer, and we are
comfortable shipping them manufactured housing components during
their restructuring," said Leigh J. Abrams, President and CEO of
Drew.  "However, we will closely monitor Oakwood's bankruptcy
proceedings and regularly assess our position and options as an
important supplier to Oakwood.

"We are aware that bankruptcy may impact Oakwood's market share
position. Yet, given the status of Kinro and Lippert as key
suppliers to virtually all of the other manufactured housing
companies, we do not expect our business to be materially
impacted over the long-term."

Drew, through its wholly-owned subsidiaries, Kinro and Lippert
Components, supplies a broad array of components for
manufactured homes and RV's. Manufactured products include
windows and screens, doors, chassis, chassis parts, chassis
slide-out systems, bath and shower units, roofing and new and
refurbished axles.  The Company also distributes new and
refurbished tires. From 40 factories located throughout the
United States and one factory in Canada, Drew serves most major
national manufactured home and RV manufacturers in an efficient
and cost-effective manner.  Additional information about Drew
and its products can be found at http://www.drewindustries.com

DebtTraders reports that Oakwood Homes Corp.'s 7.875% bonds due
2004 (OH04USR1) are trading at 20 cents on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OH04USR1for
real-time bond pricing.


PACIFIC GAS: Judge Okays Retention of UBS as Capital Arranger
-------------------------------------------------------------
After due deliberation, Judge Montali authorizes the Unsecured
Creditors Committee in the Chapter 11 cases of Pacific Gas &
Pacific Gas and Electric Company and its debtor-affiliates, and
the California Public Utilities Commission to retain UBS Warburg
LLC as their financing and capital market arranger in connection
with the financing of the First Amended Chapter 11 plan.  A
Second Amended CPUC/Committee Plan has been filed with the
Court, but documents are not yet available as of press time.

Judge Montali also waives the 10-day automatic stay under Rule
7062 of the Federal Rules of Bankruptcy Procedure, if
applicable, and directs PG&E to pay UBS Warburg its $2,000,000
retainer fee. However, the Court denies the request of both the
Committee and the Commission to pay UBS Warburg $250,000 for
fees and expenses incurred in connection with previous
engagement letters, without prejudice to UBS Warburg seeking
reimbursement of those fees and expenses on separate
applications to the Court.

                          *   *   *

As previously reported, in June 2002, the CPUC engaged UBS
Warburg to arrange for the financings required by its Plan.  UBS
Warburg is a subsidiary of UBS AG, a global integrated
investment services firm with invested assets of approximately
$1.47 trillion under management.

Pursuant to the Engagement Letter, UBS Warburg is expected to:

(a) assist the Committee and the Commission in analyzing,
    structuring, negotiating and effecting any financing by PG&E
    of the Commission/Committee Plan;

(b) provide financial and market-related advice and assistance
    with respect to the financing of the Commission/Committee
    Plan; and

(c) act as book-running lead manager for any capital markets
    financings of debt, equity, equity-linked and/or preferred
    securities to be executed by the Debtor or by PG&E
    Corporation pursuant to the Commission/Committee Plan.

                           Compensation

UBS Warburg is to be paid in stages:

(a) Retainer fees payable in two parts:

    (1) $2,000,000 promptly upon the effectiveness of the
        Engagement Letter; and

    (2) a $150,000 monthly fee, payable on the first day of
        each month, for the period from March 1, 2003 through
        the earlier of December 31, 2003 or the end of the Term.

    In addition, UBS Warburg will receive an additional
    $6,000,000 upon the delivery to the Proponents of the UBS
    Warburg Financing Proposal.

(b) Commitment Fees:

    Following the delivery of the UBS Warburg Financing Proposal
    and the payment of the fee relating to it, the Proponents
    may request that UBS Warburg deliver a binding commitment to
    acquire some or all of the securities to be issued under the
    Commission/Committee Plan that are not sold to third
    parties.

    UBS Warburg will deliver the UBS Warburg Commitment subject
    to, among other things:

    (1) then existing market conditions,

    (2) the financial performance and credit quality of the
        Debtor, and

    (3) the terms and conditions of each class or series of the
        securities to be acquired, being acceptable to UBS
        Warburg.

    Before delivery of the UBS Warburg Commitment, the
    Commitment Fee to be paid to UBS Warburg will be agreed to
    by the Proponents, and approved by the Court.  The UBS
    Warburg Commitment will also be subject to pricing and other
    terms and conditions normally included in this kind of
    arrangements in similar contexts, including compliance with
    applicable law and regulations.  The UBS Warburg Commitment
    will not be delivered prior to the Proponents' obtaining
    Bankruptcy Court approval for it and for the payment of the
    Commitment Fee agreed between UBS Warburg and the
    Proponents.  UBS Warburg reserves the right to syndicate the
    UBS Warburg Commitment.

(c) Consummation Fee:

    At the time of the occurrence of a Consummation Transaction
    with respect to PG&E, UBS Warburg will receive a
    Consummation Fee equal to $60,000,000, minus up to
    $60,000,000 of:

        (i) the cumulative Commitment Fees previously paid to
            UBS Warburg; and

       (ii) the portion of any underwriting commissions retained
            by UBS Warburg in its capacity as lead manager or
            co-manager of any underwritten financing in
            connection with the Consummation Transaction.

    A Consummation Transaction includes the consummation of any
    reorganization or restructuring of the PG&E liabilities
    other than:

    (a) any plan of reorganization that results in the
        disaggregation of PG&E into separate business entities
        with the effect of substantially removing from the
        Commission its authority under current law to regulate
        the rates of those entities; or

    (b) any plan of reorganization with respect to which the
        Commission does not agree or that does not involve the
        sale of debt or equity securities to make distributions
        to holders of allowed claims.

Whether or not any financing transaction is consummated, UBS
Warburg will be entitled to reimbursement of reasonable expenses
incurred by UBS Warburg in entering into and performing services
pursuant to the Engagement Letter, including the reasonable
fees, disbursements and other charges of its legal counsel, and
including expenses incurred in connection with two previous
letter agreements with the Commission. (Pacific Gas Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PEREGRINE SYSTEMS: Completes Remedy Sale to BMC for $355 Million
----------------------------------------------------------------
Peregrine Systems, Inc., (OTC: PRGNQ) announced completion of
the sale of the Remedy business unit to BMC Software, Inc.,
(NYSE: BMC).  Under terms of the sale, BMC Software acquired
Remedy's assets for $355 million and assumed certain operating
liabilities.

"[Thurs]day's sale marks a significant milestone for Peregrine,"
said Gary Greenfield, Peregrine's CEO.  "Looking ahead, we
intend to build on Peregrine's product leadership at the
forefront of the Consolidated Service Management market.

"We will be focusing on our core competency -- helping
organizations unlock the value of the enterprise by improving
service delivery across the business," continued Greenfield.
"Our application software reduces costs and improves the
productivity of people and capital by automating best practice
processes for service, change and asset management of the
technology infrastructure and beyond.  These disciplines are
critical to companies as they seek ways to do more with less."

Peregrine's sale of its Remedy business unit was undertaken as
part of a court-approved auction conducted on Nov. 1, 2002.  BMC
Software's bid was approved by the court as the highest and best
offer.  Peregrine Systems, Inc., and Peregrine Remedy, Inc.,
filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code on Sept. 22, 2002 in the U.S.
Bankruptcy Court for the District of Delaware in Wilmington.
The proceeds of the sale will be used, in part, to repay the $54
million in debtor-in-possession financing drawn from the
facility provided by BMC Software to Peregrine.

Founded in 1981 and headquartered in San Diego, Calif.,
Peregrine Systems is the leading provider of Consolidated
Service Management solutions.  The company's software helps
enterprises increase productivity, reduce costs, and accelerate
ROI by automating business processes for service, change and
asset management.  Customers benefit from improved delivery of
business services across the enterprise.  The company's software
suites include ServiceCenter(R) and AssetCenter(R), with
Employee Self Service, Automation and Integration product lines
complementing these flagship offerings.


PSC INC: Files Prepackaged Chapter 11 Case in S.D.N.Y.
------------------------------------------------------
PSC Inc. (OTCBB: PSCX), a global provider of integrated data
collection solutions and services, announced that affiliates of
Littlejohn & Co., L.L.C., a private equity firm, purchased all
of the Company's senior and subordinated debt, with the
intention of converting a significant portion of this debt into
equity through a financial reorganization.

The amount of acquired senior and subordinated debt totals
approximately $124 million. PSC also announced that, as part of
the restructuring, an affiliate of Littlejohn will provide a
debtor-in-possession loan facility of up to $20.0 million.

In order to implement the restructuring, PSC filed a voluntary
petition for reorganization under Chapter 11, together with a
pre-negotiated plan of reorganization jointly proposed with
Littlejohn for its emergence from Chapter 11. The Chapter 11
filing will exclude PSC's international operations and will not
have any effect on customers, employees or trade creditors.

The plan of reorganization calls for Littlejohn to convert a
significant portion of the debt that it acquired into new equity
which will substantially reduce the Company's debt. All of PSC's
existing preferred and common stock will be canceled. Following
the transaction, PSC will become a private company.

"The agreement with Littlejohn is excellent news for our
customers worldwide because it means that the cloud of
uncertainty that has created doubts about our long-term
viability has been swept away. Customers can continue to
purchase our products, with the knowledge that we will be able
to continue to provide superior service, product upgrades and
the flow of technological innovations that have come to
distinguish us in the marketplace," said President and CEO Ed
Borey.

"I want to assure our customers worldwide that there will be no
interruption in our ability to continue to serve their needs and
meet our commitments to them as we complete our restructuring,"
Borey said. "Our current management team will remain in place,
and there will be no changes in our customer support personnel.
In short, we remain committed to serving our existing customers,
renewing current contracts and writing new business."

"For our employees it means that PSC will be able to continue as
an independent company, with a strengthened balance sheet and
supportive new ownership that believes in the Company's future.
Employees will continue to be paid as always and there will be
no change in their benefits," said Borey. "The agreement is also
excellent news for our trade creditors because the Company and
Littlejohn have requested permission from the bankruptcy court
to continue to pay all suppliers in the ordinary course of
business for both pre- and post-Chapter 11 obligations."

Borey said that the Company's international operations are
excluded from the filing. "We are aware that Chapter 11 has a
vastly different connotation outside the U.S. and want to assure
our international customers and suppliers that there will be no
impact on our ability to support our international operations
while we complete our restructuring. Rather, we will be a much
stronger company on a worldwide basis as a result of today's
action because any uncertainties relating to the financial
condition of the parent company will have been removed."

Borey said that the restructuring marks the successful
conclusion of a five-part plan that sought to:

     --  Attract and hire new executive management for the
         Company

     --  Stabilize the Company's cash flow by eliminating
         duplication and reducing administrative costs by
         consolidating all operations into Oregon

     --  Sell or dispose of unprofitable or non-core operations
         that were not part of the Company's long-term strategic
         direction

     --  Revitalize our distribution strategy to focus on direct
         sales demand creation and emphasize new product
         development

     --  Create a Strategic Plan for the new PSC, reduce debt
         and attract new equity capital

"[Fri]day marks a new beginning for PSC that will allow the
Company to move forward with a strengthened balance sheet and
increased financial flexibility. The Company's issues have been
financial, not operational, and this investment will provide it
with a capital structure that will enhance, not inhibit, growth
so PSC can build upon what has already been accomplished and
develop to its fullest potential," said Michael Klein, President
of Littlejohn & Co., LLC.

PSC Inc., filed its voluntary petition for reorganization under
Chapter 11 in the U. S. Bankruptcy Court for the Southern
District of New York in Manhattan.

PSC provides innovative data-collection solutions for the retail
supply chain worldwide. Its range of products includes mobile
and wireless data-capture terminals, warehouse management
software, self-checkout systems, and fixed-position and handheld
bar code scanners. PSC products are used to improve efficiency,
speed and agility in the retail, and warehouse and distribution
sectors. PSC and Magellan are registered trademarks of PSC Inc.
All other brand and product names may be trademarks of their
respective companies. Headquartered in Portland, Oregon, PSC has
major manufacturing facilities in Eugene Oregon, as well as
sales and service offices throughout the Americas, Europe, Asia
and Australia. Additional information is available by visiting
http://www.pscnet.comor calling 1-800-695-5700.

Littlejohn & Co., LLC is a private investment firm based in
Greenwich, Connecticut that makes control equity investments in
mid-sized companies which could benefit from an operational or
financial restructuring. Founded in 1996, the firm manages
investment funds totaling $730 million.


PSC INC: Ch. 11 Case Summary & 23 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: PSC Inc.
             P.O. Box 20091
             D.H.C.C
             New York, New York 10017

Bankruptcy Case No.: 02-15876

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     -----                                     --------
     PSC Scanning, Inc.                        02-15877

Type of Business: Manufacturer of bar code scanning equipment
                  and portable data terminals for retail market
                  and supply chain market.

Chapter 11 Petition Date: November 22, 2002

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: James M. Peck, Esq.
                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, NY 10022
                  Tel: (212) 756-2000
                  Fax : (212) 593-5955

Total Assets: $130,051,000

Total Debts: $159,722,000

Debtor's 23 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
LJ Subscanner Holdings,    Note                   $30,000,000
Inc.
Littlejohn & Co. L.L.C.
115 East Putnam Avenue
Greenwich, CT 06830
Attn: Michael Klein

Wincor Nixdorf             Trade Debt              $2,140,706

Pan Int'l Electronics      Trade Debt              $2,093,398
Seberang Jaya Industrial
Estate
Prai 13700 My
Attn: Sl Yeap

Lyon & Lyon                 Trade Debt             $1,398,325
633 West 5th Street
Suite 4700
Los Angeles CA 90071-2066
Phone: 213-489-1600
Fax: 213-955-0440
Attn: Trish Lopez

Ayase Ltd.                  Trade Debt             $1,377,871
3-18-5 Shin-Yokohama,
Kouhoku-Ku
Yokohama, 222-0033 Jp
Attn: Michiko Hakozaki (Mkoo)

Kaso Plastics               Trade Debt               $719,166
Suite 110
Vancouver, Wa 98682
Attn: Nita Lenard

Arrow Electronics - Cas     Trade Debt               $521,630
P.O. Box 60000
San Francisco, Ca 94160-1174
Attn: Lorie

Optrex America Inc.         Trade Debt               $303,378
46723 Five Mile Road
Plymouth, Mi 48170-2422
Attn: Karem Harris

Accra-Fab Inc.              Trade Debt               $273,098
P.O. Box 824
Liberty Lake, WA 99019
Attn: Dawn

Chicago White Metal         Trade Debt               $243,492

Mettler-Toledo, Inc.        Trade Debt               $233,980

Shinei USA Inc.             Trade Debt               $229,083

Phihong USA                 Trade Debt               $222,915

Abrisa                      Trade Debt               $209,478

Xpedx                       Trade Debt               $196,417

Western Electronics, LLC    Trade Debt               $194,157

TTI                         Trade Debt               $187,496

Shinano Kenshi Corporation  Trade Debt               $182,593

C & M Corporation           Trade Debt               $164,058

Arrow Electronics - CAS     Trade Debt               $161,804

National Semiconductor      Trade Debt               $130,638

Symbol Technologies Inc.    Note                       $1,692


ROCKPORT HEALTHCARE: Auditors Express Going Concern Doubt
---------------------------------------------------------
Rockport Healthcare Group, Inc., is a management company
dedicated to developing, operating and managing a network
consisting of healthcare providers and medical suppliers that
serve employees with work-related injuries and illnesses.
Rockport offers access to one of the most comprehensive
healthcare networks at a local, state or national level for its
clients and their customers. Typically, Rockport's clients are
property and casualty insurance companies, employers, bill
review/medical cost containment  companies, managed care
organizations, software/bill review companies and third party
administrators.

The Company contracts with physicians, hospitals and ancillary
healthcare providers at rates below the maximum allowed by
applicable state fee schedules or if there is no state fee
schedule, rates below usual and customary charges for work-
related injuries and illnesses. The Company generates revenue by
receiving as a fee, a percentage of the medical cost savings
realized by its clients.  The medical  cost savings realized by
its clients is the difference between the maximum rate allowed
for workers' compensation claims in accordance with the state
allowed fee schedules or usual and customary charges and the
discounted rates negotiated by the Company with its healthcare
providers.

The Company has an accumulated deficit in shareholders' equity
of $705,869 as of September 30, 2002.  This matter raises
substantial doubt about the Company's ability to continue as a
going concern.

The Company has funded its operations through the sale of
Company common stock, borrowed funds from outside sources and
converted employee and director debt to common stock of the
Company. On June 11, 2001, the Company's Board of Directors
approved the issuance of an aggregate principal amount of
$1,000,000 in the form of three-year 10% convertible
subordinated unsecured notes.  The notes are  convertible at the
average of the high bid and low ask stock quotations on the date
of funding and interest is payable quarterly out of available
cash flow from operations as determined by the Company's Board
of Directors, or if not paid but accrued, will be paid at the
next fiscal quarter or at maturity.  As of September 30, 2002,
of the three-year convertible subordinated unsecured notes, the
Company had issued notes to a director and a former director in
the aggregate amount of $350,000 and an individual in the
aggregate amount of $250,000, for total borrowings of $600,000.
These notes are convertible into Company common stock at
conversion prices ranging from $.325 to $.36 per share anytime
prior to June and October 2004. The conversion price of $.325
was determined by the average of the high bid ($.36) and low ask
($.29) stock quotations on the date of funding.  The conversion
price of $.36 was determined by  the average of the high bid
($.39) and low ask ($.33) stock quotations on the dates of
funding.  As a  result, there are no beneficial conversion
features associated with these notes.

Management believes that the necessary funding to implement the
Company's business plan has been  obtained and that no
additional funding is required.  However, at the present time,
the Company does  not have any significant credit facilities
available with financial institutions or other third  parties
and if additional funding is required, it will be dependent upon
external sources of financing  or loans from its officers,
directors and shareholders.  Should the Company experience a
shortfall in operating cash flow, the Company may not be able to
proceed prospectively, and therefore, would no longer anticipate
being a going concern.

The Company currently manages the payment of its current
liabilities and other obligations on a monthly basis as cash
becomes available.  Net cash used in operating activities for
the six months ended September 30, 2002, was $36,706 compared
with net cash used in operating activities of $494,310 for the
six months ended September 30, 2001. The Company collected an
account receivable on October 1, 2002 totaling $115,425 relating
to August 2002.  This receivable normally would have been
collected in September which would have provided the Company
with operating cash flow for the six months ended  September 30,
2002 of $78,719.  Based upon net cash used in operating
activities of $36,706, this was an improvement of $457,604 over
the prior year six-month period.  The primary components of net
cash used in operating activities for the 2002 period were net
income of $176,421, non-cash charges of $27,602,  and increases
in accounts payable and other current liabilities of $29,954 and
$162,780, respectively, which was partially offset by an
increase in accounts receivable of $421,395, increases in
prepaid items of $8,118 and decreases in amounts due to
directors, officers and employees of $3,950.  During the 2001
period, the Company issued $500,000 principal amount of its
three-year 10% convertible subordinated unsecured notes, made
repayments of existing notes of $15,476 and sold common stock
and raised $23,333 representing the decrease in the current six-
month period of cash provided by financing activities.


SOCKET COMMS: Need to Raise New Funds in 2003 to Continue Ops.
--------------------------------------------------------------
Socket Communications Inc., is a leading supplier of connection
products to the handheld computing market and it also supports
the notebook computing markets. Total revenues for the three and
nine months ended September 30, 2002 of $3.7 million and $12.3
million, respectively, represented increases of 22% and 40% over
revenues of $3.0 million and $8.8 million for the corresponding
periods a year ago.  Its products cover a wide range of
connection solutions in four product families:

Socket's connectivity products are plug-in CompactFlash or PC
Card input/output cards that connect handheld computers or
notebooks, either wirelessly or over a cable, to wide area
networks through a mobile phone or telephone, to local area
networks, and to other electronic devices to reach the Internet,
send and receive email, or communicate with electronic
appliances such as desktop computers or printers. Its plug-in
wireless connectivity products consist of Bluetooth and Wireless
LAN cards. Its plug-in wired connectivity cards consist of
mobile phone connection cards, Ethernet cards and modems. Its
Bluetooth, digital phone and Ethernet plug-in cards also work
with notebooks. Socket's bar code scanning products plug into
handheld computers or notebooks through the CompactFlash or PC
Card slot and turn handheld computers or notebooks into portable
bar code scanners, including traditional linear bar code
scanners and PDF417 scanners.  Its peripheral connection
products add one to four serial ports to a notebook or handheld
computer, plugging in through the PC Card or CompactFlash card
slot to allow the attachment of peripheral devices or attachment
to other electronic devices.  Its embedded products     and
services provide internal connections for electronic devices and
include Bluetooth modules, sale of its proprietary interface
chips for use in third party electronic products, engineering
design-win services to assist customers in integrating its
embedded products, and related developer kits.

Although the Company believes that it is well positioned for
revenue growth, it has incurred significant quarterly and annual
operating losses in every fiscal period since its inception, and
it may continue to incur quarterly operating losses at least
through the fourth quarter of 2002 and possibly longer. The
Company has historically needed to raise capital to fund its
operating losses. The Company believes that its cash balances
are adequate to fund operations through at least the fourth
quarter of 2002, but are not adequate to fund operations through
fiscal 2003. Socket raised additional capital in the first
quarter of 2002 and also in October of 2002. It intends to fund
operations and to strengthen working capital balances through
borrowings on its bank line as the level of accounts receivable
securing the  bank line permits, through development funding
from development partners, and from the sale of capital stock.
There are no assurances that such capital will be available on
acceptable terms, if at all. Any inability to obtain such
funding could require the Company to significantly reduce or
suspend operations, sell additional securities on terms that are
highly dilutive to investors or otherwise have a material
adverse effect on the Company's financial condition or operating
results.

Socket's independent auditors included an explanatory paragraph
in their report in its amended Annual Report on Form 10-K/A for
the year ended December 31, 2001, expressing substantial doubt
about the Company's ability to continue as a going concern.
Socket will need and intends to raise additional capital in 2003
to fund its operations and to strengthen its working capital
balances, which, as stated above, it intends to accomplish
through the issuance of additional equity securities, through
increased borrowings on its bank lines as the level of accounts
receivable permits, and through development  funding from
development partners. However, there can be no assurances that
it will meet any of these objectives. In the event it is unable
to raise sufficient additional capital to meet its requirements,
the Company may not be able to continue some, or all, of its
current operations.


SOLID RESOURCES: Plan of Arrangement Declared Effective
-------------------------------------------------------
Alvin Harter, President and CEO of Solid Resources Ltd.
(TSXV:SRW), announced that the Company has begun the
implementation of its Plan of Arrangement and Compromise.

Harter reported that cheques were being distributed to satisfy
the cash portion of the Plan and that a treasury order for
shares would soon be prepared.

The balance of the debt is to be paid in shares and will be
valued at a price of $0.73 per share. This price was determined
by the weighted average for the ten day period preceding the
Plan Implementation Date.


SOUTHERN UNION: Southern Star to Manage Unit's Central Pipeline
---------------------------------------------------------------
Southern Union Company (NYSE:SUG) announced that its wholly-
owned subsidiary, Energy Worx, Inc., has entered into a multi-
year agreement with Southern Star Central Corp., to manage its
recently acquired Central Pipeline. Southern Star is a private
equity fund sponsored by American International Group, Inc.

Southern Star's purchase of the Central Pipeline from the
Williams Companies, Inc., closed November 15, 2002. The 6,000-
mile interstate pipeline transports natural gas from Kansas,
Oklahoma, Texas, Wyoming and Colorado to markets in the Midwest.
The system's design capacity is 2.3 billion cubic feet per day,
with an annual throughput of 337.5 trillion British thermal
units.

Southern Union President and Chief Operating Officer Thomas F.
Karam stated, "The agreement signed today marks yet another step
in our strategy to re-deploy our assets and personnel to
capitalize on current opportunities in the energy market. The
Energy Worx team has considerable, demonstrated operating
experience in the natural gas distribution and transmission
sectors. We look forward to working closely with AIG and the
existing Central team to operate one of the finest pipelines in
the nation." Mr. Karam added, "The Company continues to actively
explore opportunities available in the energy industry and
expects to make additional announcements in the near future."

Mr. Karam announced the appointment of David W. Stevens as
President and Chief Operating Officer of Energy Worx. Mr.
Stevens has been Executive Vice President and Chief of Utility
Operations for Southern Union since May 2001 and President of
its Austin-based division, Southern Union Gas, since June 1998.
From 1996 to 1998, Mr. Stevens served as Vice President of Sales
and Operations for Southern Union Gas. Prior to that, he held
various professional responsibilities in the management and
operations of Southern Union's transmission and exploration and
production subsidiaries. Mr. Stevens joined the Company in 1984.
He is a Registered Professional Engineer.

The Energy Worx management group will maintain offices in
Owensboro, Kentucky, and Austin, Texas.

Southern Union recently announced plans to sell its Southern
Union Gas division and related Texas assets to ONEOK, Inc. for
$420 million in cash. The transaction is expected to close
following clearance by the Federal Trade Commission under the
Hart-Scott-Rodino Act and approval by certain Texas
municipalities.

Southern Union Company (NYSE:SUG) is an international energy
distribution company serving approximately 1.5 million natural
gas customers through its major operating divisions in Texas,
Missouri, Pennsylvania, Rhode Island, Massachusetts and Mexico.
In addition to controlling several intrastate natural gas
pipelines in Texas, Southern Union also owns and operates
electric generating facilities in Pennsylvania. For further
information, visit http://www.southernunionco.com

As reported in Troubled Company Reporter's October 18, 2002
edition, Southern Union entered into a definitive agreement with
ONEOK, Inc., of Tulsa, Oklahoma, to sell its Southern Union Gas
Company Texas division and related assets to ONEOK for
approximately $420 million in cash.

In its June 30, 2002 balance sheets, Southern Union Company
recorded that its total current liabilities eclipsed its total
current assets by about $186 million.


SPORTS AUTHORITY: Third Quarter Net Loss Stays Flat at $4.2 Mil.
----------------------------------------------------------------
The Sports Authority, Inc. (NYSE:TSA), the nation's largest
full-line sporting goods retailer, reported that in the
seasonally soft third quarter ended November 2, 2002, the
Company recorded a net loss of $4.2 million. In the comparable
period of the prior year, the Company recorded a net loss of
$4.5 million.

Sales for the third quarter were $309.3 million, an increase of
1.5% over sales of $304.8 million for the third quarter last
year. Comparable store sales increased by 0.4%.

Marty Hanaka, Chairman and Chief Executive Officer commented,
"Our third quarter performance was defined by four factors:
slightly positive comparable store sales, strong merchandise
margins, a higher inventory shrink rate and lower interest
expense. We are pleased to have achieved slightly positive
comparable store sales in this period of curtailed consumer
spending. Merchandise margins continued to improve nicely due to
better buying and inventory management, but were offset by a
higher inventory shrink rate. We have strengthened our asset
protection procedures in merchandising and store operations and
should see improving shrink trends early next year. Interest
expense continued to run substantially below last year due to
lower borrowing levels and lower interest rates."

Hanaka also noted that the Company's third quarter income
statement reflected $700,000 of pre-opening and grand opening
expenses associated with three new stores. The balance sheet
continued to improve with year-over-year inventory per square
foot declining 6.2% and debt decreasing $42 million.

                    Fourth Quarter Guidance

The Company affirmed its fourth quarter guidance of $0.50 to
$0.53 per diluted share, before a $35 to $40 million, or $1.03
to $1.17 per diluted share, non-cash tax benefit related to the
reestablishment of certain deferred tax assets. "While we cannot
predict consumer behavior during the important holiday selling
season, The Sports Authority is positioned better than ever to
serve its customers," added Hanaka.

                    Committed Line of Credit
         and Receipt of $9.5 Million for Mortgage Notes

The Sports Authority also announced that it has extended its
$335 million committed line of credit from September 2003 to
September 2006. Enhancements to the facility include an improved
interest rate pricing grid and a provision permitting limited
stock repurchases. However, the Company remains subject to a
limitation on stock repurchases in connection with Kmart's
guaranty of a number of Company store leases. The Kmart
guaranties are expected to be discharged in Kmart's bankruptcy
proceedings, which would also terminate the limitation on The
Sports Authority's ability to repurchase its stock.

During the third quarter, the Company received $9.5 million for
mortgage notes secured by two of The Sports Authority stores,
which had been "put" to the Company in January as a result of
the Kmart bankruptcy filing. The Sports Authority assisted the
landlord of the two stores in refinancing the notes at favorable
terms, thereby enabling the landlord to pay off the mortgage
notes held by the Company. The proceeds were used to further
reduce borrowings under the Company's committed line of credit.

"In the last three years we have dramatically improved The
Sports Authority's capital structure, reducing debt as a
percentage of capitalization from 69% to an expected 40% range
by the end of this fiscal year. The extension of our committed
line of credit at improved terms in a tightening credit market
is one of the benefits derived from our stronger balance sheet,"
commented George Mihalko, Vice Chairman and Chief Financial
Officer.

     Strategic Supply Chain Redesign/New Distribution Center

Over the next 18 months, The Sports Authority will gradually
convert its supply chain from a flow-through to a reserve
storage methodology. Reserve storage will enable the Company to
concentrate certain inventory categories from over 200 stores
into its distribution centers, with a planned reduction of
overall inventory levels by over $30 million. As part of this
strategic initiative, the Company has entered into a long-term
lease for a 416,000 square foot distribution center in New
Jersey. Commencement of operations is scheduled for the second
quarter of 2003.

"This initiative will enable us to replenish the market-specific
assortments of our stores more precisely and timely. It
represents another step in our continuing efforts to improve
customer service. Also, the expected working capital savings of
over $30 million will help fund our store remodeling program and
new store growth," concluded Hanaka.

The Sports Authority, Inc., is the nation's largest full-line
sporting goods retailer operating 204 stores in 33 states. The
Company's e-tailing Web site http://www.thesportsauthority.com
is operated by GSI Commerce Solutions, Inc. under a license and
e-commerce agreement. In addition, a joint venture with AEON
Co., Ltd., operates 38 "The Sports Authority" stores in Japan
under a licensing agreement. The Sports Authority is a proud
sponsor of the Boys & Girls Clubs of America.

                         *    *    *

As previously reported, Moody's Investors Service placed The
Sports Authority, Inc., on review for possible ratings upgrade
following the company's registration statement to sell common
equity, whose proceeds will be used to reduce debt.

Affected Ratings are:

     * Senior implied rating of B2

     * $335 million senior secured revolving credit facility
       rated B2

     * Senior unsecured issuer rating of B3.

The rating outlook has been positive based on improving
fundamental operating trends.


STERLING CASUALTY: S&P Hatchets Financial Strength Rating to Bpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Sterling Casualty
Insurance Co., to 'Bpi' from 'BBpi' reflecting the concentration
in both equities and the California auto market, declines in
surplus, and current liquidity.

Based in Newport Beach, Calif., this company writes mainly
private passenger auto with a specialization in nonstandard auto
market. All of the company's business lies within its only
licensed state of California. Its products are distributed
through independent general agents and brokers including the
company's captive broker affiliate, Dashers Insurance Services.
The company, which began business in 1982, is wholly owned by H
& H Agency Inc., a managing general agency. The company also has
a claim services agreement with its affiliate, D & H Claim
Service.

The company is not affiliated with any other insurance company
and is rated on a standalone basis.

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

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


STERLING CHEMICALS: Court Approves Sale of Pulp Chemicals Assets
----------------------------------------------------------------
Superior Propane Income Fund announced that the U.S. Bankruptcy
Court approved the acquisition of the pulp chemicals business of
Sterling Chemicals, Inc., and certain of its subsidiaries
pursuant to the terms and conditions of an Asset and Stock
Purchase Agreement between Sterling and Superior Propane Inc. On
November 13, 2002, Superior agreed to acquire the Business for
US$375 million (approximately Canadian $590 million), subject to
certain conditions, including Bankruptcy Court approval. Closing
of the acquisition is expected to occur on or before December
31, 2002, after satisfaction of various conditions pertaining to
Sterling's overall plan of reorganization and receipt of
regulatory approvals. Sterling's bankruptcy proceedings were
attributable to its petrochemical business and not to the pulp
chemicals business being acquired by Superior.

In commenting on the acquisition, Grant Billing, Executive
Chairman of Superior, stated, "This is an important step towards
completing the acquisition, which is expected to be
approximately 10% accretive to 2003 cash distributions of the
Fund. The pulp chemicals business has a demonstrated history of
strong financial performance and offers an excellent opportunity
to further grow distributions for our unitholders over time, as
we expand the business and improve its efficiency and
productivity."

An overview of the pulp chemicals business has been provided in
the material change report filed yesterday concerning the
acquisition of the Business, which can be accessed in the
investor relations sections of its Web site at
http://www.superiorpropane.comunder "Pulp Chemicals
Acquisition".

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


SUN POWER CORP: Lack of Capital Forces Restructuring Program
------------------------------------------------------------
Sun Power Corporation, listed on the OTC:BB under the trading
symbol "SNPW" (OTCBB:SNPW), and Berlin Stock Exchange in Germany
under the trading symbol "SJP", announced that the recent
decline in the trading value of Sun Power's shares, coupled with
its inability to secure capital in the start-up technology
markets, has forced it to advise Solar Energy Limited and
Renewable Energy Limited that it cannot provide adequate
operating capital to its subsidiaries Sunspring, Inc., and
Renewable Energy Corporation.

Pursuant to the share purchase agreements of between Sun Power
and Solar, on the one hand, and Sunpower and REL on the other
hand (both dated as of October 19, 2001) Solar and REL have
notified Sun Power that they will exercise their respective
rights to exchange their Sun Power convertible preferred shares
for all of the issued and outstanding common shares of Sunspring
and Renewable. Solar owns 8,000,000 shares of Sun Power Series A
Preferred Stock, while REL owns 8,000,000 shares of Sun Power
Series B Preferred Stock. November 26th, 2002 has been
established as the exchange date.

Sun Power management is now establishing a restructuring program
involving a consolidation of its issued and outstanding common
shares, a name change, the relocation of its head office and
negotiations with its major creditors in an effort to effect an
exchange of certain outstanding debt for its common shares.

Sun Power has received the resignation of Mr. Finley Foster as
President and CEO. The Board has appointed Mr. Andrew Schwab as
acting President. Additionally, Sun Power has received the
resignations of directors Mr. Stuart Jensen, Dr. Noel Brown and
Mr. Joel Dumaresq.

Sun Power is now actively seeking new business opportunities.

Sun Power Corporation's September 30, 2002 balance sheet shows a
working capital deficit of about $2 million, and a total
shareholders' equity deficit of about $2 million.


SUREFIRE COMMERCE: Sept. 30 Working Capital Deficit Tops C$3MM
--------------------------------------------------------------
SureFire Commerce Inc., (TSX: FIR) announced second-quarter
results for fiscal year 2003. The operating loss for the quarter
was C$2.0 million compared to C$4.2 million in the prior quarter
and earnings of C$1.6 million in the same period of the prior
fiscal year. The Company reported a second-quarter net loss of
C$21.8 million, which includes two one-time, non-cash items
totaling C$17.0 million. This compares to net earnings of
C$1.0 million in the second quarter of the previous fiscal year,
and a net loss of C$4.9 million in the previous quarter.

Revenue for the second quarter was C$10.4 million, compared to
C$11.7 million for the quarter ended June 30, 2002 and
C$19.3 million for the comparable period of the previous fiscal
year.

Operating expenses totaled C$12.4 million for the second quarter
and C$17.7 million for the comparable period of the previous
fiscal year. Compared to the quarter ended June 30, 2002,
expenses decreased by 22% or $3.6 million. This decrease in
expenses of 22% exceeds the decrease in revenue of 11% over the
same period.

Due to the restructuring plan implemented in April 2002,
operating expenses, excluding transaction processing costs,
decreased by C$3.5 million on a quarterly basis or 34%, or
approximately C$14.0 million annually, compared to the quarter
ended March 31, 2002 (prior to the restructuring).

On October 1, 2002, the Company signed a merger agreement with
privately held ebs Electronic Billing Systems AG, a European
payment processor. Upon completion of the transaction, SureFire
Commerce will acquire 100% of EBS in exchange for SureFire
Commerce's common shares representing approximately 63% of
SureFire Commerce's common shares on a fully diluted basis.

The transaction, considered for accounting purposes to be a
reverse takeover, will take place in two phases and is expected
to close in early 2003. SureFire Commerce and EBS have commenced
integration planning in order to realize the benefits of the
transaction in a timely manner.

As a result of the agreement with EBS, SureFire Commerce was
required to review the value of goodwill and intangibles
resulting in a write-off of goodwill and intangible of $15.8
million.

On October 1, 2002, SureFire Commerce sold substantially all of
the assets of SiteSell.com Inc., to a third party in exchange
for an interest-free note receivable of $3.8 million. As a
result of the disposal of assets, SureFire Commerce has recorded
a write-down of $1.2 million to reflect the discounted fair
value of the note to be received as consideration for the sale
of these assets.

Total assets at the end of the quarter were C$91.4 million
compared to C$108.1 million at June 30, 2002. Free cash, defined
as total cash less customer reserves and security deposits, as
at September 30, 2002 was C$0.4 million, compared to C$0.9
million at June 30, 2002. This reduction in free cash of
C$0.5 million is significantly lower than the reduction of
C$8.0 million incurred in the prior quarter and can be
attributed to the restructuring plan implemented in April 2002.

At September 30, 2002, the Company's balance sheet shows that
total current liabilities exceeded total current assets by about
C$3 million.

"These results are in line with our expectations and with our
restructuring plan," said Mitch Garber, President and CEO of
SureFire Commerce. "We remain focused on two main priorities:
the completion of our restructuring in order to return to
profitability on a stand-alone basis, and the closing of the
merger with EBS, both goals are precisely on track. On a stand-
alone basis, we expect to be break-even on an operating profit
level in the third quarter and we expect to close the EBS merger
in early 2003."

Mr. Garber, formerly the Company's Executive Vice President of
Business Development, was appointed President, CEO and Director
of SureFire Commerce on October 1, 2002. He played a major role
in starting SureFire Commerce's core business of credit card
processing and is responsible for negotiating the merger with
EBS. Mr. Garber has replaced Rory Olson, former President and
CEO, who resigned on November 20, 2002 as Director of SureFire
Commerce.

SureFire Commerce Inc., (TSX: FIR) is a global provider of
proprietary payment processing services. The Company provides
technology and services that businesses require to accept credit
card and check payments. SureFire Commerce processes credit card
payments for Internet, mail-order/telephone-order, and bill
payment transactions, as well as processing checks online and by
phone. Transactions are processed through SureFire Commerce's
own secure transaction- processing engine located in the
Company's exclusively controlled and managed data centre.
Headquartered in Montreal (Quebec), SureFire Commerce has
offices in Hull (Quebec) and London (England).


SWEETHEART CUP: Prepares Exchange Offer for 12% Sr. Sub. Debt
-------------------------------------------------------------
Sweetheart Cup Company Inc., filed a registration statement on
Form S-4 relating to a proposed offer to exchange new Senior
Subordinated Notes due 2007 for all of its outstanding 12%
Senior Subordinated Notes due 2003 and a consent solicitation to
eliminate and/or amend certain restrictive covenants and other
provisions in the indenture governing the Sweetheart Notes.  The
proposed offer will be conditioned on, among other things, the
receipt of tenders from holders of at least 90% of the principal
amount outstanding of the Sweetheart Notes, Sweetheart's receipt
of consents from holders of at least a majority of its 9-1/2%
Senior Subordinated Notes due 2007 to certain changes to the
indenture governing those notes and Sweetheart obtaining an
amendment to its senior credit facility.

The exchange offer and consent solicitation will commence when
the Form S-4 has been declared effective by the Securities and
Exchange Commission.

In addition, in order to achieve further financial flexibility,
Sweetheart is evaluating various other strategic options which
may include a restructuring of all outstanding indebtedness,
including, among other things, the public sale or private
placement of debt or equity securities, joint venture
transactions, the divestiture of assets, or the refinancing of
its existing debt agreements.  There can be no assurances that
any of these strategic options will be consummated.

Sweetheart is one of the largest producers and marketers of
disposable foodservice products and food packaging products in
North America.  It sells a broad line of disposable paper,
plastic and foam foodservice and food packaging products,
consisting primarily of cups, lids, plates, bowls, napkins and
containers.

A copy of the registration statement on Form S-4 that Sweetheart
has filed with the Securities and Exchange Commission can be
obtained at the SEC's Web site at http://www.sec.gov


SYNQUEST INC: Commences Trading on OTCBB Effective November 21
--------------------------------------------------------------
SynQuest, Inc., (OTCBB:SYNQ) a leading provider of supply chain
planning and event management applications that power the
adaptive supply chain, announced that a Nasdaq Listing
Qualifications Panel had determined that the Company's recent
merger with Viewlocity, Inc., constitutes a "reverse merger"
thereby requiring the Company to satisfy all criteria for
initial inclusion on The Nasdaq SmallCap Market. The Company did
not satisfy the requirements for initial inclusion on the Nasdaq
SmallCap. Accordingly, Nasdaq determined to delist the Company's
securities from the Nasdaq SmallCap effective at the open of
business Thursday, November 21, 2002. Consequently, the
Company's common stock began trading on the OTC Bulletin Board
under the same symbol "SYNQ" following its delisting from
Nasdaq.

Commenting on the announcement, Jeffrey Simpson, president and
chief executive officer of SynQuest, said, "Obviously, we are
disappointed with Nasdaq's decision. We are currently assessing
our listing options including the possibility of an appeal to
the Nasdaq Listing and Hearing Review Council. More importantly,
we will continue to focus on the integration of SynQuest's and
Viewlocity's operations, and the execution of our business plan
with the goal of improving the combined company's results of
operations and enhancing long-term shareholder value."

SynQuest is a leading provider of supply chain planning and
event management applications that power the adaptive supply
chain. These next-generation supply chain solutions optimize the
return on operations through financially-focused planning and
real-time, monitoring and exception management across the
materials sourcing, production, and fulfillment processes.
Results include decreased buffer inventories, increased service
levels, and more efficient capacity utilization across the
supply chain.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $3.6 million, and a total
shareholders' equity deficit of about $2.5 million.


TOKHEIM CORP: Files "Chapter 22" Cases in Wilmington, Del.
----------------------------------------------------------
Tokheim Corporation (OTCBB:THMC) and its U.S. operating
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
Delaware. This filing will allow the company to pursue an
orderly sale of its business units, while resolving short-term
liquidity issues. The company's operations located outside the
United States are not included in the filing, and are continuing
normal business operations.

Tokheim and its subsidiaries will conduct normal business
operations and continue to make customer service a top priority
during the restructuring and sale process. In order to fund its
operations, the company has reached an agreement with a bank
group led by ABN AMRO on the principal terms of debtor-in-
possession financing in the amount of $10 million.

As a result of the strategic review commenced in May and in
order to meet its financial obligations, Tokheim determined to
sell its operations either as a whole or by one or more of its
main operating segments: Tokheim North America, Tokheim
International and Gasboy. John S. Hamilton, President and Chief
Executive Officer, said: "As a result of our strategic review,
we decided that the sale of our operating divisions was in the
best interest of Tokheim and its creditors."

During the restructuring process, which will facilitate the
completion of the anticipated business unit sales, Tokheim's
vendors, suppliers and other business partners will be paid
under normal terms for goods and services provided.

The new revolving credit facility, in the total amount of $10
million, is designed to ensure that the company has sufficient
liquidity to operate in the ordinary course of business until
the sale can be completed.

Mr. Hamilton said, "We appreciate the continuing support of our
customers, lenders, suppliers and especially the dedication of
our employees. While [Thurs]day's court filings are difficult,
coupled with the transactions and related restructuring steps,
they will, in the long term, serve the interests of our
customers, vendors, employees and creditors by giving our
business and its market-leading products a new, financially
stable owner. The filing is the vehicle that enables us to
accomplish these objectives. We intend to proceed with the sale
of the business units as quickly as possible."

Tokheim Corporation, based in Fort Wayne, Indiana, is one of the
world's largest producers of petroleum dispensing devices.
Tokheim Corporation manufactures and services electronic and
mechanical petroleum dispensing systems. These systems include
petroleum dispensers and pumps, retail automation systems (such
as point-of-sale systems), dispenser payment or "pay-at-the-
pump" terminals, replacement parts, and upgrade kits.


TOKHEIM CORP: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Tokheim Corporation
             1600 Wabash Avenue
             Fort Wayne, Indiana 46803

Bankruptcy Case No.: 02-13437

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                         Case No.
   ------                                         --------
   Tokheim RPS, LLC                               02-13436
   Tokheim Investment Corp.                       02-13438
   Tokheim Services LLC                           02-13439
   Gasboy International, Inc.                     02-13440
   Sunbelt Hose & Petroleum Equipment, Inc.       02-13441

Type of Business: The Debtor manufactures and services
                  electronic and mechanical petroleum
                  dispensing systems.

Chapter 11 Petition Date: November 21, 2002

Court: District of Delaware

Judge: Randall J. Newsome

Debtors' Counsel: Gregg M. Galardi, Esq.
                  Mark L. Desgrosseilliers, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, DE 19899
                  Tel: 302 651-3000
                  Fax : 302-651-3001

Total Assets: $249.5 Million

Total Debts: $457.8 Million

Debtor's 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Radiant Systems             Trade Debt              $1,539,500
David Schulman
P.O. Box 198755
Atlanta, GA 30384-8755
Tel: 770-576-7073
Fax: 770-619-4870

Chubb & Son                Trade Debt                 $944,732
Anna C. Oliynik
2198 Collections Center Dr.
Chicago, IL 60693
Tel: 908-903-7710
Fax: 770-619-4870

Verifone, Inc.             Trade Debt                 $520,061
Tom Galloway
PO Box 71123
Chicago, IL 60694-1123
Tel: 502-962-7552
Fax: 727-953-4288

Asco Valve, IN             Trade Debt                  $357,532
Karl Francher
PO Box 73115
Chicago, IL 60673
Tel: 317-293-5704
Fax: 317-293-0281

EC Hunter                  Trade Debt                 $297,652
Steve Mailer
24800 Chagrin Blvd.
Suite 101
Cleveland, OH 44122
Tel: 216-831-1464
Fax: 216-831-1463

AMSCO Steel Co.            Trade Debt                 $286,110
Cary Robinson
3430 McCart Street
Fort Worth, TX 76110
Tel: 817-922-3902
Fax: 817-923-2860

Allen County Treasurer     Taxes                      $277,789
Robert Lee
PO Box 2540
Ft. Wayne, IN 46801
Tel: 260-449-7693
Fax: 260-449-7893

Arrow Electronics Inc.     Trade Debt                 $274,945
Rod Sanchez
PO Box 350090
Boston, MA 02241
Tel: 516-391-1355
Fax: 215-672-9827

Avnet Electronics          Trade Debt                 $238,925
Marketing

Planar Systems Inc.        Trade Debt                 $225,552

Gilbarco                   Trade Debt                 $197,500

Litton Systems Inc-Data    Trade Debt                 $189,600
Systems

Simon Roofing              Trade Debt                 $186,480

Texas Instrument           Trade Debt                 $142,866

Geometric Circuits, Inc.   Trade Debt                 $141,259

SGI Integrated Graphic     Trade Debt                 $138,034
Systems

Oak Grisby                 Professional               $128,194

Delta Services             Trade Debt                 $121,742

Grant Thornton             Professional               $116,269

Seiko-LBS 100329           Trade Debt                 $108,831

Treasurer of Daviess       Taxes                      $106,545
County

Henkels & McKoy            Professional                $94,173

Bank of New York           Trade Debt                  $90,376

Youngtron, Inc.            Trade Debt                  $86,877

US Technology Resources    Trade Debt                  $85,968

Southern Die-Casters Inc.  Trade Debt                  $84,468

Computer Associates Int.   Trade Debt                  $82,046
Inc.

Integris Metals            Trade Debt                  $81,117

Reed Business Information  Trade Debt                  $76,877

Veeder Root Co.            Trade Debt                  $75,967

Strahm Inc.                Trade Debt                  $74,141

Precise Manufacturing Inc. Trade Debt                  $69,514

Datakey Electronics, Inc.  Trade Debt                  $68,572

Totalems LLC               Trade Debt                  $67,700

Bourns Inc.                Trade Debt                  $66,648

CIT Systems Leasing        Trade Debt                  $59,713

Ryerson Tull               Trade Debt                  $58,971

Avnet Electronics          Trade Debt                  $57,906

Manpower of Lansing MI     Trade Debt                  $57,831

Cornwall Aluminum Fdry     Trade Debt                  $57,393

IDL                        Trade Debt                  $55,959

Battlefield Lakes, LC      Trade Debt                  $53,975

Ultimate Technology        Trade Debt                  $51,697

CIT Group                  Trade Debt                  $48,514

Borough of Lansdale        Taxes                       $47,037

Texas Die Casting Inc.     Trade Debt                  $47,037

Benton Foundry, Inc.       Trade Debt                  $46,505

Coudert Brothers           Professional                $41,768

Castwell Products, Inc.    Trade Debt                  $40,337

Kelly Packaging            Trade Debt                  $38,746


US AIRWAYS: Assumes Credit Card Processing Agreements
-----------------------------------------------------
US Airways Group Inc., and its debtor-affiliates sought and
obtained the Court's authority to assume and ratify the Charge
Card Contract with National Processing Company and National
Bank of Kentucky.

John W. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, assured Judge Mitchell that other than the continuation of
ordinary course payments, there are no immediate costs
associated with the assumption and ratification of the
Agreement. Additionally, Mr. Butler related, NPC and NCK have
agreed to extend the term of the Agreement for a minimum of
three months beyond the current termination date of December 31,
2002.

The Debtors are obligated to submit to NPC sales records
evidencing all purchases that have been made within a certain
period of time.  NCK pays the Debtors for all sales evidenced by
the VISA and Mastercard sales records, less fees and charges.

Prior to the Petition Date, NPC notified the Debtors that it
intended to exercise its right to terminate the Charge Card
Agreement on its expiration date of December 31, 2002.  The
Debtors attempted to negotiate with NPC for an extension of the
Agreement's terms.  A review, led the Debtors, concluded that
assuming the Agreement was in the best interests of the estate
because reaching a new agreement with an alternate processor
would be extremely difficult except in connection with an
emergence from Chapter 11.

The Debtors and NPC were able to successfully negotiate an
amendment to the Agreement.  NPC will extend its term by three
months.  The Debtors agree to allow NPC to increase the reserve
against future refunds to VISA and Mastercard cardholders from
approximately 10% of exposure to 35%. The Debtors also agreed to
provide NPC with other protections:

   (a) The reserve will be $125,000,000, including at least
       $60,000,000 already held by NPC;

   (b) NPC agrees to use reasonable efforts to transfer the
       existing processing function to a new processor on
       expiration of the Agreement;

   (c) The term is extended through March 31, 2003.  If a
       reorganization plan is confirmed by then and there is a
       contract with a new processor, then the date is extended
       until April 15, 2003.  If the plan is consummated by
       April 15, then the date is further extended until May 15,
       2003;

   (d) The Debtors will provide similar reports to NPC as
       provided to postpetition lenders under the DIP Agreement;

   (e) NPC has a one-time right to request additional collateral
       if the Debtors fail to meet certain financial performance
       covenants;

   (f) NPC may terminate the Agreement if:

       1) the Chapter 11 case is dismissed or converted;
       2) failure to achieve minimum liquidity levels;
       3) cancellation of a percentage of flight departures;

   (g) If these defaults occur, NPC and NCK agree to process
       transactions for an additional 45 days;

   (h) The Agreement provides for the complete return of
       collateral over a period of 270 days following the
       Agreement's termination. (US Airways Bankruptcy News,
       Issue No. 14; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (U13USR2) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for
real-time bond pricing.


UNIFORET INC: US Noteholders' Move for Leave to Appeal Dismissed
----------------------------------------------------------------
Uniforet Inc., and its subsidiaries, Uniforet Scierie-Pate Inc.,
and Foresterie Port-Cartier Inc., announced that the Quebec
Court of Appeal has dismissed the motion presented by a group of
US Noteholders for leave to appeal the judgment rendered by the
Superior Court of Montreal on October 23, 2002. As a result the
Court of Appeal also refused to suspend the meeting of that
class of US Noteholders-creditors scheduled for November 25,
2002 to vote on the Company's amended plan of arrangement.
Following the November 25, 2002 meeting, the Company will issue
a news release to announce the results of the vote.

In the meantime, the Company continues to benefit from the Court
protection afforded to the Company under the Companies'
Creditors Arrangement Act and intends to keep on its current
operations and its customers are not affected by the judgment.
Suppliers who will provide goods and services necessary for the
operations of the Company will continue to be paid in the normal
course of business.

Uniforet Inc., is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
Peribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


TYCO INT'L: Taps Timothy Flanigan as Special General Counsel
------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) Appoints
Timothy E. Flanigan as General Counsel, Corporate and
International Law, for the Company.  Mr. Flanigan will be
responsible for corporate and international legal functions for
Tyco, including corporate governance and compliance programs.
He will report to Tyco General Counsel William B. Lytton.

Mr. Flanigan was most recently Deputy Counsel and Deputy
Assistant to President George W. Bush.  Prior to serving on the
current President's staff, Mr. Flanigan was a partner with the
international law firm of White & Case LLP.  Earlier Mr.
Flanigan served as Assistant Attorney General for the Office
of Legal Counsel at the U.S. Department of Justice. In this
role, he was a principal legal advisor for then-President George
Bush, the Attorney General and the heads of executive branch
agencies.  From 1985 to 1986 he served as senior law clerk to
the late Chief Justice Warren E. Burger and is the author of the
forthcoming authorized biography of Chief Justice Burger.

Mr. Lytton said, "Tim Flanigan is representative of the
outstanding talent we are attracting to this Company. He has an
impeccable reputation for integrity and is highly respected for
his counseling skills.  Tim will bring important leadership as
we build our legal staff and we are very pleased to welcome him
as the newest member of the Tyco management team."

Mr. Flanigan said, "Tyco is moving forward with plans to enhance
the company's business performance while instilling the best
practices of corporate governance and ethics from top to bottom.
I am very excited about working with Bill Lytton and the other
executives at Tyco who are dedicated to assembling a world-class
business organization."

Mr. Flanigan holds an undergraduate degree from Brigham Young
University and a law degree from the University of Virginia.  He
currently resides in Great Falls, Virginia, with his wife and
children.

Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

Tyco International, at June 30, 2002, reported a working capital
deficit of about $2.7 million.


WORLDCOM: SBC Asks Regulators to Impose July Order against MCI
--------------------------------------------------------------
To protect customers from ongoing slamming and deceptive
marketing schemes by MCI WorldCom, SBC Ameritech Illinois
(NYSE:SBC) asked state regulators to enforce their July
Emergency Order forbidding MCI WorldCom from engaging in these
practices. In addition, SBC is asking the regulators at the
Illinois Commerce Commission to audit MCI WorldCom's sales and
marketing practices and to levy fines because of MCI's behavior.

Nilda I. Santiago of Oak Lawn was contacted a month after the
Order was issued when she received a phone call from MCI
WorldCom and was told that MCI WorldCom was merging with SBC.
According to her signed statement, Santiago was told her taxes
would be less.

Mary L. Smith of Waukegan was contacted in September by a
representative of MCI WorldCom who told her that MCI WorldCom
was "taking over all of the 847 area code."

Although Smith told MCI WorldCom she did not want to change, the
representative told her she "didn't have a choice."

Another customer complained that MCI WorldCom called and quoted
him a package rate if he switched companies. When he asked about
additional charges, the rep said she "was not at liberty" to
say. Although he did not agree to switch to MCI, he discovered
he had been slammed when his voice mailbox changed.

"We don't have a problem with legitimate competition," said
Carrie Hightman, president of SBC Ameritech Illinois. "But
despite the ICC's July order, MCI WorldCom continues to hurt and
confuse a growing number of Illinois consumers. That's damaging
to our industry and to the goal of fair competition. No one
wins."

Although the ICC ordered MCI WorldCom to "curtail slamming and
misrepresentations" immediately, SBC has received more than 332
complaints from consumers since the beginning of August - 47% of
710 total complaints received. The ICC's Emergency Order was
issued July 8. The number of complaints was actually greater in
the two months following the ICC's order than in the two months
before that order.

SBC officials said that the majority of complaints were about
slamming, where MCI switched the customers' local phone service
without the customers' consent.

SBC has asked the ICC to open a formal sales practice audit of
MCI to determine why it continues to use these practices and
what actions should be taken to resolve the problem. SBC also
asked that MCI WorldCom be fined for these continuing
violations.

The ICC issued the Emergency Order after SBC received
approximately 1,100 consumer complaints about MCI's behavior
between November 2001 and June 2002. MCI filed for bankruptcy on
July 21, 2002.

Consumers who have been slammed have the right to be returned to
their local service provider of choice at no cost. Consumers can
report complaints to the Federal Communications Commission at 1-
888-CALL-FCC; or to the ICC at 1-800-524-0795. SBC customers
also can call 1-800-459-0443 for more information.

SBC Communications Inc. -- http://www.sbc.com-- is one of the
world's leading data, voice and Internet services providers.
Through its world-class network and its subsidiaries' trusted
brands - SBC Southwestern Bell, SBC Ameritech, SBC Pacific Bell,
SBC Nevada Bell, SBC SNET and Sterling Commerce - SBC companies
provide a full range of voice, data, networking and e-business
services, as well as directory advertising and publishing. A
Fortune 30 company, America's leading provider of high-speed DSL
Internet Access services, and one of the nation's leading
Internet Service Providers, SBC companies currently serve 58
million access lines nationwide. In addition, SBC owns 60
percent of America's second-largest wireless company, Cingular
Wireless, which serves more than 22 million wireless customers.
Internationally, SBC has telecommunications investments in 25
countries.

DebtTraders reports that Worldcom Inc.'s 7.550% bonds due 2004
(WCOM04USR2) are trading between 26.625 and 27. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM04USR2
for real-time bond pricing.


W.R. GRACE: Gets Ready for Sealed Air Lawsuit to Start Dec. 9
-------------------------------------------------------------
The Official Committees in the Chapter 11 cases of W.R. Grace &
Co. and its debtor-affiliates, the United States, Sealed Air,
Cryovac, and W. R. Grace-Conn., present a stipulation to Judge
Wolin concerning the:

   (1) undiscounted amount of Grace-Conn.'s total environmental
       liabilities as of March 31, 1998; and

   (2) the date of the closing of the corporate transaction
       whereby Grace-Conn sold the Cryovac packaging business.

The parties agree that the dispute over the existence and amount
of Grace-Conn.'s environmental liabilities includes 32 sites
specifically contested by the United States, and potentially
over 200 additional active and inactive manufacturing
facilities, waste disposal sites, and other types of sites.
Since June 2002, the parties to this adversary proceeding have
conducted substantial discovery regarding Grace-Conn.'s
environmental liabilities in connection with these Sites.

Trial of the existence and amount of Grace-Conn.'s environmental
liabilities potentially would entail significant time, burden,
expense and delay.  To avoid the expense, burden and delay of
trying any claims regarding Grace-Conn.'s environmental
liabilities at any fraudulent conveyance proceeding, the parties
have extensively negotiated at arm's length the terms of this
Stipulation and now ask Judge Wolin for his approval.

             Grace-Conn.'s Environmental Liabilities
                      As of March 31, 1998

Solely for purposes of any fraudulent conveyance proceeding, the
parties stipulate and agree that the undiscounted amount used to
determine Grace-Conn.'s environmental liabilities as of March
31, 1998, will be $367,500,000.  This amount represents an
increase of $107,500,000 over the $260,000,000 used in Houlihan
Lokey's solvency analysis.

The Parties also agree that, while no further proof is required
to establish the undiscounted amount of Grace's environmental
liabilities for purposes of any Fraudulent Conveyance
Proceeding, the Stipulated Environmental Amount does not
constitute an admission of any party or an adjudication of any
kind regarding the existence or amount of Grace's legal
liability with respect to any environmental liabilities.

The Parties emphasize that the Stipulated Environmental Amount
may be used only for purposes of any Fraudulent Conveyance
Proceeding and may not be used in any other proceedings, either
in this Chapter 11 bankruptcy case, or in any other pending or
future litigation or administrative proceeding.

             No Agreement Yet On Discount Rate

By reaching an agreement on the Stipulated Environmental Amount,
the Parties resolve and remove from this litigation all factual
issues regarding the undiscounted amount of Grace-Conn.'s total
environmental liabilities as of March 31, 1998.  The Parties
recognize that the Stipulated Environmental Amount will be
discounted to present value.  The appropriate discount rate --
including, if appropriate, an inflation factor to be applied as
part of the discounting process -- to be used is not part of
this Stipulation, and will be determined through the reports and
testimony of the Parties' valuation experts.

The Parties, however, agree on the parameters for the discount
rate:

   (1) The discount period will be a ten-year period from
       March 31, 1998, to March 31, 2008;

   (2) The Stipulated Environmental Amount will be assumed to be
       paid out over the ten-year period in ten equal
       installments at the mid-point of each year, and will be
       discounted accordingly; and

   (3) The Parties' expert reports may be amended to reflect the
       discount period for the Stipulated Environmental Period
       on the basis of (1) and (2), and will be based on the
       Stipulated Environmental Amount.

                       Binding Successors

Because of the uncertainty regarding the status of the
Committees and Grace-Conn. engendered by the Third Circuit's
Cybergenics decision, the parties have structured the
Stipulation as an Order to be signed by Judge Wolin, with
binding effect on the Parties and their successors, including,
if ordered by the Court, any person or entity who later becomes
a party to any Fraudulent Conveyance Proceeding. (W.R. Grace
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


XCEL ENERGY: Closes Sale of $230 Mill. Convertible Senior Notes
---------------------------------------------------------------
Xcel Energy Inc., (NYSE:XEL) closed on the sale of $230 million
of convertible senior notes, which includes the issuance of $30
million associated with 15 percent over-allotment option granted
to the initial purchasers. The senior notes have a coupon of 7.5
percent, mature in 2007 and are convertible into shares of the
Company's common stock at a conversion price of $12.33.

The offering was made in a private placement to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933. A portion of the net proceeds from the
sale of the senior notes will be used to redeem the $100-million
principal amount of 8 percent convertible senior notes issued on
November 8, 2002. The remaining net proceeds will be used for
other general corporate purposes, including working capital.

The securities to be 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,
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.

DebtTraders reports that Xcel Energy Inc.'s 7.000% bonds due
2010 (XEL10USR1) are trading between 76 and 80. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for
real-time bond pricing.


ZENITH INDUSTRIAL: Wants Plan Exclusively Extended to Feb. 7
------------------------------------------------------------
Zenith Industrial Corporation wants to stretch its exclusive
periods to file a plan and solicit acceptances of that plan.
The Debtor tells the U.S. Bankruptcy Court for the District of
Delaware it wants to preserve its exclusive right to file a
Chapter 11 Plan through until February 7, 2003, and have until
April 9, 2003 to solicit acceptances of that Plan from the
Company's creditors.

To date, the Debtor relates that it has made significant
progress throughout the early course of this case.  The Debtor
has consummated the sale of substantially all of its assets to
AZ Automotive Corp., and is currently in the process of
resolving price adjustment and allocation issues relating to the
sale.  In addition to addressing the issues related to the Asset
Sale, the Debtor has also been involved in substantial
litigation with the former owners of the Debtor concerning
amounts owed to the Former Owners

Given its focus on the price adjustment and allocation issues
concerning the Asset Sale and the pending litigation involving
the Former Owners, the Debtor has not had sufficient time to
work with its lenders to negotiate a consensual plan, nor has
the Debtor had an opportunity to adequately evaluate the
potential pool of general unsecured claims that may be filed in
this case.  Accordingly, the Debtor submits that a brief
extension of the Exclusive Periods is necessary to afford it
sufficient time to negotiate and finalize a consensual chapter
11.

Zenith Industrial Corporation, a leading worldwide, full-service
Tier 1 supplier of highly engineered metal-formed components,
complex modules and mechanical assemblies for automotive OEMs
filed for chapter 11 protection on March 12, 2002. Joseph A.
Malfitano, Esq., Edward J. Kosmowski, Esq., Robert S. Brady,
Esq. at Young Conaway Stargatt & Taylor, LLP and Larry S. Nyhan,
Esq., Matthew A. Clemente, Esq., Paul J. Stanukinas, Esq. at
Sidley Austin Brown & Wood represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


* BOND PRICING: For the week of November 25 - 29, 2002
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Accuride Corp.                         9.250%  02/01/06    57
Adaptec Inc.                           3.000%  03/05/07    70
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.250%  06/15/11    37
Adelphia Communications               10.875%  10/01/10    36
Advanced Energy                        5.000%  09/01/06    68
Advanced Energy                        5.250%  11/15/06    75
Advanced Micro Devices Inc.            4.750%  02/01/22    61
Advanstar Communications              12.000%  02/15/11    66
AES Corporation                        4.500%  08/15/05    23
AES Corporation                        8.000%  12/31/08    40
AES Corporation                        9.375%  09/15/10    44
AES Corporation                        9.500%  06/01/09    43
Aether Systems                         6.000%  03/22/05    73
Agere Systems                          6.500%  12/15/09    53
Agro-Tech Corp.                        8.625%  10/01/07    65
Akamai Technologies                    5.500%  07/01/07    41
Allegheny Generating Company           6.875%  09/01/23    69
Alternative Living Services (Alterra)  5.250%  12/15/02     1
Alkermes Inc.                          3.750%  02/15/07    59
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    65
Alpharma Inc.                          3.000%  06/01/06    71
Amazon.com Inc.                        4.750%  02/01/09    74
American Tower Corp.                   2.250%  10/15/09    73
American Tower Corp.                   5.000%  02/15/10    64
American Tower Corp.                   6.250%  10/15/09    67
American Tower Corp.                   9.375%  02/01/09    66
American & Foreign Power               5.000%  03/01/30    58
America West Airlines                  6.930%  01/02/08    58
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    45
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AMR Corp.                              9.000%  08/01/12    50
AMR Corp.                              9.000%  09/15/16    44
AMR Corp.                              9.750%  08/15/21    44
AMR Corp.                              9.800%  10/01/21    45
AMR Corp.                             10.000%  04/15/21    46
AMR Corp.                             10.200%  03/15/20    47
AnnTaylor Stores                       0.550%  06/18/19    62
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Armstrong World Industries             9.750%  04/15/08    40
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    40
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    69
Axcelis Technologies                   4.250%  01/15/07    62
Be Aerospace Inc.                      8.875%  05/01/11    66
Best Buy Co. Inc.                      0.684%  06?27/21    68
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    59
Borden Inc.                            8.375%  04/15/16    56
Borden Inc.                            9.250%  06/15/19    57
Borden Inc.                            9.200%  03/15/21    58
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    72
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Building Materials Corp.               8.000%  12/01/08    74
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    72
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    44
Calpine Corp.                          4.000%  12/26/06    46
Calpine Corp.                          7.875%  04/01/08    36
Calpine Corp.                          8.500%  02/15/11    40
Calpine Corp.                          8.625%  08/15/10    41
Calpine Corp.                          8.750%  07/15/07    42
Capital One Financial                  7.125%  08/01/08    75
Case Credit                            6.750%  10/21/07    74
Case Corp.                             7.250%  01/15/16    65
Cell Therapeutic                       5.750%  06/15/08    59
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Century Communications                 9.500%  03/01/05    23
Champion Enterprises                   7.625%  05/15/09    35
Charter Communications, Inc.           4.750%  06/01/06    24
Charter Communications, Inc.           5.750%  10/15/05    29
Charter Communications Holdings        8.250%  04/01/07    50
Charter Communications Holdings        8.625%  04/01/09    50
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    52
Charter Communications Holdings       10.000%  05/15/11    50
Charter Communications Holdings       10.250%  01/15/10    50
Charter Communications Holdings       10.750%  10/01/09    52
Charter Communications Holdings       11.125%  01/15/11    51
Ciena Corporation                      3.750%  02/01/08    63
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    74
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    58
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    22
Comforce Operating                    12.000%  12/01/07    58
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Cone Mills Corp.                       8.125%  03/15/05    60
Conexant Systems                       4.000%  02/01/07    45
Conexant Systems                       4.250%  05/01/06    50
Conseco Inc.                           8.750%  02/09/04     7
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    48
Corning Inc.                           3.500%  11/01/08    70
Corning Inc.                           6.300%  03/01/09    51
Corning Inc.                           6.750%  09/15/13    40
Corning Inc.                           6.850%  03/01/29    33
Corning Inc.                           7.000%  03/15/07    73
Corning Inc.                           8.875%  08/15/21    43
Corning Glass                          7.000%  03/15/07    63
Corning Glass                          8.875%  03/15/16    46
Cox Communications Inc.                3.000%  03/14/30    38
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.426%  04/19/20    45
Cox Communications Inc.                7.750%  11/15/29    29
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    74
Crown Castle International             9.375%  08/01/11    54
Crown Castle International             9.500%  08/01/11    71
Crown Castle International            10.750%  08/01/11    70
Crown Cork & Seal                      7.375%  12/15/26    69
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    42
Curagen Corp.                          6.000%  02/02/07    64
Cummins Engine                         5.650%  03/01/98    60
Cypress Semiconductor                  3.750%  07/01/05    71
Cypress Semiconductor                  4.000%  02/01/05    72
Dana Corp.                             7.000%  03/01/29    70
Dana Corp.                             7.000%  03/15/28    70
DDI Corp.                              6.250%  04/01/07    17
Delhaize America                       9.000%  04/15/31    72
Delta Air Lines                        7.700%  12/15/05    75
Delta Air Lines                        7.900%  12/15/09    63
Delta Air Lines                        8.300%  12/15/29    48
Delta Air Lines                        9.000%  05/15/16    57
Delta Air Lines                        9.250%  03/15/22    55
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    72
Dobson/Sygnet                         12.250%  12/15/08    63
Documentum Inc.                        4.500%  04/01/07    74
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    75
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    73
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    73
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    73
Equistar Chemicals                     7.550%  02/15/26    72
E*Trade Group                          6.000%  02/01/07    71
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    70
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    42
Finova Group                           7.500%  11/15/09    34
Fleming Companies Inc.                 5.250%  03/15/09    42
Fleming Companies Inc.                10.625%  07/31/07    63
Fluor Corp.                            6.950%  03/01/07    59
Foamex L.P.                            9.875%  06/15/07    22
Food Lion Inc.                         8.050%  04/15/27    66
Ford Motor Co.                         6.500%  08/01/18    70
Ford Motor Co.                         6.625%  02/15/28    65
Ford Motor Co.                         7.125%  11/15/25    70
Ford Motor Co.                         7.500%  08/01/26    74
Fort James Corp.                       7.750%  11/15/23    65
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    60
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    72
Georgia-Pacific                        7.375%  12/01/25    62
Georgia-Pacific                        7.700%  06/15/15    73
Georgia-Pacific                        7.750%  11/15/29    70
Georgia-Pacific                        8.125%  06/15/23    71
Georgia-Pacific                        8.250%  03/01/23    62
Georgia-Pacific                        8.625%  04/30/25    74
Georgia-Pacific                        8.875%  05/15/31    71
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          6.375%  03/15/08    70
Goodyear Tire                          7.000%  03/15/28    46
Goodyear Tire                          7.857%  08/15/11    66
Gulf Mobile Ohio                       5.000%  12/01/56    60
Hanover Compress                       4.750%  03/15/08    74
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    68
Health Management Associates Inc.      0.250%  08/16/20    68
HealthSouth Corp.                      7.000%  06/15/08    70
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    68
Hertz Corp.                            7.000%  01/15/28    74
Human Genome                           3.750%  03/15/07    62
Human Genome                           5.000%  02/01/07    68
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    59
ICN Pharmaceuticals Inc.               6.500%  07/15/08    73
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    64
Ikon Office                            7.300%  11/01/27    68
Imcera Group                           7.000%  12/15/13    72
Imclone Systems                        5.500%  03/01/05    70
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    52
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    58
Inland Steel Co.                       7.900%  01/15/07    51
International Rectifier                4.250%  07/15/07    75
Interpublic Group                      1.870%  06/01/06    68
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    73
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    67
Kmart Corporation                      8.125%  12/01/06    16
Kmart Corporation                      8.250%  01/01/22    22
Kmart Corporation                      8.375%  07/01/22    22
Kmart Corporation                      9.375%  02/01/06    18
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    43
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    48
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    70
Level 3 Communications                 6.000%  09/15/09    34
Level 3 Communications                 6.000%  03/15/09    35
Level 3 Communications                 9.125%  05/01/08    61
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    55
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
LTX Corp.                              4.250%  08/15/06    65
Lucent Technologies                    5.500%  11/15/08    47
Lucent Technologies                    6.450%  03/15/29    48
Lucent Technologies                    6.500%  01/15/28    48
Lucent Technologies                    7.250%  07/15/06    63
Magellan Health                        9.000%  02/15/08    20
Mail-Well I Corp.                      8.750%  12/15/08    60
Mail-Well I Corp.                      9.625%  03/15/12    56
Mastec Inc.                            7.750%  02/01/08    75
MCI Communications Corp.               6.500%  04/15/10    46
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    60
Mediacom Communications                5.250%  07/01/06    71
Mediacom LLC                           7.875%  02/15/11    67
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    73
Metris Companies                      10.000%  11/01/04    75
Metris Companies                      10.125%  07/15/06    72
Mikohn Gaming                         11.875%  08/15/08    72
Mirant Corp.                           5.750%  07/15/07    43
Mirant Americas                        7.200%  10/01/08    47
Mirant Americas                        7.625%  05/01/06    63
Mirant Americas                        8.300%  05/01/11    42
Mirant Americas                        8.500%  10/01/21    34
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    75
Missouri Pacific Railroad              4.750%  01/01/30    69
Missouri Pacific Railroad              5.000%  01/01/45    57
Motorola Inc.                          5.220%  10/01/21    62
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    64
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp.               6.750%  05/15/08    16
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    73
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    71
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.625%  03/15/05    66
Northwest Airlines                     7.875%  03/15/08    56
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    68
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    72
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Pegasus Satellite                     12.500%  08/01/07    15
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    71
Polaroid Corp.                        11.500%  02/15/06     5
Polymer Group                          9.000%  07/01/07    21
Primedia Inc.                          7.625%  04/01/08    71
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    64
PSEG Energy Holdings                   8.500%  06/15/11    70
Public Service Electric & Gas          5.000%  07/01/37    71
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    54
Qwest Capital Funding                  7.000%  08/03/09    63
Qwest Capital Funding                  7.250%  02/15/11    44
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    66
Qwest Capital Funding                  7.900%  08/15/10    64
Qwest Communications Int'l             7.250%  11/01/06    74
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    25
Rite Aid Corp.                         4.750%  12/01/06    67
Rite Aid Corp.                         7.125%  01/15/07    65
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    71
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    72
SBA Communications                    10.250%  02/01/09    53
SC International Services              9.250%  09/01/07    56
SCI Systems Inc.                       3.000%  03/15/07    61
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    56
Sepracor Inc.                          5.750%  11/15/06    60
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    55
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    74
Sonat Inc.                             6.625%  02/01/08    62
Sonat Inc.                             6.750%  10/01/07    64
Sonat Inc.                             7.625%  07/15/11    53
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    74
Sprint Capital Corp.                   6.000%  01/15/07    74
Sprint Capital Corp.                   6.875%  11/15/28    68
Sprint Capital Corp.                   6.900%  05/01/19    70
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    72
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    73
Tennessee Gas PL                       7.000%  10/15/28    53
Tennessee Gas PL                       7.500%  04/01/17    61
Tennessee Gas PL                       7.625%  04/01/37    56
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    52
Tesoro Pete Corp.                      9.625%  11/01/08    57
TIG Holdings Inc.                      8.125%  04/15/05    75
Time Warner Inc.                       6.625%  05/15/29    74
Time Warner Telecom Inc.               9.750%  07/15/08    51
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    72
Triton PCS Inc.                        8.750%  11/15/11    74
Triton PCS Inc.                        9.375%  02/01/11    74
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    70
US Airways Passenger                   9.010%  01/20/19    49
US Airways Inc.                        7.960%  01/20/18    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    35
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    60
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    70
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    70
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Veeco Instrument                       4.125%  12/21/08    71
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    62
Weirton Steel                         11.375%  07/01/04    62
Westpoint Stevens                      7.875%  06/15/08    17
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     6.750%  01/15/06    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.250%  02/01/06    72
Williams Holding (Delaware)            6.500%  12/01/08    57
Wind River System                      3.750%  12/15/06    68
Witco Corp.                            6.875%  02/01/26    70
Witco Corp.                            7.750%  04/01/23    75
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    30
XM Satellite Radio                    14.000%  03/15/10    40
Xerox Corp.                            0.570%  04/21/18    62
Xerox Credit                           7.200%  08/05/12    71

                          *********

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 ***