TCR_Public/021126.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 26, 2002, Vol. 6, No. 234

                          Headlines

AAMES FIN'L: Exchange Offer for 5.5% Bonds Extended to Dec. 3
ACT MANUFACTURING: Keeps Solicitation Exclusivity Until June 9
ADVANCED MICRO: Fitch Junks Senior Unsecured & Sr. Notes Ratings
ADVANCED TISSUE: Closes Dermgaraft Interest Sale to JV Partner
ALLIANT ENERGY: Initiates Strategic Steps to Bolster Financials

ALLIED WASTE: Reports Price Cap for $75 Mill. Sr. Note Offering
ANC RENTAL: Seeks Nod to Extend MBIA Notes to February 28, 2003
ANNUITY & LIFE: Fitch Junks Insurer's Financial Strength Rating
ASIA GLOBAL CROSSING: DebtTraders Gives "HOLD" Recommendation
ASSET SECURITIZATION: Fitch Hatchets Two Note Classes to B/CCC

ATLANTIC HARDWARE: Parent Settles $6-Mill. Guaranty Liability
BORDEN CHEMICALS: Delaware Court Approves Disclosure Statement
BUDGET GROUP: Settles Trademark Infringement Lawsuit vs. Ryder
BUDGET GROUP: Court Okays KPMG as Debtor's Financial Advisor
COMDISCO INC: Tinkers with Shared Investment Plan Relief

CONSECO FINANCE: Fitch Puts Home Equity Deals on Watch Negative
CONSECO VARIABLE: A.M. Best Ups Financial Strength Rating to B++
DENBURY RESOURCES: Taps OGJE to Evaluate Laurel Field Assets
DENBURY RESOURCES: Texas Pacific Units Sell 26% Equity Stake
DESA HOLDINGS: Plan Filing Exclusivity Extended Until January 15

DIXIE METALS: Case Summary & 14 Largest Unsecured Creditors
EL PASO: Selling Remaining Coal Assets to Alpha Natural Units
ELAN CORP: Completes Abelcet Asset Sale to Enzon for $360 Mill.
ELAN CORP: Selling Athena Diagnostics Assets to Behrman Capital
ENRON CORP: Sues Bank of America to Recover $123 Million

FIRST ALLIANCE: Joint Amended Plan Declared Effective
FPIC INSURANCE: Lenders Agree to Amend Credit Facility
FRONTLINE CAPITAL: Court Stretches Exclusivity Until February 7
GENTEK INC: Obtains Approval to Pay Prepetition Tax Obligations
GLOBAL CROSSING: Seeks Approval of Settlement with 360networks

HANOVER FIRE: S&P Affirms BBpi Financial Strength Rating
HILTON HOTELS: Completes Three Separate Financial Transactions
HILTON HOTELS: Fitch Rates Senior Notes and Revolver at BB+
HORIZON NATURAL: Wants Nod to Access $350 Million DIP Financing
INTEGRATED HEALTH: Intends to Assume 3 Nursing Facility Leases

KAISER ALUMINUM: Secures Approval of Release with Terrence Hayes
KASPER ASL: Court to Consider Disclosure Statement on December 5
KMART CORP: Proposes Uniform Beechjet Sale Bidding Procedures
KMART CORP: Beyen Says Kmart Tops in Small Appliance Advertising
KSAT SATELLITE: Fails to Make Payment on Shareholders' Loan Pact

LIFE & HEALTH: S&P Hatchets Counterparty Credit Rating to Bpi
LODGIAN INC: Successfully Emerges from Chapter 11 Proceeding
LTV CORP: Court Okays Sale of LTV Tubular to Maverick for $110MM
MID POWER SERVICE: External Auditors Express Going Concern Doubt
MOTO PHOTO: Files for Chapter 11 Reorganization in Dayton, Ohio

MOTO PHOTO INC: Voluntary Chapter 11 Case Summary
NAPSTER INC: Trustee Signs-Up Morrison & Foerster as Attorneys
NEON COMMS: Singer Children's Resigns from Creditors' Committee
NEOTHERAPEUTICS INC: Completes Issuance of Shares To Vendors
NEW BRIDGE: Court Orders Closure of Chapter 11 Proceedings

NEWCOR INC: Asks Delaware Court to Amend DIP Financing Order
NRG ENERGY: Business to Continue Following Involuntary Petition
OAK CASUALTY: S&P Junks Counterparty & Fin'l Strength Ratings
OAKWOOD HOMES: Arranges $415 Million in DIP Financing Facility
OWENS CORNING: Court Approves Lease with Lexington and Jones

P-COM INC: Silicon Valley Bank Waives Financial Covenant Breach
PACIFIC AEROSPACE: Shareholders' Meeting to Convene Next Month
PACIFIC GAS: CPUC & Creditors' Panel Tinkers with Proposed Plan
PENN NATIONAL: Names John Finamore as SVP of Regional Operations
PERSONNEL GROUP: Commences Trading on OTCBB Under Symbol PRGA

PETCO ANIMAL: Nov. 2 Net Capital Deficit Narrows to $31 Million
PHYAMERICA PHYSICIAN: Inks Term Sheet for $100MM DIP Financing
PHYAMERICA PHYSICIAN: US Trustee Appoints Creditors' Committee
PLAYBOY ENTERPRISES: Initiates Restructuring to Reduce Expenses
POLAROID CORP: Court Extends Plan Filing Exclusivity to Dec. 20

PRESIDENTIAL LIFE: Fitch Hatchets Debt Ratings Down Two Notches
QWEST COMMS: Afshin Mohebbi Resigns as Company President and COO
QWEST COMMS: Joni Baird Named VP of Corp. Social Responsibility
RECIPROCAL OF AMERICA: S&P Cuts Financial Strength Rating to Bpi
REFINED METALS: Case Summary & 35 Largest Unsecured Creditors

TCW LEVERAGED: Fitch Junks Sub. and Junior Sub. Debt Ratings
TCW LEVERAGED: Fitch Hatchets Sub. Secured Debt Rating to B
TELENETICS INC: Delays Filing of Financial Reports on Form 10-Q
TENFOLD CORP: Concludes Settlement of All SEC Matters
TRENWICK GROUP: Forbearance Agreement Extended Until December 6

U-HAUL INT'L: Appoints Bob Peterson as Company's Controller
UNITEDGLOBALCOM: Fails to Comply with Nasdaq Listing Guidelines
VENUS EXPLORATION: Will Delay Filing of Form 10-Q with SEC
VERITAS DGC: Fitch Ratchets Senior Unsecured Debt Rating to BB+
WARNACO GROUP: Enters Stipulation to Resolve i2 Claim Dispute

WINDSWEPT ENVIRONMENTAL: Continues to Pursue New Funding Sources
WORLDCOM INC: MCI Intends to Assume BP Global Services Agreement
W.R. GRACE: Sealed Air Fraudulent Transfer Trial Set for Dec. 9
W.R. GRACE: Stipulates to Increase in 1998 Environmental Debts
YUM! BRANDS: Board Approves Additional $300MM Share Repurchase

* Large Companies with Insolvent Balance Sheets

                          *********

AAMES FIN'L: Exchange Offer for 5.5% Bonds Extended to Dec. 3
-------------------------------------------------------------
Aames Financial Corporation (OTCBB: AMSF) announced that the
expiration date of its offer to exchange its newly issued 4.0%
Convertible Subordinated Debentures due 2012 for any and all of
its outstanding 5.5% Convertible Subordinated Debentures due
2006 [rated Ca by Moody's] has been extended to 5:00 p.m., New
York City time, on Tuesday, December 3, 2002. The Exchange Offer
had been scheduled to expire Friday, November 22, 2002, at 5:00
p.m., New York City time. The Company reserves the right to
further extend the Exchange Offer or to terminate the Exchange
Offer, in its discretion, in accordance with the terms of the
Exchange Offer.

As previously announced, Wilmington Trust Company, as successor
indenture trustee with respect to our 9.125% Senior Notes due
2003, brought an action against the Company seeking to prevent
it from consummating the Exchange Offer. In a decision dated
October 25, 2002, the Supreme Court of the State of New York
granted the Company's motion to dismiss the Trustee's amended
complaint and issued a declaratory judgment in favor of the
Company that the Exchange Offer, if consummated, would not (i)
violate the terms of the indenture governing the Senior Notes,
or give rise to an event of default thereunder, or
(ii) constitute a breach of an implied covenant of good faith
and fair dealing. On November 21, 2002, the Trustee filed a
notice of appeal from the Declaratory Judgment.

To date, the Company has received tenders of Existing Debentures
from holders of approximately $42.9 million principal amount, or
approximately 37.6%, of the outstanding Existing Debentures.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At September 30, 2002, the
Company operated 97 retail branches, 4 regional wholesale loan
offices and 2 National Loan Centers throughout the United
States.


ACT MANUFACTURING: Keeps Solicitation Exclusivity Until June 9
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Massachusetts, Act Manufacturing, Inc., and its
debtor-affiliates obtained an extension of their exclusive
solicitation period.  The Court gives the Debtors until June 9,
2003, the exclusive right to solicit acceptances of their
Chapter 11 Plan from their creditors.

Act Manufacturing, Inc., is a global provider of value-added
electronic manufacturing services to original equipment
manufacturers in the networking and telecommunications, high-end
computer and industrial and medical equipment markets. The
Debtors filed for chapter 11 protection on December 21, 2001.
Richard E. Mikels, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $374,160,000 in total assets and $231,214,000 in total
debts.


ADVANCED MICRO: Fitch Junks Senior Unsecured & Sr. Notes Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded Advanced Micro Devices, Inc.'s
senior unsecured rating to 'CCC+' from 'B-' and assigned the
same rating to AMD's recently issued $350 million convertible
senior notes due 2007. Proceeds will be used for capital
expenditures, working capital, and general corporate purposes.
In addition, AMD's senior secured debt is affirmed at 'B' and
the 'CCC' convertible subordinated rating is withdrawn by Fitch.
The Rating Outlook is Negative.

Incorporated into the ratings are semiconductor industry
volatility, historic operating losses, rapid technological
change, a possibly intensified price war, and significant
requirements for ongoing R&D and capital spending. Fitch
recognizes the difficult competitive environment AMD faces
especially regarding Intel Corporation's pricing strategy and
the resultant pressure on AMD's margins. Also considered is the
highly capital intensive nature of the company's business which
requires that production process technologies be updated on a
continuous basis to remain competitive with ever smaller feature
sizes. The overall personal computer market has remained weak
for 2002 even after unit sales declined for the first time in
the history of the industry in 2001. The ratings also consider
AMD's relatively stable market share position in the PC
microprocessor and flash memory markets, strong operational and
manufacturing execution in recent years, and significant asset
base for the secured lenders.

The Negative Rating Outlook reflects AMD's deteriorating credit
protection measures and the expectation that cost improvements
and revenue growth have to occur in the first half of 2003 or
further rating action could be taken as leverage and interest
coverage will remain weak for the rating category. Despite the
current debt financings, long-term liquidity remains a concern
as the quarterly cash burn rate of the company is in the $150-
$250 million range and the amortization schedule for the
company's secured Dresden (Germany) term loans is fairly
aggressive with $215 million due in 2003 and $160 million in
2004. In addition, there is uncertainty regarding AMD's long-
term competitive position in the microprocessor segment of the
semiconductor industry, the execution risk of a restructuring
program that will continue into 2003, and a possibly delayed
capital expenditure program for next-generation manufacturing.

At the third quarter ended Sept. 29, 2002, AMD's cash position
was approximately $870 million. With expected additional secured
term loan borrowings of approximately $45 million from
previously arranged financing as well as the current convertible
senior notes, which will be structurally subordinated to all
secured financing, the company's near-term liquidity has
improved. Additionally, AMD has an undrawn $200 million secured
bank revolver expiring in July 2003. However, with pressured
operating cash flow and substantial quarterly capital
expenditure requirements, Fitch estimates net free cash flow
will be negative for the fourth quarter and at least the first
half of 2003, but should materially improve sequentially as cost
reductions take effect. Revenue for the first three quarters of
2002 declined 31% compared to 2001 due to weak PC demand and an
overall challenging IT spending environment. The company had
approximately negative $80 million of EBITDA for the first three
quarters of 2002 versus $521 million for the comparable period
in 2001 while capital spending was approximately $550 million
for each of the same periods. As a result, AMD's net free cash
flow was approximately negative $520 million versus a cash burn
rate of $360 million in 2001.

AMD has announced a three-phase restructuring plan to reduce
operating losses. The first part of the plan involving
rebalancing channel inventory has been completed. Secondly,
secured and unsecured debt financing totaling approximately $500
million has been arranged while capital expenditures will be
reduced slightly to an estimated $750 million from $850 million.
The final phase includes cost cutting to reduce AMD's break-even
revenue levels, which is estimated to significantly improve
sequential EBITDA to flat levels in the fourth quarter of 2002.
AMD currently estimates that restructuring and other special
charges in the fourth quarter will be in the range of $300
million to $600 million, of which approximately $100 million
will be cash and paid over the next several quarters.

AMD's debt structure is evenly spilt between secured and
unsecured financing. At the third quarter total pro-forma debt,
including the recently issued $350 million convertible notes,
was $1.9 billion, up from $1 billion in December 2001. In
February 2002 the company also issued $500 million 4-3/4%
convertible senior debentures due 2022 and putable in 2009. The
remaining approximate $1 billion of debt consists primarily of
the secured Dresden term loans, additional secured financing of
$155 million which was arranged in September 2002, and capital
leases. Approximately $552 million was outstanding as of the
third quarter 2002 for the primary credit facility available for
the Dresden, Germany, microprocessor fabrication facilities (due
from 2001-2005) from a German bank-led consortium and 65%
guaranteed by the German government. Additionally associated
with the Dresden facility, AMD has taken advantage of $284
million of $407 million available German government capital
investment grants and all of its $146 million available interest
subsidies. AMD has approximately $250 million of annual debt and
capital lease obligations for 2003 and 2004.


ADVANCED TISSUE: Closes Dermagraft Interest Sale to JV Partner
--------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) has completed
the sale of its interest in the Dermagraft(R) Joint Venture to
its joint venture partner, Smith & Nephew. The sale was made
under the previously announced terms approved by the United
States Bankruptcy Court for the Southern District of California.

The Company also announced that as a result of the closing of
the sale, it has received net proceeds of $7.0 million. This
amount relates to $10 million in cash paid by Smith & Nephew for
the company's interest in the Dermagraft Joint Venture, less $3
million advanced to the company by Smith & Nephew as debtor in
possession financing. The net proceeds are subject to subsequent
adjustments relating to inventory levels and other issues.

Separately, the company will be publishing today, November 26, a
Legal Notice Of Claims Deadline of December 31, 2002, for filing
of claims by creditors. The Bankruptcy Court has set
December 31, 2002, as the last date for creditors to file proofs
of claim against the company. A copy of the notice will be
attached as an exhibit to the company's Current Report on Form
8-K to be filed with the SEC. Shareholders of the company do not
need to file a proof of claim in order to prove that they own
shares of the company's stock. More information on the
procedures for filing proofs of claim against the company can
also be found in the Bankruptcy Court's order approving the
claims deadline.


ALLIANT ENERGY: Initiates Strategic Steps to Bolster Financials
---------------------------------------------------------------
Alliant Energy Corp., (NYSE: LNT) announced that its Board of
Directors has approved five strategic actions designed to
maintain a strong credit profile, strengthen its balance sheet
and position the company for improved long-term financial
performance.  Alliant Energy also provided updated 2003 adjusted
earnings guidance, which reflects the impact of these actions.

"These actions signal a shift to less aggressive growth targets
primarily driven by our utility operations," said Erroll B.
Davis, Jr., chairman, president and chief executive officer of
Alliant Energy.  "We expect the steps we are taking to
strengthen our balance sheet and assist us in maintaining strong
credit ratings in the current environment of tighter capital and
credit markets.  We have made some difficult decisions, but
believe these efforts will enable us to deliver sustainable,
long-term value for our shareowners."

The five strategic actions are:

     1.  Realizing the value from the exit of certain non-
         regulated businesses;

     2.  Reducing the targeted annual common stock dividend from
         $2.00 to $1.00 per share;

     3.  Reducing anticipated capital expenditures in 2002 and
         2003;

     4.  Planning to raise approximately $200-300 million of
         common equity in 2003, dependent on market conditions
         at such time; and

     5.  Implementing additional cost control measures

"The equity offerings and sale of certain non-regulated assets
have been part of our plan for some time," said Davis.  "In
order to strengthen our balance sheet, the asset sales will now
be executed on an accelerated schedule and we anticipate they
will reduce our debt levels by approximately $800 million to $1
billion over the next 12 months.  The cost controls will be an
extension of steps we have been putting in place since Alliant
Energy was formed and will be implemented in a manner that will
not negatively impact utility service reliability or safety.
The reduction in the dividend policy is a difficult, but
prudent, step we must take in recognition of the current
realities of the credit and capital markets facing all energy
companies."

The company announced in its third quarter earnings release in
late October that it would engage in a comprehensive review of
possible strategic actions to maintain strong credit ratings and
strengthen the balance sheet, and that it would release the
result of that review within four to six weeks.

"The credit ratings in our industry have been under pressure and
our ratings are no exception," said Davis.  "The plan we have
outlined [Fri]day clearly demonstrates our unwavering commitment
to maintaining strong credit ratings.  In spite of such
strategic actions, a credit rating downgrade remains a plausible
outcome.  However, we fully expect today's announced strategic
actions to support a strong balance sheet and credit rating now,
and in the future, without jeopardizing our company's ability to
achieve solid earnings growth in the years to come."

                 Sale of non-regulated assets

As part of its ongoing and previously stated effort to narrow
the number of business platforms and focus on core, utility-
related businesses, Alliant Energy announced its commitment to
pursue the sale of, or other exit strategies for, a number of
non-regulated businesses over the next 12 months. These
businesses include Alliant Energy's Whiting (oil and gas),
Australian, affordable housing and several other non-core
businesses which have an aggregate book capitalization,
including debt, of approximately $900 million. Alliant Energy
anticipates a reduction of approximately $800 million to $1
billion in debt currently outstanding as a result of these
transactions.

"This portfolio of businesses has been profitable and represents
assets from which we are confident we can harvest value in
2003," said Davis.  "While we expect each of these businesses
will deliver positive earnings in 2002, they are either not in
line with our core business strategy and/or produce significant
earnings volatility.  These are necessary decisions as we seek
to focus on a narrower core of utility-related businesses and
manage through our near-term financial challenges.  In
aggregate, we believe we can exit these businesses at a gain in
2003.  We will also continue to evaluate the potential sales of
other non-strategic assets in our continuing quest to narrow our
existing strategic platforms," said Davis.

                        Dividend Reduction

Alliant Energy's recent dividend yield and payout ratios have
been significantly higher than industry averages.  More
importantly, the existing dividend exceeds Alliant Energy's
current regulated utility earnings.  In order to strengthen the
company's balance sheet, enhance credit quality and improve the
company's financial flexibility, Alliant Energy's Board of
Directors has decided to reduce the targeted annual common stock
dividend from $2.00 per share to $1.00 per share, effective with
the dividend to be declared and paid in the first quarter of
2003.

"Our previous dividend policy presumed we could grow into a more
typical dividend payout ratio over time," said Davis.  "While we
were willing to exercise that patience, the market was not.  We
understand the importance of the dividend to our income-oriented
investors and this was not a decision the Board took lightly.
However, reducing the dividend is an important factor in
enhancing Alliant Energy's financial strength and flexibility,
which we believe is one of our primary responsibilities to our
shareowners.  The adjusted dividend level also provides Alliant
Energy with a more sustainable dividend payout ratio based upon
utility earnings and comparable utility industry average payout
ratios."

                      Capital Expenditures

Alliant Energy has reduced its aggregated 2002 and 2003
anticipated construction and acquisition expenditures by
approximately $400 million compared to the amounts most recently
disclosed.

"Our domestic utilities have always been the foundation of our
company and we are maintaining our anticipated utility capital
expenditures at or above our historical levels," said Davis.
"We are committed to continuing to provide safe, reliable and
environmentally sound service to our utility customers. However,
we must continue to receive fair and timely rate relief in order
to continue an appropriate level of capital expenditure in our
utilities."

Davis reiterated that the company does not plan to invest any
additional capital in Brazil or any other international
operations through 2003.

                      Common Equity Offering

Alliant Energy is currently reviewing various alternatives to
lower its current debt-to-capitalization ratios.  In addition to
the debt reductions resulting from the successful execution of
the other strategic actions, Alliant Energy currently plans to
raise additional common equity of approximately $200-300 million
in 2003, dependent on market conditions at such time.

"The vast majority of the proceeds from any common stock
offerings will be directed towards additional capital
investments into our regulated domestic utilities, including the
company's Power Iowa initiative," said Davis.  "This is yet
another sign of our strong commitment to safe, reliable and
environmentally sound utility service."

Alliant Energy is addressing its needs for additional equity
within its utility businesses in several rate cases in its
various jurisdictions.

                         Cost Controls

The company expects its recently announced Six Sigma program
will enhance its aggressive ongoing cost control efforts.
Additionally, Alliant Energy also expects to begin realizing
cost savings from the implementation of a new enterprise
resource planning system that was placed in service in October
2002.  Alliant Energy will also heighten its focus on operating
its domestic utility business in a manner that ensures alignment
of operating expenses with the revenues granted in its various
rate filings.

               Adjusted Earnings Guidance Update

The company acknowledges that the potential sale of certain non-
regulated assets, the dilutive impact of planned common equity
offerings and reduced capital expenditures will impact 2003
earnings.  Based on the strategic actions announced today,
Alliant Energy is issuing adjusted earnings guidance of $1.65 to
$1.90 per diluted share for 2003.  This earnings guidance does
not include any potential gains, losses, restructuring charges
or other potential accounting adjustments related to the
proposed asset sales, the impact of certain non-cash SFAS 133
valuation adjustments or any asset valuation charges that
Alliant Energy may incur in 2003.  The guidance includes $0.20
to $0.30 per diluted share of expected adjusted earnings from
the businesses Alliant Energy is committed to exiting in 2003
prior to the respective estimated transaction dates.  This last
assumption is highly dependent on the accuracy of Alliant
Energy's estimates as to the closing dates of the proposed asset
transactions.

The guidance assumes adjusted earnings from the regulated
domestic utilities to be between $1.75 and $1.95 per diluted
share in 2003.  The company expects these results to be offset
somewhat in 2003 by the results from its non-regulated
operations.

"We do not expect our Brazil investments to be profitable in
2003," said Davis.  "However, with continued operational
improvements, increased sales, more stable political, regulatory
and economic environments, and the benefit of a strong
partnership, we believe we are positioned to see improved
results in 2003."

Drivers for Alliant Energy's earnings estimates include, but are
not limited to:

     *  Normal weather conditions in its domestic and
        international utility service territories

     *  Economic development and sales growth in its utility
        service territories

     *  Continuing cost controls and operational efficiencies

     *  Ability of its domestic and international utility
        subsidiaries to recover their operating costs, and to
        earn a reasonable rate of return, in current and future
        rate proceedings as well as recover their purchased-
        power and fuel costs

     *  Improved results of its Brazil investments and no
        material adverse changes in the rates allowed by the
        Brazilian regulators

     *  Improved results of its other non-regulated businesses

     *  No additional material permanent declines in the fair
        market value of, or expected cash flows from, Alliant
        Energy's investments

     *  Other stable business conditions, including an improving
        economy

     *  Continued access to the capital markets to execute
        Alliant Energy's strategic plan

     *  Ability of Alliant Energy to successfully execute its
        proposed asset sales at values and timelines that are
        consistent with the assumptions underlying its earnings
        guidance

"With our commitment to a stronger financial profile and the
dedication of our employees, we believe Alliant Energy is poised
for future success, which includes a continued excellent energy
value for our customers and improved long-term value for our
shareowners," said Davis.

Alliant Energy Corporation -- http://www.alliantenergy.com--
(NYSE: LNT), headquartered in Madison, Wis., is a growing
energy-services provider with operations both domestically and
internationally.  Alliant Energy, through its subsidiaries and
partners, provides electric, natural gas, water and steam
services to over three million customers worldwide.  Alliant
Energy Resources, Inc., home of the company's non-utility
businesses, has operations and investments throughout the United
States as well as in Australia, Brazil, China and New Zealand.

Alliant Energy's September 30, 2002 balance sheet shows that
total current liabilities eclipsed total current assets by about
$400 million.


ALLIED WASTE: Reports Price Cap for $75 Mill. Sr. Note Offering
---------------------------------------------------------------
Allied Waste Industries, Inc., (NYSE: AW) announced that Allied
Waste North America, Inc., its direct wholly-owned subsidiary,
has priced $75 million in senior notes, in a private placement
under Rule 144A of the Securities Act of 1933, which is a tack
on offering to AWNA's $300 million 9.25% senior notes issued
November 15, 2002.  The $75 million senior notes contain terms
identical to the $300 million senior notes and will be issued at
a price of $103.25, yielding 8.67%.

AWNA intends to the use proceeds from the sale of these notes to
ratably repay portions of tranches A, B and C of the term loans
under its senior secured credit facility.  Closing of the
issuance of these new notes is expected to occur on November 26,
2002.

"We are pleased to be able to take advantage of favorable market
conditions directly following our successful $300 million
offering last week," said Thomas W. Ryan, Executive Vice
President and CFO of Allied Waste.

The offer of these senior notes was made only by means of an
offering memorandum to qualified investors and has not been
registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration under
the Securities Act or an exemption from the registration
requirements of the Securities Act.

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States.  As of September 30, 2002, the Company operated 343
collection companies, 174 transfer stations, 168 active
landfills and 65 recycling facilities in 39 states.

As previously reported, Allied Waste's $250 million Senior
Secured Notes have been rated by Fitch and Moody's at 'BB-' and
'Ba3', respectively.


ANC RENTAL: Seeks Nod to Extend MBIA Notes to February 28, 2003
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to:

-- authorize them to amend the MBIA Notes for the continued
   release of funds from the Collection Accounts to the Lessor
   SPEs through and including February 28, 2003 in the maximum
   revolving amount not to exceed $2,300,000,000;

-- provide certain fees in connection with the amendment;

-- grant certain protections relating to the Amendment; and

-- enter into other agreements and documents necessary to
   consummate the transaction.

Pursuant to a term sheet, the amendment provides for the
continued release of funds from the Series 1999-1 Collection
Account, the Series 1999-3 Collection Account, the Series 2000-4
Collection Account and the Series 2001-2 Collection Account
until February 28, 2003 in a maximum revolving amount not
exceeding $2,300,000,000.

William J. Burnett, Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, tells the Court that the funds received
by the Lessor Special Purpose Entities pursuant to the amendment
of the MBIA Notes will be used to fund another of the Debtors'
vehicle fleet acquisition.  The MBIA Notes are secured by a
first priority lien on the vehicles purchased with the proceeds
of the MBIA Notes and all other collateral relating to the
vehicles.

According to Mr. Burnett, in order to induce MBIA to agree to
the Amendment, the Debtors will provide certain fees to MBIA,
including extension fees equal to $1,000,000.  In addition, the
Debtors will also seek the Court's authority to provide and
confirm certain protections to the Master Lease Agreements to
the Lessor SPEs, the Trustee and the Master Collateral Agent.

Mr. Burnett relates that the Debtors have investigated the
possibility of obtaining fleet financing from alternative
sources and have determined that alternative financing
arrangements would be less advantageous.  The financing is
critical to the Debtors' ability to obtain new vehicles and to
their Reorganization efforts.

Mr. Burnett explains that if the Debtors are denied their
request to consummate the amendment, the Debtors' ability to
serve their customers and adequately maintain their business
operations will be materially impaired since the Debtors'
business is dependent on their ability to maintain their fleet.
(ANC Rental Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ANNUITY & LIFE: Fitch Junks Insurer's Financial Strength Rating
---------------------------------------------------------------
Fitch Ratings has lowered the insurer financial strength rating
of Annuity & Life Reassurance, Ltd., to 'CCC' from 'BBB+'. The
Rating Watch has been changed to Evolving from Negative.

Friday's rating action is in response to recent discussions
Fitch has held with senior management and public disclosures
regarding ANR's current financial condition. In particular, the
rating action reflects Fitch's opinion of ANR's liquidity
position and financial flexibility. Fitch believes that at the
present time, there is a significant risk that ANR will not be
able to satisfy its obligations to accept additional ceded
business under its existing reinsurance treaties. Such
circumstances are not consistent with Fitch's published
definition of ANR's previous rating category.

Being Bermuda-based, ANR is an unauthorized reinsurer in the
U.S., and like all unauthorized reinsurers, it must post
collateral to the benefit of its U.S. ceding companies per U.S.
regulatory requirements. Such collateral can be provided in the
form of trust deposits and/or letters of credit. On Aug. 22,
2002, Fitch downgraded ANR's IFS rating from 'A-' to 'BBB+',
citing our view that ANR's business model has become overly
dependent on the company's ability to obtain credit in various
forms to allow it to provide collateral to its U.S.-based ceding
companies. Today's rating action reflects what Fitch views as
the growing risk associated with this business model.

ANR is currently in negotiations to raise additional capital to
fill a collateral requirement of between $140 and $230 million
by year-end 2002. This collateral requirement was disclosed in a
Form 8-K filed with the Securities and Exchange Commission on
Nov. 19, 2002. ANR is also in various stages of negotiations to
retrocede or sell certain of its reinsurance treaties in an
effort to reduce its collateral requirement. However, there can
be no assurance that these negotiations will be successful.

Following the release of ANR's delayed third quarter 10-Q, Fitch
plans to continue its ongoing dialogue with management to
discuss operating performance and negotiations related to
capital raising and the reduction in collateral requirements. As
these negotiations continue, Fitch will continue to assess ANR's
financial position to determine whether or not the company has
placed itself in a position to comply with its obligations under
its reinsurance treaties.

The Rating Watch reflects Fitch's belief that if ANR is
successful in removing these risks, the company will be reviewed
for a possible upgrade. On the other hand, if ANR fails to
resolve its liquidity issues, additional downgrades are
possible.

                    Annuity & Life Reassurance, Ltd.

  -- Insurer financial strength   Downgrade   'CCC'/ Evolving.


ASIA GLOBAL CROSSING: DebtTraders Gives "HOLD" Recommendation
-------------------------------------------------------------
DebtTraders has recommended that Asia Global Crossing
bondholders HOLD their bonds. According to DebtTraders analyst,
Matthew Breckenridge, CFA (1 212 247-5300), the recommendation
was made as a result of their review of the Company's plan to
sell substantially all of its assets to Asia Netcom Corporation
Ltd., a wholly owned subsidiary of China Netcom Corporation
Limited.

Mr. Breckenridge reported that "[DebtTraders] see[s] little
downside from current prices, and [they] view the January 16
auction as an option on a higher recovery."

"Furthermore, we would recommend buying the 13.375% Senior Notes
due 2010 at prices of 10.25 and below, providing a 20%
annualized rate of return from our Worst Case recovery
estimate," he continued.

On November 17, Asia Global Crossing and its subsidiaries filed
for chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Southern District of New York.

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


ASSET SECURITIZATION: Fitch Hatchets Two Note Classes to B/CCC
--------------------------------------------------------------
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1995-MDIV classes B-1, B-2, B-2H and A-CS3
are downgraded by Fitch Ratings and removed from Rating Watch
Negative as follows: $67.7 million class B-1 to 'B' from 'BB',
$38.7 million class B-2, $1,000 class B-2H, interest-only class
A-CS3 to 'CCC' from 'B'. In addition, Fitch affirms the
following certificates: $358.2 million class A-1 and interest-
only class A-CS2 at 'AAA', $67.7 million class A-2 at 'AA+',
$53.2 million class A-3 at 'A+', $58 million class A-4 at 'BBB+'
and $29 million class A-5 at 'BBB'. The rating actions follow
Fitch's annual review of the transaction, which closed in
October 1995.

The downgrades are a result of the continued poor performance
and deterioration of the hotel loans in the transaction, which
account for 49% of the current pool balance. At origination, the
mortgage pool consisted of nine loans secured by a total of 154
properties. Currently, the pool consists of seven loans, secured
by 135 properties including the Koll loan, which has been fully
defeased. As of the November 2002 distribution date, the
certificate balance had been reduced by approximately 30%, to
$672.5 million from $967.2 million at closing. Since closing, no
delinquencies have been reported.

The Motels of America loan (19.6% of current pool balance) is
secured by 93 limited-service hotels with 7,206 rooms located in
29 states. This loan continued to show declining cash flow since
issuance. The reduction in revenues is mainly due to increased
competition in the area where the hotels are located as well as
current market conditions of the hotel industry and the effects
of Sept. 11. The trailing twelve month June 2002 weighted
average debt service coverage ratio, using a 11.19% constant,
was 1.16 times down from 1.21x for TTM September 2001 and 1.66x
at issuance. The TTM June 2002 occupancy was 69.7%, down from
72.2% for TTM September 2001 and 70.1% at issuance. Revenue per
available room for TTM June 2002 was $33.74 down from $38.06 for
TTM September 2001, but above $26.77 at issuance. The properties
were all inspected in 2002 and received good to excellent grades
with the exception of three, which received fair grades due to
ongoing repairs at the properties as well as deferred
maintenance. The loan is currently on the master servicer's
watchlist due to the borrower notifying the servicer of a
potential problem with its ability to make their next debt
service payment due to continued decline in revenues at many of
their properties.

The Columbia Sussex loan (17.1% of current pool balance)
consists of ten full-service hotels, totaling 2,790 rooms,
located in eight states. The decline in performance is a
reflection of the current conditions of the hotel industry as
well as the continued effects of Sept. 11, which have
significantly affected occupancy rates at the properties. The
TTM June 2002 DSCR, using a 10.48% constant, was 1.54x down from
1.85x for TTM September 2001 and 1.85x at issuance. Occupancy
for TTM June 2002 declined to 52% from 54% for TTM September
2001 and 64% at issuance. RevPAR for TTM June 2002 decreased to
$50.49 from $55.87 for TTM September 2001, but is still above
$49.59 at issuance. All properties were inspected in 2002 and
received good grades with deferred maintenance noted at only one
property.

The Hardage loan (12.1% of current pool balance) consists of 13
extended stay hotels, totaling 1,544 rooms located in 10 states.
The decline in net cash flow is attributed to increased
competition combined with the effects of Sept. 11 and weak
demand for lodging services. As a result of the changing
operating environment, the hotels' sales effort have been forced
to focus less on higher-rated corporate travel and more on
lower-rated extended stay and government business. Rates have
dropped, as management has tried to maintain occupancy at the
properties. The TTM June 2002 DSCR, using a 10.52% constant, was
0.99x remaining stable from 0.99x TTM September 2001 but down
from 1.68x at issuance. Occupancy for TTM June 2002 remained
stable at 73.4% compared to 73.6% for TTM September 2001 but
down from 82% at issuance. RevPAR for TTM June 2002 declined to
$62.69 compared to $70.53 for TTM September 2001 and $69.35 at
issuance. All properties were inspected in 2002 and most
received good grades with deferred maintenance noted at one
property. The loan is on the master servicer watchlist due to
its continued declining performance.

Of the remaining loans in the transaction, the G&L, Crescent and
Hallwood portfolio's continued to perform above their original
levels at issuance. The TTM June 2002 DSCR for the G& L
portfolio, using a constant of 9.23%, was 1.49x up from 1.40x at
issuance. The TTM June 2002 DSCR for the Crescent portfolio,
using a constant of 9.23%, was 2.54x up from 1.96x at issuance.
The TTM June 2002 DSCR for the Hallwood portfolio, using a
constant of 9.82%, was 2.42x up from 1.68x at issuance.

Fitch will closely monitor this transaction and the performance
of the hotel loans in light of the current concerns regarding
the hotel industry.


ATLANTIC HARDWARE: Parent Settles $6-Mill. Guaranty Liability
-------------------------------------------------------------
Colonial Commercial Corp., said that it and its wholly-owned
subsidiary, Universal Supply Group, Inc., have settled a
potential $6 million liability for $2.5 million, payable over a
five-year period.

The liability arose from the guaranty by Colonial and Universal
of the bank debt of Colonial's subsidiary, Atlantic Hardware &
Supply Corporation, which is now a discontinued operation.
Atlantic, a distributor of door and door hardware, had a year
2000 loss from its investment in a door manufacturer, and then
suffered a downturn in business following the events of
September 11, 2001, forcing it to file for Chapter 11 protection
in January 2002.

As a result of the settlement, Colonial and Universal are
looking forward to a resumption of profitable operations and
growth. Universal had $31,080,398 in sales in 2001, anticipates
13% sales growth in 2002, and expects further increases in the
year 2003 and beyond.

Universal distributes climate control systems and heating and
air conditioning equipment to heating, ventilation and air
conditioning contractors, which, in turn, sell such products to
residential and commercial/industrial customers.  Universal is
headquartered in Hawthorne, New Jersey, and operates out of ten
locations in the New York-New Jersey metropolitan area.  In
addition to its approximately 500 different products, Universal
also provides control system design, custom control panel
fabrication, technical field support, in-house training, and
climate control consultation for engineers and installers.


BORDEN CHEMICALS: Delaware Court Approves Disclosure Statement
--------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership
announced that the United States Bankruptcy Court for the
District of Delaware has approved the joint disclosure statement
for the proposed plan of liquidation of BCP and its general
partner, BCP Management, Inc.

The disclosure statement contains information used by creditors
to evaluate the proposed plan of liquidation. The court's
approval of the disclosure statement allows BCP and BCPM to
commence the solicitation of creditor votes for approval of
their joint plan, an important next step toward the conclusion
of the Chapter 11 process.

The disclosure statement, plan of liquidation and ballots to
vote on the plan are to be mailed to creditors during the week
of December 9, 2002. The deadline for casting ballots is January
8, 2003. The court has established January 24, 2003 as the date
for the plan of liquidation confirmation hearing.

                 Recoveries Proposed Under Plan

Upon confirmation and consummation of the plan of liquidation,
the assets of BCP and BCPM each will be reduced to cash and
distributed to their respective claimants according to
priorities dictated by the U.S. Bankruptcy Code, and BCP and
BCPM will cease to exist as legal entities.

The plan of liquidation will be funded through the sale and
liquidation of remaining BCP and BCPM assets. Some claims have
already been satisfied through the sale of some of BCP's
facilities. The remaining proceeds will be used in the
completion of recoveries to creditors. The remaining assets of
BCP and BCPM will go into separate liquidating trusts. Creditors
and noteholders of BCP and creditors of BCPM will receive
recoveries in the form of cash from the respective liquidation
trusts.

Commonly held units of Borden Chemicals and Plastics Limited
Partnership, the limited partner of BCP, as well as the general
partner interest of BCPM, will be extinguished without any
distribution to holders of those interests.

               Update on Sale of Geismar Facility

On August 19, 2002, the court approved the sale of BCP's
Geismar, La., polyvinyl chloride facility to Geismar Vinyls
Corporation, an affiliate of The Westlake Group. Closing of the
sale was dependent on the finalization of a number of related
agreements, including environmental agreements between BCP and
other parties and the Environmental Protection Agency. The court
approved these environmental agreements on October 22, 2002. BCP
continues to work with GVC towards closing the sale.

BCP and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on April 3, 2001. BCPM filed a voluntary petition for
Chapter 11 protection on March 22, 2002.

Borden Chemicals and Plastics Limited Partnership (BCPLP), the
limited partner of BCP, was not included in the Chapter 11
filings.

Borden Chemical & Plastics' 9.50% bonds due 2005 (BCPU05USR1)
are trading at half a penny on the dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1
for real-time bond pricing.


BUDGET GROUP: Settles Trademark Infringement Lawsuit vs. Ryder
--------------------------------------------------------------
Ryder System, Inc., (NYSE:R) a global leader in transportation
and supply chain management solutions, has reached a favorable
out-of-court settlement of its trademark infringement litigation
against Budget Group, Inc.  The settlement resolves the
longstanding brand confusion in the marketplace since the 1996
sale of Ryder's consumer "yellow" truck rental business, which
included limited use of the Ryder mark.

The settlement immediately terminates Budget's use of the Ryder
name/trademark in advertising, location signage, the Internet,
telephone communications, and on all company identifying
materials. Budget also agreed to accelerate the removal of the
Ryder name/trademark from all existing consumer "yellow" trucks
beginning in January 2003, with conversion of the entire fleet
by the end of 2004. Additionally, the settlement awards Ryder a
$1.25 million cash payment.

"We are pleased with the settlement which returns the Ryder
brand to our current lines of business - commercial
transportation and logistics services worldwide," said Gregory
T. Swienton, Ryder's Chairman, President and Chief Executive
Officer. "The Ryder brand is a valuable asset that is well known
for providing high-quality service and innovative solutions to
commercial customers. The agreement with Budget protects the
value of our brand."

Ryder operates a commercial truck rental and leasing fleet of
more than 170,000 vehicles, one of the largest operations in the
world. The company sold its consumer "yellow" truck rental
division in 1996. Those business operations were subsequently
purchased by Budget and operated under the name "Ryder TRS"
pursuant to a Trademark License Agreement signed in connection
with the 1996 sale.

In March 2002, Ryder terminated the Trademark License Agreement
and filed suit in federal court in New York against Budget and
the company operating as Ryder TRS, based on breaches of the
Trademark License Agreement and violations of state and federal
law.

In July 2002, Budget filed for federal bankruptcy protection.
Cendant Corp. today purchased substantially all of Budget's
assets out of bankruptcy. Ryder's settlement agreement with
Budget and Cendant is aimed at ending the brand confusion the
company has experienced in the marketplace since the 1996 sale.

Ryder provides leading-edge logistics, supply chain and
transportation management solutions worldwide. Ryder's product
offerings range from full-service leasing, commercial rental and
programmed maintenance of vehicles to integrated services such
as dedicated contract carriage and carrier management.
Additionally, Ryder offers comprehensive supply chain solutions,
consulting, lead logistics management services and e-Business
solutions that support customers' entire supply chains, from
inbound raw materials and parts through distribution and
delivery of finished goods. Ryder serves customer needs
throughout North America, in Latin America, Europe and Asia.

The National Safety Council selected Ryder to receive the 2002
Green Cross for Safety Medal - its highest honor - for exemplary
commitment to workplace safety and corporate citizenship. For
the sixth consecutive year, Ryder was featured in the 2002
Fortune Most Admired Companies survey of corporate reputations.
Forbes named Ryder to its "Magnetic 40" as "Best in
Transportation and Logistics" for creating a "network of
partnerships that can spur growth, innovation and most
important, serve customers better." InternetWeek named Ryder as
one of the top 100 U.S. companies for effectiveness in using the
Internet to achieve tangible business benefits. For the fifth
consecutive year, Inbound Logistics recognized Ryder in 2002 as
the top third-party logistics provider.

Ryder's stock is a component of the Dow Jones Transportation
Average and the Standard & Poor's 500 Index. With 2001 revenue
of $5 billion, Ryder ranks 341st on the Fortune 500 and 326th on
Barron's 500.

For more information on Ryder System, Inc., visit
http://www.ryder.com


BUDGET GROUP: Court Okays KPMG as Debtor's Financial Advisor
------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware's to
employ and retain KPMG LLP as their financial advisor and
auditor, pursuant to Sections 327(a) and 105(a) of the
Bankruptcy Code.

KPMG will render financial advisory and auditing services, as
needed throughout the course of these Chapter 11 cases,
including:

A. Financial Advisory Services:

   -- Assistance in the preparation of reports or filings as
      required by the Bankruptcy Court or the Office of the
      United States Trustee, including, but not limited to
      Schedules of Assets and Liabilities, Statements of
      Financial Affairs, mailing matrices and monthly operating
      reports;

   -- Assistance in the preparation of financial information for
      distribution to creditors and other parties-in-interest,
      including but not limited to analyses of cash receipts and
      disbursements, financial statement items and proposed
      transactions for which Bankruptcy Court approval is
      sought;

   -- Assistance with analysis, tracking and reporting regarding
      cash collateral and any debtor-in-possession financing
      arrangements and budgets;

   -- Assistance with implementation of bankruptcy accounting
      procedures as required by the Bankruptcy Code and
      generally accepted accounting principles, including
      Statement of Position 90-7;

   -- Assistance with formulating a plan of reorganization and
      preparation of an accompanying disclosure statement;

   -- Assistance with issues relating to the confirmation of a
      plan of reorganization, including assistance with claims
      resolution and the preparation of liquidation analyses;

   -- Analysis of assumption and rejection issues regarding
      executory contracts and leases;

   -- Evaluation of potential employee retention and severance
      plans;

   -- Assistance with identifying and implementing potential
      cost containment opportunities;

   -- Assistance in preparing communications to employees,
      customers and creditors;

   -- Assistance to the Company with due diligence activities
      for the purpose of obtaining DIP financing.  This
      assistance will include accumulating and summarizing
      information related to accounts receivable, fleet assets,
      the borrowing base calculation and the repurchase
      agreements; and

   -- providing any other financial and business advisory
      services as required by the Debtors and their legal
      counsel.

B. Auditing Services:

   -- Audit and review examinations of the financial statements
      of the Debtors as may be required from time to time;

   -- Analysis of accounting issues and advice to the Debtors'
      management regarding the proper accounting treatment of
      events;

   -- Assistance in the preparation and filing of the Debtors'
      financial statements and disclosure documents required by
      the Securities and Exchange Commission;

   -- Assistance in the preparation and filing of the Debtors'
      registration statements required by the Securities and
      Exchange Commission in relation to debt and equity
      offerings;

   -- Performance of any necessary agreed upon procedures either
      required or requested in connection with the Debtors' new
      or existing credit facilities; and

   -- Performance of other accounting services for the Debtors
      as may be necessary or desirable.

The normal and customary hourly rates for financial advisory
services to be rendered by KPMG are:

      Partners/Principals          $540 - $570
      Directors                    $420 - $480
      Managers                     $330 - $390
      Senior Associates            $240 - $300
      Associates                   $150 - $210
      Paraprofessionals            $120

The normal and customary hourly rates for the accounting and
auditing services to be provided by KPMG are:

      Partners                     $415 - $550
      Senior Managers              $375 - $500
      Managers                     $250 - $380
      Senior Associates            $165 - $330
      Associates                   $150 - $200
(Budget Group Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


COMDISCO INC: Tinkers with Shared Investment Plan Relief
--------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates propose to modify the
Shared Investment Plan Relief with these provisions:

  (1) The Debtors propose 70% SIP Relief to all terminated SIP
      Participants, subject to the existing terms and conditions
      of the Plan provided that, to be eligible, each SIP
      Participant must:

      -- provide adequate protection assurance to the Debtors of
         their ability to repay unrelieved amounts, including
         general financial strength of the Participant, periodic
         cash payments to pre-fund unrelieved liability,
         collateral coverage or other appropriate assurance; and

      -- execute a general release and waiver of all claims of
         any type against all persons, which are in any way
         related to the Debtors or the SIP and an unconditional
         promise to pay all unrelieved amounts, provided that
         the release will not apply to any SIP Lender; and

  (2) As to all Go-Forward SIP Participants, the Debtors propose
      to offer 80% SIP Relief, provided that the Participants
      execute a general release and waiver of all claims with an
      unconditional promise to pay their obligations.

                             Responses

1. Litigation Trustee

   Jonathan W. Young, Esq., at Wildman, Harrold, Allen & Dixon,
   in Chicago, Illinois, relates that the Debtors' Modification
   Notice discloses their intention to provide specified
   supplemental relief to the SIP Participants.  The Relief
   substantively modifies the Debtors' rights respecting its
   claims against the SIP Participants.

   Mr. Young points out that as long as the proposed relief has
   been approved by an 80% vote of the Debtors' Board of
   Directors, the Debtors are empowered under the Trust
   Agreement to grant the relief for which the Trustee has no
   ability to be heard on the issue.

   John W. Costello, Litigation Trustee for the Debtors'
   Litigation Trust, has been advised that the Proposed Relief
   was approved by an 80% vote of the Debtors' Board of
   Directors and is awaiting documentation of the vote.
   Accordingly, Mr. Costello is not able to take a position on
   the Relief and has not conducted any independent review or
   analysis of the Relief.

   Accordingly, Mr. Costello seeks to reserve all of his rights
   and remedies under the Trust Agreement and applicable law in
   the event that the documentation provided discloses issues
   respecting the Board of Directors' vote on the issue.

2. SunGard Data Systems, Inc.

   Richard M. Bendix, Esq., at Schwartz Cooper Greenberger &
   Krauss Chartered, in Chicago, Illinois, relates that SunGard
   Data Systems, Inc. is averse to any modification of the SIP
   Relief, which may affect SunGard's Assumed SIP Liability.

   Mr. Bendix argues that the Relief in the SIP modification
   should specify that the Relief is without prejudice and will
   not affect SunGard's rights for any assumed SIP liability
   against any party.

   Thus, SunGard asks the Court to deny the Debtors' notice if
   it affects SunGard's Assumed SIP Liability.

3. Certain SIP Participants

   William J. Raleigh, Esq., at Raleigh & Cahill, PC, in
   Chicago, Illinois, relates that certain SIP Participants are
   opposed to the proposed modifications to the SIP Relief
   because it is fundamentally inconsistent with the Debtors'
   recent filings with the Securities and Exchange Commission
   and the Court.

   These SIP Participants are: John Blair, Bryant Collins, David
   Coons, Chuck Dale, Steve Davis, Charles DeMory, Ward Doonan,
   James Duncan, Paul Edstrom, Harold Finkel, Jeremiah
   Fitzgerald, Victor Fricas, Thomas Gazdziak, Rosemary Geisler,
   Greg Gifford, Allan Graham, Steve Grundon, Bruce Grybas, Jay
   Haller, Scott Harvey, Michael Herman, Joseph Hold, Jim
   Hyland, Roger Innes, Jim Jenks, David Keenan, John Kenning,
   Jeff Keohane, Jeff Knaus, Heide Levin, Mitch Levine, Stephen
   McFarland, Michael McFarland, Andrew Mitzen, Charles Neff,
   Keith Olenek, Edward Pacewicz, Lyssa Kaye Paul, Michael
   Poisella, Thomas Prendergast, Dean Prokos, Mike Ross, Paul
   Sanfilippo, Jeff Schwiering, Joseph Scozzafava, Robert Sibik,
   Mark Stachulski, Charles Stevens, Tom Vallone, Greg Weiss,
   Brad Wheatley, Jeff Wolinski, Ira Woolwich, and Richard Zane.

   Mr. Raleigh points out that the shares acquired through the
   SIP had significant restrictions:

   -- it could not be sold during the first year and thereafter
      could be sold only during "trading windows" under the
      Debtors' Policy on Securities Trading;

   -- the employees were required to share any profits received
      with the Debtors; and

   -- the employees were prevented by the Debtors from using
      derivatives to reduce their exposure to the Debtors'
      stock.

   Mr. Raleigh explains that the employees were pressured to
   stay in the program for the same "loyalty" reasons that
   precipitated the program in the first place.  "Because of the
   manner in which the SIP was packaged, promoted and maintained
   by Comdisco, including mandatory 100% margin loans for the
   SIP shares, the SIP is a void transaction in violation of
   Regulation U and G of the Securities and Exchange Acts of
   1933 and 1934," Mr. Raleigh contends.

   Mr. Raleigh argues that the SIP Relief Offered is Flawed and
   Objectionable because:

   -- it attempts to force the SIP Participants into a position
      of agreeing to, at best, a partial settlement prior to a
      determination of liability;

   -- it requires the SIP Participants to give up substantial
      rights against certain of the Directors of the Debtors in
      the form of non-Debtor releases; and

   -- it fails to adequately account for the violation of
      Regulations U and G, as well as the misdeeds of Bank One,
      the Debtors, and the Debtors' Board of Directors.

   Mr. Raleigh contends that the Debtors have stated
   emphatically and repeatedly that the SIP Participants'
   obligations under the SIP Notes are legally unenforceable.
   The SIP Participants concede that the terms of the proposed
   SIP Relief are in need of substantial clarification.  Thus,
   the SIP Participants asks the Court to require the Debtors
   to clarify the terms of the proposed SIP Relief, which
   includes:

   (a) Eliminate possible deficiency claim

       A SIP Participant has no liability to the Debtors unless
       the Debtors obtain the SIP Notes and subrogation rights.
       It is conceivable that by electing SIP Relief, the SIP
       Participants would bind themselves to a new obligation to
       the Debtors while remaining potentially obligated to Bank
       One on a deficiency claim on the SIP Notes.  The Debtors
       must acquire the SIP Notes and subrogation rights as a
       pre-condition to accept Supplemental SIP Relief.

   (b) Extension of time

       If the SIP election date is extended until 30 days after
       a determination that the SIP Notes are unenforceable or
       the Debtors have acquired the SIP Notes, then a SIP
       Participant would know the extent of his/her potential
       liability to make a better informed decision.

   (c) Methodology to calculate amounts due

       The calculation of the SIP Relief is dependent on what
       the Debtors pay on the Bank One Claim.  While it is
       assumed that the Debtors will seek Court approval for any
       settlement with Bank One, the Modification Notice does
       not require any approval.  It is also unclear what method
       will be used to calculate the amount to be paid by each
       SIP Participant accepting the Relief.

   (d) Pursue Regulation U Defense

       The Modification Notice does not obligate the Debtors to
       use its best efforts after settling with the SIP
       Participants to pursue Regulation U Defense.  The Debtors
       may indeed be less motivated to aggressively defend
       against Bank One's Claim once a settlement with the SIP
       Participants is achieved.

   (e) Return SIP Notes

       The Modification Notice is unclear whether SIP Relief
       includes an obligation by the Debtors to obtain the SIP
       Notes prior to expecting payment from the SIP Participant
       who accepts the Relief.  This clarification is necessary
       to eliminate potential claims for any deficiency from
       Bank One and to insure proper tax treatment of the SIP
       Relief.

   (f) Credit for Collateral Source Recoveries

       There is no mention as to what extent potential SIP-
       related insurance proceeds that the Debtors may receive
       will be factored in to benefit the SIP Participants.

   (g) Terms of Account

       If the current "going forward employees" elect SIP
       Relief, they should be apprised in writing, prior to the
       election, on the terms established to hold the portion of
       their earned "stay bonus" or "upside sharing bonus" to be
       withheld in trust by the Debtors and used to pay any SIP
       obligation.

   (h) Death or Disability Provision

       It is not clear from the Modification Notice whether the
       Debtors will assume liability on the SIP Note in the
       event of the death or disability of the SIP Participant
       electing Relief as provided in the SIP.

   (i) Limit Released Parties

       The Modification Notice refers to a release of claims
       against "all persons who are in any way related to
       Comdisco or the SIP" rather that the "Released Parties"
       as defined under the Plan.

   (j) Additional SIP Relief

       It is ambiguous whether the Debtors will remain willing
       to consider further Relief in the future.

   (k) Treatment of SunGard Employees

       It is unclear how the Debtors will be handling SIP Relief
       for nine of its former employees for whom SunGard assumed
       the Debtors' Guarantee obligations as part of SunGard's
       purchase of the Availability Solutions business and what
       benefits they have in connection with SunGard's
       assumption of the Guarantee obligation.

   (l) Litigation Trust humane treatment provisions

       If the Debtors are willing to modify the Litigation Trust
       to provide more explicit standards for humane treatment
       for the SIP Participants, this information should be
       included in the Modification Notice.

   (m) Preservation of Non-SIP Claims

       SIP Participants who might be interest in the SIP Relief
       may not elect Relief if the Debtors carve out and
       separately address non-SIP related claims, which Proofs
       of Claim of some SIP Participants include.

   (n) Financial Qualifications for SIP Relief

       If a terminated SIP Participant elects SIP Relief, it is
       unclear how his or her financial qualifications will be
       handled to determine if he or she qualifies for SIP
       Relief.

   (o) Payment Terms

       It is unclear when payment will be required from a SIP
       Participant after the Debtors obtain the SIP Notes.  It
       is also unclear if the Debtors are willing to consider
       extended payment terms due to financial hardship before a
       subrogation claim is directed to the Litigation Trust.

   Without additional information and clarification of these
   issues, a SIP Participant is currently unable to make an
   informed decision whether to accept SIP Relief.  Due to this
   uncertainty, a SIP Participant may decline to accept SIP
   Relief.

   Thus, the SIP Participants ask the Court to:

   -- require the Debtors to offer SIP Relief in an amount more
      consistent with its statements to the Securities and
      Exchange Commission and its specific objection to Bank
      One's claim;

   -- require the Debtors to provide clarification of the
      questions and issues raised; and

   -- extend the election date for SIP Relief to a date 30 days
      after service of a notice from the Debtors that they have
      resolved their guarantee issues with Bank One and have
      obtained the SIP Notes and subrogation rights. (Comdisco
      Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


CONSECO FINANCE: Fitch Puts Home Equity Deals on Watch Negative
---------------------------------------------------------------
Fitch Ratings places 42 classes ($695.5 million) of 33 of
Conseco Finance/Green Tree Finance home equity transactions on
Rating Watch Negative. The rating actions impact classes rated
'BBB+' or lower.

These actions reflect Fitch's concerns regarding certain
servicing practices used by Conseco Finance Corp., on its HE
portfolio, in conjunction with CFC's extremely weak financial
profile. CFC is currently rated 'CC' and remains on Rating Watch
Negative by Fitch.

To date, performance on CFC's home equity transactions has been
primarily within Fitch's expectations. However, Fitch feels that
certain servicing practices used by the company may have
portrayed more favorable performance than is actually the case.
These practices include loan extensions and deferrals. A loan
extension allows the monthly payment on the loan to be extended
and the maturity date to be rolled back by the number of months
extended. A deferral allows the monthly payment on the loan to
be deferred to the end of the loan. In this case, a balloon
payment would be due at the end of the loan but the maturity
remains the same. Data provided by CFC shows that approximately
36% of the company's HE portfolio has been modified through the
use of either of these practices. In addition, data shows that a
considerable number of loans have been modified more than once.
Fitch is concerned that changes in these servicing practices
could result in changes in performance of the loans.

If servicing were to transfer to another servicer, or the
servicing practices by CFC were to change, extensions and
deferrals could cease or be limited - depending on the service's
view of default management and loss mitigation.

Whether servicing is transferred to a new servicer or CFC
continues to service, Fitch feels that these practices may only
be a way of delaying losses. At this point it is uncertain
whether changes in these practices would result in temporary or
prolonged increases in delinquencies and/or defaults. In any
case, Fitch feels that changes in these practices would
inevitably increase losses.

The potential impact leads Fitch to believe that projected
performance for some of these bonds may not be entirely
consistent with an investment grade rating. These bonds will
remain on Rating Watch Negative while Fitch analyzes the
potential impact of the modifications of the loans on
performance. In addition, the financial viability of CFC
continues to be a concern.

The bonds may be affirmed or downgraded pending Fitch's
analysis, which is expected to be completed shortly.

The affected securities are:

          Series 1996-C HI:
          --Class B-1 'BBB'.

          Series 1996-D HI:
          --Class B-1 'BBB'.

          Series 1996-F HI:
          --Class B-1 'BBB'.

          Series 1997-A HE:
          --Class B-1 'BBB+'.

          Series 1997-A HI:
          --Class B-1 'BBB'.

          Series 1997-B HE:
          --Class B-1 'BBB+'.

          Series 1997-C HE:
          --Class B-1 'BBB+'.

          Series 1997-C HI:
          --Class B-1 'BBB'.

          Series 1997-D HE:
          --Class B-1 'BBB+'.

          Series 1997-D HI:
          --Class B-1 'BBB'.

          Series 1997-E HE:
          --Class B-1 'BBB'.

          Series 1997-E HI:
          --Class B-1 'BBB'.

          Series 1998-A HE:
          --Class B 'BBB'.

          Series 1998-B HE:
          --Class B-1 'BBB'.

          Series 1998-B HI:
          --Class B-1 'BBB'.

          Series 1998-C HE:
          --Class B-1 'BBB'.

          Series 1998-D HE:
          --Class B-1 'BBB+'.

          Series 1998-D HI:
          --Class B-1 'BBB'.

          Series 1998-E HI:
          --Class B-1 'BBB'.

          Series 1999-A HE:
          --Class B-1 'BBB'.

          Series 1999-C HE:
          --Class B-1 'BBB'.

          Series 1999-D HE:
          --Class B-1 'BBB'.

          Series 1999-E HE:
          --Class B-1 'BBB'.

          Series 1999-F HE:
          --Class B-1 'BBB';
          --Class B-2 'B'.

          Series 1999-H:
          --Class BF-1 'BBB';
          --Class BV-1 'BBB';
          --Class B-2 'B'.

          Series 2000-A HE:
          --Class BV-1 'BBB+';
          --Class BV-2 'B'.

          Series 2000-B HE:
          --Class BF-1 'BBB+';
          --Class BF-2 'BBB'.

          Series 2000-C HE:
          --Class B-1 'BBB+'.

          Series 2000-E HI:
          --Class B-1 'BBB';
          --Class B-2 'BB'.

          Series 2000-F HE:
          --Class BF-1 'BBB';
          --Class BV-1 'BBB'.

          Series 2001-A HE:
          --Group 1, class B-1 'BBB';
          --Group 2, class B-1 'BBB'.

          Series 2001-B HE:
          --Group 1, class B-1 'BBB';
          --Group 2, class B-1 'BBB'.

          Series 2001-D HE:
          --Class B-1 'BBB'.


CONSECO VARIABLE: A.M. Best Ups Financial Strength Rating to B++
----------------------------------------------------------------
A.M. Best Co., has completed its review of the acquisition of
Conseco Variable Insurance Company (Amarillo, TX) by Inviva,
Inc., the holding company for The American Life Insurance
Company of New York.

The financial strength rating has been raised to B++ (Very Good)
from B (Fair) for CVIC (to be renamed Jefferson National Life
Insurance Company), which comprises the majority of Inviva's
insurance assets and reserves. Solely as a result of this
acquisition, the group rating of B++ (Very Good) has been
extended to ALNY, a New York domiciled life insurance and
annuity writer, as its new affiliate. ALNY, previously rated A-
(Excellent), is headquartered in New York City and has
substantial operations in Louisville, KY. The rating outlook for
both companies is stable.

The ratings reflect the integration risk inviva faces in
transitioning the CVIC business to its proprietary automated
platform, the challenge of retaining CVIC's independent
broker/dealers and the terms and features of certain securities
in its capital structure. The securities are comprised mainly of
payment-in-kind preferred stock as well as $30 million of
recently issued debt, which represents nearly 21% of total
capital. Although the PIK preferreds have no initial required
cash demands, some of the securities have certain preferences
that could impact Inviva's strategic plans if they were redeemed
early. Fee income and cash flows from the acquired annuity block
are anticipated to be sufficient to service Inviva's debt
obligations. The debt has a high coupon rate and matures in six
years; however, the company has the flexibility for the first
two years to defer cash payments. Nevertheless, A.M. Best does
not expect debt to be a permanent part of Inviva's capital
structure.

The acquisition, effective September 30, 2002, includes roughly
$2 billion in assets backing approximately 83,000 variable and
fixed annuities and gives Inviva access to CVIC's independent
broker/dealer distribution channel. The inforce policies will be
integrated into Inviva's operating system over the next six to
nine months, which is expected to enhance the block's
profitability due to the acquiring company's low cost
administrative platform. The acquisition adds significant scale
to Inviva's asset portfolio, which is expected to augment
investment income and support crediting rates on fixed annuities
currently being developed to complement Inviva's variable
annuity and term life offerings.

The ratings reflect Inviva's innovative, low cost technology-
based model, which utilizes an efficient automated system for
marketing, underwriting and issuing life insurance and annuity
products. Its flexible product chassis facilitates the creation
of new products for various distribution channels/partners,
which presently include leading players in mortgage origination,
online brokerage and insurance brokerage.

In the near term, A.M. Best expects Inviva to successfully
transition the CVIC business to its administration platform,
implement a conservation program to minimize surrenders, retain
the majority of CVIC's distribution force and maintain the
group's adequate level of capital, despite the current
volatility of the equity markets to which Inviva's future
profitability is highly correlated.  A.M. Best views favorably
Inviva's pursuit of a number of action plans to obtain more
permanent equity in order to strengthen its balance sheet.

The group's potential for success is offset by risks associated
with operating in a mature industry with excess capacity and low
barriers to entry. If Inviva's strategy is effective, numerous
competitors could emerge with even more advanced technological
capabilities. Although the CVIC annuity block contains notable
exposure to secondary guarantees, it is reasonably mitigated by
reinsurance and conservative reserving practices relative to
other significant variable annuity writers. The group's newly
acquired fixed annuities necessitate a refined asset/liability
management process. A.M. Best expects Inviva's seasoned senior
management team, supported by partnerships with industry experts
and the financial backing of strategic investors, to
successfully meet these challenges.

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


DENBURY RESOURCES: Taps OGJE to Evaluate Laurel Field Assets
------------------------------------------------------------
The Oil & Gas Journal Exchange, Madison Energy Advisors,
announced that Denbury Resources Inc., has retained OGJE's
services to evaluate and market Denbury's assets in Laurel Field
located in Jones County, Mississippi. Denbury has an average
working interest of 91.26 percent and operates the field.

Net daily production from January 1, 2002, through July 31,
2002, averaged 1715 BOPD.

In addition to Proved Producing reserves, other reserve
categories of significant value exist in Laurel Field. Denbury
said these assets will be sold as part of an ongoing program to
upgrade its growth portfolio and improve overall shareholder
returns. Denbury is offering to sell the assets effective
January 1, 2003, through a negotiated sale. The data room will
open December 2 and close December 20, 2002.

For further information, contact Linda Gero or W. O. Theis Jr.
at 281/876-2244 or check OGJE's Web site for regular status
updates at http://www.ogjpropertyexchange.com

Based in Houston, Texas, the Oil & Gas Journal Exchange, Madison
Energy Advisers, offers services for oil and gas producing
property sales and acquisitions. It offers both negotiated sales
capabilities as well as auction capabilities. Its negotiated
sales segment, Madison Energy Advisors, includes a full suite of
advisory services including the ability to evaluate, package,
market and close property divestments.

                          *   *   *

As previously reported, Standard & Poor's raised the corporate
credit rating on Denbury Resources Inc., to double-'B'-minus
from single-'B'-plus and revised its outlook to stable from
positive.

The upgrade on Denbury's corporate credit rating reflects:

     -- Management's continuing maintenance of leverage that is
consistent with the double-'B' rating category; since the severe
industry downturn of 1998-1999 when Denbury's financial
resources were strained, the company has operated with a more
disciplined financial philosophy, including protecting cash
flows with commodity price hedges, when appropriate.

     --Expected improvement in the company's financial profile
resulting from likely elevated oil prices in 2002.

     --Expectations for prudent reinvestment of upcycle cash
flows. --Good production growth during the next two years from
Denbury's long lead-time development projects in Mississippi,
which will further enhance the company's debt-service capacity.


DENBURY RESOURCES: Texas Pacific Units Sell 26% Equity Stake
------------------------------------------------------------
Denbury Resources Inc., (NYSE:DNR) announced the sale by
affiliates of the Texas Pacific Group of 7.0 million Denbury
common shares which they own, representing approximately 26% of
TPG's Denbury shares. The shares were priced at $10.00 per
share. TPG's ownership of Denbury will drop from approximately
51% prior to the offering to approximately 38% following the
offering. Closing is expected to occur on or about Nov. 27,
2002.

Additionally, TPG has granted the underwriters a 30-day option
to purchase up to an additional 500,000 shares to cover over-
allotments, if any. Denbury will not receive any of the proceeds
from the sale of shares by the TPG and this offering will not
affect the number of Denbury shares issued and outstanding.

Lehman Brothers Inc., CIBC World Markets Corp., Raymond James &
Associates, Inc., and Johnson Rice & Company L.L.C. served as
underwriters for the offering.

Denbury Resources Inc. -- http://www.denbury.com-- is a growing
independent oil and gas company. The Company is the largest oil
and natural gas operator in Mississippi, holds key operating
acreage onshore Louisiana and has a growing presence in the
offshore Gulf of Mexico areas.

                          *   *   *

As previously reported, Standard & Poor's raised the corporate
credit rating on Denbury Resources Inc., to double-'B'-minus
from single-'B'-plus and revised its outlook to stable from
positive.

The upgrade on Denbury's corporate credit rating reflects:

     -- Management's continuing maintenance of leverage that is
consistent with the double-'B' rating category; since the severe
industry downturn of 1998-1999 when Denbury's financial
resources were strained, the company has operated with a more
disciplined financial philosophy, including protecting cash
flows with commodity price hedges, when appropriate.

     --Expected improvement in the company's financial profile
resulting from likely elevated oil prices in 2002.

     --Expectations for prudent reinvestment of upcycle cash
flows. --Good production growth during the next two years from
Denbury's long lead-time development projects in Mississippi,
which will further enhance the company's debt-service capacity.


DESA HOLDINGS: Plan Filing Exclusivity Extended Until January 15
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, DESA Holdings Corporation and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gave the Debtors, until January 15, 2003, the exclusive right to
file their plan of reorganization, and until March 14, 2003, to
solicit acceptances of that Plan from creditors.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002. Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones represents
the Debtors in their restructuring efforts.


DIXIE METALS: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dixie Metals Company
        13000 Deerfield Parkway
        Bldg. 200
        Alpharetta, Georgia 30004

Bankruptcy Case No.: 02-13449

Type of Business: An affiliate of Exide Technologies.

Chapter 11 Petition Date: November 21, 2002

Court: District of Delaware

Debtors' Counsel: Laura Davis Jones, Esq.
                  James E. O'Neill, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones
                  919 North Market Street, 16th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax : 302-652-4400

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

Debtor's 14 Largest Unsecured Creditors:

Entity                     Nature Of Claim       Claim Amount
------                     ---------------       ------------
Strasburger & Price LLP    Outside Counsel       Unknown Amount

Schnader Harrison Segal &  Outside Counsel       Unknown Amount
Lewis LLP

Jones Odorn Davis &        Outside Counsel       Unknown Amount
Politz LLP


Advanced GeoServices       Environmental         Unknown Amount
Corp.                      Consultant

Remidiation Services Inc.  Environmental         Unknown Amount
                           Contractor

ENTACT, Inc.               Environmental         Unknown Amount
                           Contractor

Pastor, Behling & Wheeler, Environmental         Unknown Amount
LLC                       Consultant

Jose A. Ovalle             Facility Caretaker    Unknown Amount

City of Dallas             Stormwater Fees       Unknown Amount

Robert McMullen            Facility Caretaker    Unknown Amount

Entergy                    Electric Utility      Unknown Amount

United States Postal       Post Office Box       Unknown Amount
Service

Larkin T. "Ted" Riser,     Taxes                 Unknown Amount
Jr.

David Childs               Taxes                 Unknown Amount


EL PASO: Selling Remaining Coal Assets to Alpha Natural Units
-------------------------------------------------------------
El Paso Corporation (NYSE: EP) has agreed to sell its remaining
coal operations and businesses to subsidiaries of Alpha Natural
Resources, LLC, an affiliate of First Reserve Corporation, for
$53 million.  Alpha Natural Resources will acquire all of
Coastal Coal's remaining mining operations, businesses,
properties and reserves in Kentucky, West Virginia, and
Virginia.  The transaction, which is dependent on completion of
certain conditions precedent, follows El Paso's November 7, 2002
announcement regarding the sale of certain coal reserves and
coal properties to an affiliate of Natural Resource Partners,
L.P. (NYSE: NRP).

With this transaction, El Paso completes its previously
announced strategy to exit its non-core coal business to further
its initiative to strengthen the company's balance sheet and
reduce debt.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America.  The
company has leading positions in natural gas production,
gathering and processing, and transmission, as well as liquefied
natural gas transport and receiving, petroleum logistics, power
generation, and merchant energy services.  El Paso Corporation,
rich in assets and fully integrated across the natural gas value
chain, is committed to developing new supplies and technologies
to deliver energy.  For more information, visit
http://www.elpaso.com

Based in Greenwich, Connecticut, First Reserve Corporation is an
independently owned private equity firm that invests exclusively
in the energy and energy related sectors of the world economy.
First Reserve is the leading private equity firm specializing in
the energy industry with $2.6 billion under management.  It is
currently the largest shareholder of Dresser, Inc., Chicago
Bridge & Iron, Pride International, and Superior Energy
Services.  For more information on First Reserve Corporation,
visit http://www.frcorp.com

                         *   *   *

On October 2, 2002, Moody's Investors Service downgraded the
debt ratings of El Paso Corporation and its subsidiaries. The
ratings are under review for possible further downgrade.

Rating actions are:

                       El Paso Corporation

     * Senior unsecured debt from Baa2 to Baa3,

     * Bank credit facility from Baa2 to Baa3,

     * Subordinated Debt from Baa3 to Ba1,

     * Senior unsecured shelf from (P)Baa2 to (P)Baa3,

     * Subordinate shelf from (P)Baa3 to (P)Ba1,

     * Preferred shelf from (P)Ba1 to (P)Ba2,

     * Commercial paper from Prime-2 to Prime-3;

                      El Paso CGP Company

     * Senior secured from Baa1 to Baa2,

     * Senior unsecured from Baa2 to Baa3,

     * Subordinated from Baa3 to Ba1;

                     ANR Pipeline Company

     * Senior unsecured from Baa1 to Baa2,

     * Long-term issuer rating from Baa1 to Baa2;

                  Colorado Interstate Gas Company

     * Senior unsecured from Baa1 to Baa2,

     * Long-term issuer rating from Baa1 to Baa2;

                       Coastal Finance I

     * Preferred stock from Baa3 to Ba1;

                    El Paso Natural Gas Company

     * Senior unsecured from Baa1 to Baa2,

     * Long-term issuer rating from Baa1 to Baa2,

     * Commercial paper from Prime-2 to Prime-3;

                   El Paso Tennessee Pipeline Co.

     * Senior unsecured from Baa2 to Baa3,

     * Preferred stock from Ba1 to Ba2,

     * Senior unsecured shelf from (P)Baa2 to (P)Baa3,

     * Preferred shelf from (P)Ba1 to (P)Ba2;

                 Tennessee Gas Pipeline Company

     * Senior unsecured from Baa1 to Baa2,

     * Commercial paper from Prime-2 to Prime-3;

                Southern Natural Gas Company

     * Senior unsecured from Baa1 to Baa2;

               El Paso Energy Capital Trust I

     * Preferred stock from Baa3 to Ba1;

                El Paso Capital Trust II

     * Preferred shelf from (P)Baa2/(P)Baa3 to (P)Baa3/(P)Ba1;

                El Paso Capital Trust III

     * Preferred shelf from (P)Baa2/(P)Baa3 to (P)Baa3/(P)Ba1;

                 Limestone Electron Trust

     * Senior unsecured guaranteed notes from Baa2 to Baa3;

                 Gemstone Investor Limited

     * Senior unsecured guaranteed notes from Baa2 to Baa3.


ELAN CORP: Completes Abelcet Asset Sale to Enzon for $360 Mill.
---------------------------------------------------------------
Elan Corporation, plc, (NYSE: ELN) has completed the sale of its
United States, Canadian and any Japanese rights to Abelcet(TM)
(injectible amphotericin B lipid formulation), and certain
related assets to Enzon, Inc. (NASDAQ: ENZN).

Elan has received a net cash payment of $360 million from Enzon
representing the total consideration, after agreed price
adjustments, for the transaction that was previously announced
on October 2, 2002. The entire proceeds from the sale will form
part of Elan's targeted proceeds from the divestment of assets
as outlined in its recovery plan.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in
neurology, pain management and autoimmune diseases. Elan shares
trade on the New York, London and Dublin Stock Exchanges.


ELAN CORP: Selling Athena Diagnostics Assets to Behrman Capital
---------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) ("Elan"), together with the
other stockholders of Elan's subsidiary, Athena Diagnostics,
Inc., have agreed to sell all of the outstanding stock of Athena
Diagnostics to Behrman Capital and certain of its affiliated
investment funds for a gross consideration of approximately $122
million.

As a result of the sale of its approximately 80% stockholding in
Athena Diagnostics, Elan expects to realize approximately $82
million in cash after giving effect to certain contractual
payments, including payments to Athena Diagnostics' other
stockholders. The closing of the transaction, which is expected
to occur in the first quarter of 2003, is subject to the receipt
of regulatory approvals, third party consents and other
customary closing conditions. The proceeds from the sale will
form part of Elan's targeted proceeds from the divestment of
assets as outlined in its recovery plan.

"We continue to divest our non-core assets and enhance our
overall cash position," said Dr. Garo Armen, chairman of Elan.
"I am pleased to note that Behrman plans to continue to operate
Athena Diagnostics as a stand-alone operation based in its
current facilities in Worcester, Massachusetts and that the
approximately 150 employees will have the opportunity to
continue their employment with the company."

In 2001, Elan recorded net revenue and operating profit for
Athena Diagnostics of $36.3 million and $11.6 million,
respectively. For the first nine-months of 2002, Elan recorded
net revenue and operating profit for Athena Diagnostics of $31.2
million and $9.7 million, respectively. As at September 30, 2002
the carrying value of Elan's remaining stockholding in the
Athena Diagnostics business amounted to $26.0 million.

Athena Diagnostics was originally acquired by Elan in 1996 as
part of its acquisition of Athena Neurosciences, Inc. Athena
Diagnostics is a commercial diagnostic laboratory, which
provides esoteric testing services in the areas of neurogenetic
diagnostics; peripheral neuropathy and paraneoplastic
diagnostics; Alzheimer's disease diagnostics; and neutralizing
antibody detection assays. The company also offers certain
testing services to contract research organisations and
pharmaceutical companies for use in clinical trials.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in
neurology, pain management and autoimmune diseases. Elan shares
trade on the New York, London and Dublin Stock Exchanges.

                          *    *    *

As reported in Troubled Company Reporter's August 2, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Elan Corp., PLC to single-'B'-minus from double-'B'-minus,
and all of its other ratings on the specialty pharmaceutical
company and its affiliates. The ratings are removed from
CreditWatch, where they were placed on July 2, 2002, with
negative implications. The actions are due to Standard & Poor's
increased concern over Elan's ability to meet obligations as
they come due.

The low speculative-grade rating on Dublin, Ireland-based Elan
reflects the company's declining pharmaceutical sales prospects,
significant upcoming debt maturities and other funding needs,
and the uncertain value of its investment portfolio, mitigated
somewhat by its still substantial cash position. The outlook is
negative.


ENRON CORP: Sues Bank of America to Recover $123 Million
--------------------------------------------------------
According to Albert Togut, Esq., at Togut, Segal & Segal LLP, in
New York, Bank of America and Enron Corporation had a
long-standing relationship.  Bank of America was entrusted with
hundreds of millions of dollars of Enron's funds, and Enron
relied on Bank of America to execute its instructions timely,
without error.

One of the bank accounts Enron maintained with Bank of America
is corporate deposit account 3750494015, designed as
"Concentration Account."  The account received daily transfers
of balances from 60 other accounts at Bank of America maintained
by Enron.  The balance of the Enron Account itself was, in turn,
transferred to an Enron account maintained at Citibank on a
daily basis for Enron's use.

On January 27, 1995, Enron and Bank of America entered into a
standby letter of credit facility governed by a Master Letter of
Credit and Reimbursement agreement.  The Master Agreement
contemplated "the issuance of multiple letters of credit" to
various beneficiaries.

At Enron's request, Bank of America from time to time had issued
a number of Irrevocable Standby Letters of Credit that were
outstanding as of November 29, 2001.  These include:

    (a) Irrevocable Standby Letter of Credit No. 3016972 issued
        to CalPX Trading Services, dated June 29, 1999, for
        $5,000,000;

    (b) Irrevocable Standby Letter of Credit No. 3019060 issued
        to New York State Electric & Gas Corp., dated September
        10, 1999 for $1,500,000;

    (c) Irrevocable Standby Letter of Credit No. 3025757 issued
        to TXU Electric Co., dated May 15, 2000 for $2,509,820;

    (d) Irrevocable Standby Letter of Credit No. 3025751 issued
        to TXU Electric Co., dated May 15, 2000 for $2,508,425;

    (e) Irrevocable Standby Letter of Credit No. 3026176 issued
        to Maharashtra State Electricity Board, Chief Engineer,
        dated May 29, 2000 for 33,880,000 Indian Rupees;

    (f) Irrevocable Standby Letter of Credit No. 3035369 issued
        to Automated Power Exchange Inc. dated March 1, 2001 for
        $250,000;

    (g) Irrevocable Standby Letter of Credit No. 3038433 issued
        to TPS Dell LLC, dated June 7, 2001 for $23,790,000;

    (h) Irrevocable Standby Letter of Credit No. 3039404 issued
        to Accroven S.R.L. dated July 24, 2001 for $2,490,000;

    (i) Irrevocable Letter of Credit No. 3039855 issued to
        California Energy Commission dated August 8, 2001 for
        $647,145;

    (j) Irrevocable Letter of Credit No. 3039856 issued to
        California Energy Commission dated August 8, 2001 for
        $552,545; and

    (k) Irrevocable Standby Letter of Credit NO. 3040064 issued
        to Swiss Re Financial Products Corp. dated August 17,
        2001 for $15,000,000.

Mr. Togut tells Judge Gonzalez that some of the Letters of
Credit were amended from time to time with the written consent
of the beneficiaries.  Enron was not a party to any of the
Letters of Credit.

Bank of America required no collateral or security from Enron as
a condition to its issuance of any of the Letters of Credit.
Enron's obligation to reimburse Bank of America for any Letter
of Credit draw is set forth in a Master Agreement.  Therefore,
Mr. Togut concludes, Bank of America was merely an unsecured
creditor of Enron for unpaid drawings under the Master
Agreement.

Mr. Togut reports that three days prior to Petition Date, Bank
of America effected a series of unauthorized withdrawals from an
Enron bank account to and for its own benefit, which deprived
Enron and its creditors of essential operating funds.  "Without
giving any prior notice or obtaining authorization from Enron,
Bank of America wrongfully seized for itself more than
$123,000,000," Mr. Togut relates.

Specifically, Bank of America seized from the Enron Account:

    -- $44,189,129 on November 28, 2001;

    -- $29,390,976 on November 29, 2001; and

    -- $49,607,569 on November 30, 2001.

Mr. Togut notes that Enron's explicit instructions requested
Bank of America to transfer all of the funds to accounts
maintained by Enron at Citibank.  Acting on its own self-
interest, Bank of America ignored these instructions and
improperly seized the funds for its own benefit.  "To facilitate
its unlawful resort to self-help, Bank of America unilaterally
terminated Enron's real time electronic access to monitor its
bank accounts," Mr. Togut adds.

Moreover, Bank of America did not notify Enron of these
unauthorized seizures.  In fact, Mr. Togut points out, Enron
only learned of Bank of America's actions when Enron reviewed
its account at Citibank and discovered that designated transfers
from the Enron Account maintained at Bank of America were
missing.

Upon discovery, Enron treasury personnel attempted to contact
Bank of America.  However, the phone calls were not returned.
On November 29, 2001, Enron's Senior Counsel, Joel N. Ephross,
contacted Bank of America to object to its conduct and demanding
an explanation for the improper seizures.

In response, H. Elizabeth Baird, Assistant General Counsel for
Bank of America, sent a facsimile letter to Joel Ross at Enron,
referencing and enclosing a purported correspondence dated
November 28, 2001 declaring an event of default under the Master
Agreement.  The correspondence state, in part:

      "One or more Events of Default have now occurred under
      Section 9.1 of the Master Agreement...

      The Bank hereby notifies Enron that it is exercising its
      right pursuant to Section 9.2 of the Agreement to require
      Enron to immediately pay to the Bank the full Available
      Amount of each Letter of Credit, which sum will be held
      as cash collateral for the payment of any future
      drawings."

Mr. Togut asserts that Bank of America's contention of events of
default under the Master Agreement is faulty because:

    -- Enron's reimbursement obligation to Bank of America does
       not arise unless and until a beneficiary executes a
       drawing under a Letter of Credit and Enron has received
       valid notice from Bank of America in accordance with
       Section 3.4 of the Master Agreement;

    -- in Events of Default, Enron is required to pay the total
       current amount of available funds under issued and
       outstanding Letters of Credit but in the absence of any
       unreimbursed drawing under a Letter of Credit, the Master
       Agreement specifically provides that these funds "shall
       be held by the Bank as cash collateral for the payment of
       any future Drawings;"

    -- even if Bank of America has right to demand immediate
       payment from Enron prior to the Petition Date, the funds
       would remain property of Enron, held by Bank of America
       as cash collateral to secure Enron's reimbursement
       obligation in the event of any future drawings under the
       Outstanding Letters of Credit;

    -- by Bank of America's own admission, more than $80,000,000
       of the funds it expropriated from the Enron Account are
       held in a "cash collateral account."

Furthermore, Mr. Togut contends, the purported Default Notice
was defective.  The Master Agreement indicated that written
notice of an occurrence of an "Event of Default" is to be sent
to Enron via facsimile to (713)646-2375.  However, the Purported
Default Notice indicates that it was sent via facsimile at
(713)853-6502. Thus, the Purported Default Notice is patently
defective under the Master Agreement.

The Master Agreement also provides that notice will be effective
on actual receipt if received during normal business hours or
the next business day if received after normal business hours.
Since the Purported Default Notice was sent to the wrong
facsimile number, it was not received by Enron on November 28,
2001. Consequently, Mr. Togut insists, even if the Purported
Default Notice had not been defective, it would not have been
effective on November 28, 2001, the date that Bank of America
seized $44,189,130 from the Enron Account.

Furthermore, although the Purported Default Notice was received
by Mr. Ephross on November 29, 2001, this too did not constitute
effective notice under the Master Agreement because this did not
comply with the express requirements of the Master Agreement and
Mr. Ephross was not an Enron officer.

In addition, the Purported Default Notice was not received by
Mr. Ephross until after the end of business on November 29,
2001. Hence, the Notice would not have been effective in any
event until November 30, 2001 at the earliest.  Again, Bank of
America had improperly seized another $29,611,181 from the Enron
Account on November 29, 2001.

The Master Agreement also requires that notice by facsimile "be
confirmed promptly after transmission in writing by personal
delivery or certified mail."  Mr. Togut notes that Bank of
America failed to deliver the written confirmation.

Upon repeated demands for explanation for the fund seizures,
only on February 1, 2002 did Bank of America attempted to
explain through a letter wherein Bank of America's counsel:

  -- admitted that $80,551,905 of the seized amounts were being
     held by the bank in a segregated account as collateral
     security for obligations allegedly owing to Bank of
     America by Enron under the Master Agreement.  Bank of
     America refused to return these funds to Enron; and

  -- asserted an additional rationalization for its wrongful
     seizures of funds from the Enron Account -- alleged
     obligations owing by certain Enron subsidiaries under swap
     agreements entered into with Bank of America.

This new argument, Mr. Togut says, is not justified under the
1992 Swap Agreement.  Bank of America has asserted that
$37,454,113 of the funds seized have been applied to "amounts
that were due in respect of obligations" under an ISDA Master
Agreement dated as of February 28, 1992 between Bank of America
and Enron North America Corp.  This assertion is baseless for
two reasons:

    (1) Enron's only obligations to Bank of America with respect
        to the 1992 Swap Agreement are set forth in a Guaranty
        dated as of February 28, 1992, in which Enron guaranteed
        certain ENA obligations under the 1992 Swap Agreement.
        Enron's aggregate liability on the guarantee may not
        exceed $25,00,000 but Bank of America seized more than
        $37,000,000; and

    (2) As of November 30, 2001, no amounts were due from Enron
        to Bank of America under the 1992 Guaranty.

By a letter dated November 30, 2001, Bank of America told ENA
that that an Event of Default has occurred under the 1992 Swap
Agreement and advising that the Early Termination Date for the
1992 Swap Agreement was November 30, 2001.  However, under the
1992 Guaranty, Mr. Togut notes, Bank of America may make a
written payment demand to Enron only after 15 days have passed
after the Event of Default.  In this case, Mr. Togut says, Bank
of America made no written payment demand to Enron.  In any
event, the earliest date on which the payment demand could
properly have been made under the 1992 Guaranty was December 15,
2001.

In the February 1, 2002 Letter, Bank of America also asserted
that $5,229,131 of the funds seized had been applied to
obligations of Enron under the ISDA Master Agreement dated as of
September 22, 2000 between Bank of America and Enron Credit
Limited.  As of November 30, 2001, however, no amounts were due
from Enron to Bank of America with respect to the 2000 Swap
Agreement.

Mr. Togut explains that Enron's only obligations to Bank of
America under the 2000 Swap Agreement are set forth in a
Guaranty dated September 22, 2000 in which Enron guaranteed
certain obligations of ECL under the 2000 Swap Agreement.

On December 4, 2001, Bank of America wrote to ECL asserting that
an Event of Default had occurred under the 2000 Swap Agreement
and further advising that the Early Termination Date for the
2000 Swap Agreement was December 4, 2001.  By December 6, 2001,
Bank of America gave notice to Enron that because of ECL's
failure to pay $5,229,617 under the 2000 Swap Agreement, the
amount was due from Enron to Bank of America under the 2000
Guaranty.

Under the terms of the 2000 Guaranty, no amounts were due from
Enron to Bank of America until the passage of four days from
written notice to Enron of demand for payment under the 2000
Guaranty.  Thus, no amounts were due from Enron to Bank of
America until December 10, 2001 at the earliest.

Accordingly, Enron Corp. asks the Court for relief on these
claims:

1. Pursuant to Section 542 of the Bankruptcy Code, Bank of
   America should turnover more than $123,000,000 it wrongfully
   seized from the Enron Account and render an accounting for
   the disposition of these funds, including any interest earned
   thereon from date of seizure;

2. Pursuant to Section 549(a) and 550 of the Bankruptcy Code,
   Bank of America should return to Enron all funds that Bank of
   America improperly seized from the Enron Account and
   "applied" to alleged obligations of Enron under the 1992
   Guaranty, the 2000 Guaranty or the Letters of Credit drawn
   upon after the Petition Date, and render an accounting for
   the disposition of these funds, including any interests
   thereon, from date of seizure;

3. Enron should be awarded with damages in an amount to be
   determined at trial because Bank of America breached its
   obligations under the:

   -- Master Agreement by, inter alia, improperly declaring
      Events of Default thereunder, unjustifiably exercising set
      off rights under the Master Agreement, and unilaterally
      seizing funds from the Enron Account without first
      providing Enron with the notice required by the Master
      Agreement;

   -- the 1992 Guaranty by, inter alia, seizing funds from the
      Enron Account in excess of the amount permitted by the
      guaranty and without first providing Enron with the notice
      required by the guaranty; and

   -- the 2000 Guaranty by, inter alia, seizing funds from the
      Enron Account without first providing Enron with the
      notice required by the guaranty;

4. Bank of America's wrongful taking of more than $123,000,000
   of Enron's money constitutes conversion of Enron's property.
   Thus, Enron seeks to recovery all its actual damage provable
   at trial, including without limitation, recovery of funds
   taken as well as all damages, direct and consequential,
   proximately caused by the conversion.  Enron also seeks to
   recover punitive damages in an amount sufficient to deter the
   same wrongful, intentional and malicious conduct in the
   future;

5. Bank of America received benefit of more than $123,000,000 by
   wrongfully seizing funds from the Enron Account that are
   detrimental to the rights of Enron's other creditors.  Thus,
   Enron seeks damages in an amount to be proven at trial;

6. Since Bank of America engaged in malicious and inequitable
   conduct and took grossly unfair advantage of Enron to benefit
   itself at the expense of Enron's other creditors, Bank of
   America's claims against Enron should be subordinated to the
   claims of other creditors pursuant to Section 510(c) of the
   Bankruptcy Code;

7. Since Bank of America expropriated for itself more than
   $123,000,000 from the Enron Account within 90 days prior to
   Petition Date, Bank of America violates Bankruptcy Code's
   policy of equality of distribution.  Thus, Bank of America is
   liable to Enron for $80,551,905, plus interest, cost and fees
   on account of preferential transfer, which is subject to
   avoidance and recovery; and

8. In the alternative, 90 days before the Petition Date, there
   was a balance of $11,066,436 in the Enron Account.
   Therefore, Bank of America received a benefit and improvement
   of its position in the amount of $112,121,268 by improperly
   seizing funds from the Enron Account.  This seizure
   represents an unjust benefit to Bank of America and Enron is
   entitled to recover Bank of America's improvement in position
   pursuant to Section 553 of the Bankruptcy Code.

In addition, Enron asks the Court to award it attorneys' fees
and other expenses incurred in this action. (Enron Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Enron Corp.'s 9.875% bonds due 2003 (ENRN03USR3), DebtTraders
reports, are trading at around 14 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


FIRST ALLIANCE: Joint Amended Plan Declared Effective
-----------------------------------------------------
First Alliance Corporation (OTC: FACOQ), along with several of
its subsidiaries, announces that on November 19, 2002, the
previously announced settlement reached between the Company and
various litigants, including a certified class of borrowers,
other private plaintiffs, the Federal Trade Commission and six
states, and the Amended Debtor's Joint and Consolidated Plan of
Reorganization became effective.  Pursuant to the terms of the
Amended Plan and the Order of the United States District Court
for the Central District confirming the Amended Plan, all
outstanding shares of the Company's common stock were cancelled
on November 22, 2002.

As to the Company's shareholders, the settlement provides, in
pertinent part, that after the Effective Date of the Amended
Plan, a payment will be made to those persons who held FACO
Shares on the Effective Date.  The payment will be made from a
fund to be established pursuant to the settlement.  FACO
Shareholders will be paid the lesser of $1.50 per share or the
shareholder's purchase basis of such shares prior to
cancellation, provided that the total amount of such payments to
all shareholders does not exceed $3,250,000.00. Any FACO shares
traded after February 25, 2002, will be presumed to have a
purchase basis not to exceed $.09.  If the total amount of such
payments exceeds $3.25 million, the payment to each former
shareholder of the Company will be reduced on an equal
proportionate basis until the total payments do not exceed $3.25
million.  Certain shareholders, including Brian and Sarah
Chisick, have waived any payment for FACO shares they hold.

The settlement fund is administered by a contractor of the
Federal Trade Commission, and shareholders of record should
expect to receive claim forms from the First Alliance Redress
Fund.

Until March 2000, First Alliance Corporation was a sub-prime
lender headquartered in Irvine, California, whose business was
making mortgage loans primarily to borrowers with impaired
credit.


FPIC INSURANCE: Lenders Agree to Amend Credit Facility
------------------------------------------------------
FPIC Insurance Group, Inc., (Nasdaq:FPIC) has reached agreement
with its lenders and is in full compliance with the terms and
conditions of its Revolving Credit and Term Loan Agreement dated
August 31, 2001, as amended. Negotiation of an amendment to the
Credit Facility was necessitated by the Company's noncompliance
with a loan covenant following a change in its financial
strength rating by A.M. Best Company from A- (Excellent) with a
negative outlook to B++ (Very Good) with a stable outlook on
October 23, 2002. The amendment to the Credit Facility concludes
negotiations between the Company and its lenders on this issue.

Commenting on the new terms, John R. Byers, President and Chief
Executive Officer, stated, "We are pleased to have successfully
completed this important business with our lenders. Our lenders
understand the rating pressures and circumstances surrounding
the change in our Best rating, and we believe the new terms are
fair and reasonable under the circumstances."

Kim D. Thorpe, Executive Vice President and Chief Financial
Officer, added, "The new terms, which include an increase in our
annual interest rate of approximately 75 basis points, or three-
quarters of 1%, and some additional collateral requirements, are
very manageable and will not have a material impact on our
liquidity."

Additional information regarding the terms of the amendment to
the Credit Facility is available in the Company's Securities and
Exchange Commission Form 8-K filed with the SEC on November 22,
2002.


FRONTLINE CAPITAL: Court Stretches Exclusivity Until February 7
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, FrontLine Capital Group obtained an extension of
its exclusive periods.  The Court gives the Debtor, until
February 7, 2003, the exclusive right to file a plan of
reorganization and until April 11, 2003, to solicit acceptances
of that Plan from creditors.

FrontLine Capital Group, a holding company that manages its
interests in a group of companies that provide a range of office
related services, filed for chapter 11 protection on June 12,
2002. John Edward Westerman, Esq., at Westerman Ball Ederer &
Miller, LLP represents the Debtor in its restructuring efforts.
As of March 31, 2002, the Company listed $264,374,000 in assets
and $781,374,000 in debts.


GENTEK INC: Obtains Approval to Pay Prepetition Tax Obligations
---------------------------------------------------------------
Pursuant to a Final Order, Judge Walrath allows GenTek Inc., and
its debtor-affiliates to pay, in their sole discretion, the
prepetition portion of their tax obligations.  However, the
Debtors' payments should not exceed $7,300,000 on account of
current prepetition tax obligations. (GenTek Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Seeks Approval of Settlement with 360networks
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates ask the Court,
pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, to approve a settlement agreement with 360networks
(USA), Inc.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that during the period from June 2000
through March 2001, the Debtors entered into the indefeasible
right of use agreements and capacity purchase agreements with
360networks (USA), Inc., and its affiliates.  The Original
Agreements provided for purchases and sales of IRUs and network
capacity between the Debtors and 360.  However, numerous claims
and disputes arose regarding both the parties' performance
obligations under the Original Agreements.

Following extensive arm's-length negotiations, the Debtors and
360 entered into a global settlement agreement dated October 21,
2002, that provides for:

    -- a $500,000 cash payment from 360 to the Debtors;

    -- the termination of certain of the Original Agreements;

    -- the amendment and assumption certain of the Original
       Agreements; and

    -- mutual releases.

Specifically, the salient terms of the Settlement Agreement are:

    -- The Montreal-Buffalo IRU Agreement is amended to reduce
       the number of dark fibers from twelve to six;

    -- The June 2000 Collocation Agreement is amended to reflect
       the amendments to the Montreal-Buffalo IRU Agreement;

    -- The June 2000 Capacity Agreement is amended to reduce the
       circuit capacity to be utilized by 360 to an amount equal
       to $6,000,000 commencing on October 1, 2002.  This
       capacity will be available to 360 until the earlier of:

        * $6,000,000 actual usage, or

        * June 30, 2003;

    -- The June 2000 Maintenance Agreement is amended to reflect
       the amendments to the June 2000 Capacity Agreement;

    -- The Debtors and 360 will assume these Original
       Agreements, as amended:

        * The Montreal-Buffalo IRU Agreement;

        * The June 2000 Collocation Agreement;

        * The June 2000 Capacity Agreement; and

        * The June 2000 Maintenance Agreement;

    -- No cure payments will be paid by either the Debtors or
       360 in connection with the assumption of the Assumed
       Agreements;

    -- Both the Debtors and 360 will reject these Original
       Agreements:

        * The Seattle-Portland IRU Agreement;

        * The Portland-Klamath Falls IRU Agreement;

        * The July 2000 IRU Agreement;

        * The July 2000 Collocation Agreement;

        * The Atlantic Capacity Agreement; and

        * The North American Capacity Agreement;

    -- The Settlement Agreement will become effective five
       business days after a final order has been entered by
       this Court, the Bankruptcy Court administering 360's
       Chapter 11 proceedings, and the Canadian Court
       administering 360networks' Companies' Creditors
       Arrangement Act petition;

    -- Within two business days after the execution of the
       Settlement Agreement, 360 is required to pay $500,000
       into an escrow account.  The funds in the escrow account
       will be paid to the Debtors on the Effective Date; and

    -- The Debtors and 360 agree to release each other from any
       and all past and future claims relating to, and arising
       from, the Original Agreements, including any claims
       arising under any guaranties and any rejection damage
       claims in connection with the rejection of the Rejected
       Agreements, except claims arising after the Effective
       Date under any Assumed Agreement.  360 expressly releases
       the Debtors from any past and future claims relating to
       the Master Agreement and the Global Crossing Ltd.
       Guaranty.

Mr. Walsh contends that the Settlement Agreement is a fair
resolution of the disputes between the parties.  The Debtors and
360 have hundreds of millions of dollars of potential claims
against each other and the Settlement resolves those claims
without any payment being made by the Debtors.  In addition,
under the Settlement Agreement, the Debtors will maintain their
interest only in those dark fibers that are necessary to the
continuing operation of the Network and required under their
revised business plan.  The Debtors incur no payment obligations
as a result of the Assumed Agreements, other than $11,642 per
month ongoing maintenance charges under the June 2000 IRU
Agreement.  On the other hand, the Debtors will benefit from
receipt of a $500,000 cash payment on the Effective Date.

Mr. Walsh continues that the Settlement Agreement also provides
for the mutual rejection of six Original Agreements.  Both the
Debtors and 360 have agreed to waive any claims for damages
arising from rejection.  By rejecting the Rejected Agreements,
the Debtors, without incurring any rejection damage claims,
eliminate obligations to purchase capacity that they do not
require under their current business plan.  In addition, 360 has
released the Debtors from any past or future claims arising
under or relating to the Master Agreement and the GCL Guaranty.
As a result, pursuant to the Settlement Agreement, 360 cannot
assert any claims against the Debtors with respect to the
Debtors' obligations under the Master Agreement to provide
services or deliver capacity or IRUs.

Due to 360's Canadian and U.S. bankruptcy proceedings and the
dramatic fall in the value of telecommunications assets, the
value of any these claims would be subject to dispute and
potential litigation, and likely would be small. (Global
Crossing Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HANOVER FIRE: S&P Affirms BBpi Financial Strength Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBpi'
counterparty credit and financial strength ratings on Hanover
Fire and Casualty Insurance Co.

"The ratings reflect the company's small capital base, limited
operating scope, and volatile reserve development," said
Standard & Poor's credit analyst Alan Koerber.

Based in Plymouth Meeting, Pa., HF&C writes mainly fire and
burglary and theft insurance. Business in the company's major
states of operations -- Pennsylvania, Illinois, and the District
of Columbia -- constitutes all of its revenue, and its products
are distributed primarily through independent agents.

The company, which began business in 1987, is licensed in
Illinois, Pennsylvania, and the District of Columbia. Community
Research Bureau Inc. owned HF&C until it sold it on Nov. 5,
2002, to Ross D. Miller. In April 1998, Hanover Mutual Fire was
demutualized and merged into Fire and Casualty Insurance Co. of
America, a stock company, which then changed its name to Hanover
Fire and Casualty Insurance Co.

The company is rated on a stand-alone basis and is no longer
part of the Community Research Bureau Group.


HILTON HOTELS: Completes Three Separate Financial Transactions
--------------------------------------------------------------
Hilton Hotels Corporation (NYSE:HLT) announced three separate
transactions consistent with the company's financial strategies
of reducing debt and extending maturities:

     --  Hilton sold $375 million of 10-year Senior Unsecured
Notes with settlement and closing scheduled for November 22,
2002. The notes carry a coupon of 7.625 percent and have a
maturity date of December 1, 2012. Proceeds from the sale will
be used to repay indebtedness under the company's revolving
credit facility. Book runners on the transaction were Morgan
Stanley and UBS Warburg, with Credit Suisse First Boston serving
as co-lead.

     --  The company sold $67 million in timeshare notes
receivable to a wholly owned subsidiary of GE Capital. Proceeds
from the sale will be used to reduce corporate debt. This
represents the second tranche to be sold to GE; the first
tranche of approximately $52 million was sold June 27, 2002.
Approximately $90 million of timeshare receivables currently
remain in Hilton's portfolio.

     --  Hilton also announced that it has received commitments
necessary to renew its $150 million 364-day revolving credit
facility. The facility is scheduled to close November 26, 2002,
with no change in fees or borrowing rates. Bank of America
Securities acted as Lead Agent and Arranger on the renewal.

Mariel A. Joliet, Hilton's senior vice president and treasurer,
said: "The bond sale represented a successful and timely capital
market execution, and we were very pleased with the reception in
the marketplace. We are happy to have completed another sale of
timeshare receivables to GE Capital on excellent terms. The
renewal of our 364-day facility demonstrates the support that
Hilton enjoys in the banking community. Taken together, these
three transactions are important steps in advancing our
financial goals of reducing debt and extending maturities."

                         *    *    *

As reported in Troubled Company Reporter's September 10, 2002
edition, Hilton Hotels said that, relative to an event reported
in its second quarter 10-Q, it has resolved a property insurance
issue with the servicer of its 7.95 percent collateralized
mortgage bonds due 2010 ($490 million outstanding principal
balance at June 30, 2002).

As reported in the 10-Q, the servicer of the bonds asserted that
an event of default arose due to an exclusion for terrorist
acts. While Hilton disputed whether the insurance was required,
the company decided to obtain insurance to resolve the dispute.
The company's purchase of insurance in the aggregate of $250
million covering certain terrorist events has, Hilton said,
resolved the matter by curing this asserted default.


HILTON HOTELS: Fitch Rates Senior Notes and Revolver at BB+
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to both Hilton Hotels
Corporation's (NYSE: HLT) $375 million 10-year senior unsecured
notes due December 2012 as well as Hilton's proposed $150
million 364 day revolving credit facility. The notes and the
bank facility will rank pari passu with Hilton's existing senior
unsecured debt. Proceeds from the note issue will be used to
reduce borrowings on Hilton's revolving credit facility. Ratings
remain on Negative Outlook due to the continuing negative trend
in industry revenues.

Ratings on Hilton Hotels reflect the company's strong business
franchise and well-known brand names, customer loyalty program
and good product and geographic distribution. The impact of
September 11 and weak economic conditions have resulted in a
severe deterioration in industry revenues per available room,
and year-over-year comparison continues to decline. Hilton has
endured greater declines in revenues per available room than the
industry average due to its high concentration of urban
properties. Hilton's EBITDA continues to trend negatively,
however, impressive cost reductions have allowed the company to
avoid a deterioration in its balance sheet despite the severe
stress inflicted on the travel industry following September 11,
2001. Also, Hilton continues to gain industry share. Although
recovery in this industry has been slower than expected,
favorable supply conditions resulting from dramatically reduced
hotel construction bode well for room rates in a future
recovery, as do cost reduction measures taken in this weak
environment.

Despite a severe environment, Hilton has managed to maintain
relatively steady credit statistics since year-end 2001 and has
actually posted a small reduction in debt (aided by a modest
level of asset sales). Increases in debt/EBITDA following
September 11 have been entirely due to EBITDA deterioration.
Trailing twelve month interest coverage (EBITDA/Interest) has
recovered to 2.5 times (x), equal with the level at year-end
2001 and 2000, due to a strong dropoff in interest expense
resulting from high levels of floating rated debt and lower
interest rates.

                   Hilton Hotels Corporation

         -- Senior notes 'BB+';

         -- Senior bank facilities 'BB+';

         -- Convertible subordinated notes 'BB-';

         -- Commercial paper 'B';

         -- Rating Outlook Negative.

Hilton Hotels' 5.0% convertible bonds due 2006 (HLT06USR1) are
trading at about 93 cents-on-the-dollar, DebtTraders reports.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=HLT06USR1
for real-time bond pricing.


HORIZON NATURAL: Wants Nod to Access $350 Million DIP Financing
---------------------------------------------------------------
Horizon Natural Resources Company and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the Eastern
District of Kentucky to obtain postpetition financing and to use
their Lender's cash collateral to operate their businesses.
Specifically, the Debtors ask the Court for permission to obtain
financing of up to $350,000,000 in revolving commitments and
letters of credit from Deutsche Bank Trust Company Americas and
a syndicate of banks, financial institutions and other
accredited investors.

As of the Petition Date, the principal balance of the Senior
Secured Term Notes is $465 million. The holders of the Senior
Secured Term Notes (for which UBS AG, Stamford Branch, serves as
agent) assert that they have validly perfected second priority
Liens on the Existing Collateral.  The holders of $450 million
of Senior Notes (for which Wells Fargo Bank Minnesota, National
Association, serves as trustee) assert that they have validly
perfected third priority Liens on the Existing Collateral.

The Debtors tell the Court that they have made extensive efforts
to obtain debtor-in-possession financing from alternative
sources. The Debtors, through their financial advisor, Financo
Restructuring Group, contacted 13 potential lenders about the
possibility of providing debtor-in-possession financing to the
Debtors.

As of the Petition Date, the Debtors received one formal
proposal for postpetition financing from Deutsche Bank, the
Debtors' prepetition lender. The Debtors selected Deutsche Bank
because the terms of the proposed financing were the best the
Debtors could achieve under the circumstances and Deutsche Bank
offered postpetition financing consistent with the Debtors'
requirements.

Through extensive arms-length negotiations, the Debtors have
negotiated the DIP Credit Facility in the aggregate amount of up
to $350,000,000 in revolving loan commitments and letters of
credit.

The DIP Credit Facility will mature in 18 months or on the
effective date of the Debtors' plan of reorganization, if that
happens earlier.

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.


INTEGRATED HEALTH: Intends to Assume 3 Nursing Facility Leases
--------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates seek
the Court's authority to assume three non-residential real
property leases, as amended, between IHS Acquisition No. 151 and
these landlords:

-- Rio Rancho Health Care Company for a skilled nursing
    facility known as the Rio Rancho Health Care Center, located
    at 4210 Sabena Grande in Northeast Rio Rancho, New Mexico;

-- Las Palomas Health Care Company for a skilled nursing
    facility known as the Las Palomas Health Care Center, which
    is located at 8100 Palomas Avenue, N.E. in Albuquerque, New
    Mexico; and

-- Ladera Health Care Company for a skilled nursing facility
    known as the Ladera Health Care Center, which is located at
    5901 Ouray Road in Albuquerque, New Mexico.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, recounts that in 1990, the Debtors
entered into three substantially similar restated leases
pursuant to which it leased three skilled nursing facilities in
New Mexico from three separate Ohio general partnerships.
Although the general partnerships are separate legal entities,
each partnership have common general partners.

Mr. Patton tells the Court that the Debtors have experienced
steady growth in revenue at each of the Facilities over the past
two years and expect the trend to continue.  More importantly,
each Facility's actual EBITDA is positive.  Taking into
consideration current and prospective Medicaid and Medicare
reimbursement rates, the Debtors foresee positive EBITDA numbers
for all three Facilities.

                   EBITDA     EBITDA     EBITDA     EBITDA
    Facility      Yr. 2000   Yr. 2001   YTD 2002   Yr. 2003
    --------      --------   --------   --------   --------
    Rio Rancho    $557,560   $557,074   $562,450   $817,814
    Las Palomas    341,833    274,512    267,049    371,365
    Ladera         342,446    177,297    297,788    421,810
    Aggregate    1,241,839  1,008,883  1,127,287  1,610,989

Mr. Patton notes that Rio Rancho's EBITDA, after the payment of
rent, is projected to grow, and the Debtors project that these
earnings will continue to grow during the year 2003.  Although
the EBITDA numbers for the Las Palomas and Ladera Facilities are
not at the same level as Rio Rancho, the earnings of both
Facilities are positive and each Facility contributes meaningful
value to the Debtors' estates.

All three Amendments are substantially identical with the
exception of the rent, which is payable under each of the
Leases, and a schedule of repair work, which the Debtors are
responsible for completing at each of the Facilities.

The highlights of the Lease Amendments are:

-- Term: Consistent with the provisions of the Leases prior to
    the Fourth Amendment, the Landlords have acknowledged that
    the term of each of the Leases is extended to 12:00 noon on
    June 1, 2007, with one five-year renewal option;

-- Rent: The agreed annual Basic Rent for each of the
    Facilities will be increased from $679,675.56 to $716,017
    for Rio Rancho; from $651,683.64 to $675,349 for Ladera; and
    from $760,381.20 to $788,634 for Las Palomas.

    The Basic Rent will be increased every three years
    thereafter, as of the June 1 anniversary dates of the
    Leases, according to the formula: Basic Rent multiplied by
    an amount equal to one third of the percentage increase in
    the CPI Index during the periods from:

        * June 1, 2002 through May 1, 2005;

        * June 1, 2005 through May 31, 2008; and

        * June 1, 2008 through May 31, 2011.

    The Debtors will be reimbursed by New Mexico Medicaid for
    most of the increased rent;

-- Appraiser: The Debtors have agreed to comply with the
    Landlords' demands under the Leases to hire an appraiser who
    will deliver a written appraisal to the Landlords of the
    actual cost of replacing each Facility, within 90 days from
    the date of the Amendments;

-- Insurance: The parties have agreed to increase the
    deductibles under the various insurance policies required
    under the Leases from $10,000 to $100,000, and automobile
    policies may have deductibles exceeding $100,000;

-- Inventory: Instead of a mandatory, annual detailed
    accounting to Landlords of all actions taken with respect to
    furnishings and equipment, if Landlords so request, the
    Debtors will, no more often than annually, provide the
    Landlords with an inventory of all of the equipment and
    furnishings that are present at each Facility as of the
    date the inventory is taken;

-- Events of Default: The parties have added these two
    cross-default provisions to the Leases:

     * The first provision makes it an "event of default" under
       each of the Leases if an "event of default" occurs under
       any of the Leases, which has an economic value exceeding
       $10,000 individually, or in the aggregate, and the
       "event of default" remains uncured for more than ten days
       after notice of the event of default is delivered to the
       Debtors; and

     * The second cross-default provision makes it an "event of
       default" under each of the Leases if the Debtors' state
       license to operate as a skilled nursing facility is
       revoked, or if the Debtors' Medicare or Medicaid
       certifications are revoked, and, in each case, the
       Debtors are unable to cause the state license, or
       Medicare or Medicaid certification to be reinstated
       within ten days after the license or certification is
       revoked;

-- Waiver of Defaults: Landlords acknowledge that all defaults
    under the Leases have been cured or waived.  However, the
    Debtors have agreed to remedy certain items, which are
    listed on Schedule 1.02 of each Amendment, and are in the
    nature of repairs and renovations.  No dollar value is
    ascribed to the work that is listed on each Schedule;

-- Assignment: The Debtors reserve the right to assign the
    Leases to a third party prior to or in connection with the
    confirmation of a plan of reorganization.  The Debtors have
    agreed that it will not assign fewer than all of the Leases
    to the same assignee without the consent of the Landlord.
    If no assignment occurs prior to the discharge or dismissal
    of the Debtors' Bankruptcy Proceedings, then this Section of
    the Amendments is void and any Lease assignment the Debtors
    will be governed by the assignment provisions in the Leases;

-- Reimbursement of legal fees and expenses: The Debtors have
    agreed to reimburse the Landlords for the Landlords'
    reasonable and documented legal fees and expenses that are
    incurred in connection with these bankruptcy proceedings,
    the lease amendments, and the transactions contemplated.
    The Debtors have agreed to pay fees, which have been
    documented amounting to $105,000, and additional fees as
    incurred by the Landlords.  The Debtors' counsel, Arent Fox
    Kintner Plotkin & Kahn, has agreed to hold in escrow the
    $105,000, pursuant to the terms of a written Escrow
    Agreement, pending approval of this Motion; and

-- Debtors' Guarantees: The Guarantees made by the Debtors are
    reaffirmed, ratified and incorporated by reference in each
    Amendment.  If the Leases are assigned to another tenant in
    accordance with the Lease Amendments, then the Debtors'
    obligations under the Guarantees with respect to matters or
    occurrences that arise after any assignment are released.
    If a Lease is assigned to another tenant in a manner that is
    different than that described in the Amendments, then the
    Debtors' obligations under the corresponding Guaranty will
    only be released and discharged with the Landlords' consent.

The Debtors believe that the Amendments represent a reasonable
compromise of issues, which were important to all parties,
including numerous revisions to the Leases to eliminate or
substantially reduce the Debtors' obligations that would likely
have resulted in further defaults, and that the financial
concessions made by the Debtors are reasonable and prudent given
the Debtors' expectations for the future performance of the
Facilities. (Integrated Health Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Secures Approval of Release with Terrence Hayes
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
the Court's approval of their Settlement Agreement with Terrence
Hayes and AXA Corporate Solutions (U.K.) Ltd.

Under the Agreement, the Debtors will be relieved of their
obligation under the revenue and joint prosecution agreement
with Mr. Hayes to prosecute claims against the remaining Third
Party Defendants.  The Release further provides that:

A. Payment of Funds and Dismissal of Haves' Claims

   -- $2,419,700 will be transferred by wire from a client trust
      to a client trust account of Heller Ehrman White &
      McAuliffe, LLP, counsel for the Debtors;

   -- Mr. Hayes will release the Debtors and AXA from any claims
      arising from the litigation or the settlement of the
      litigation arising from the Gramercy Explosion.  This
      includes the release of any claims for breach of any of
      the agreements between Mr. Hayes and the Debtors; and

   -- Upon Court approval of the Release by a final, non-
      appealable order, Mr. Hayes will dismiss, with prejudice,
      his appeal of the Court's ruling on the motion for relief
      from stay.  The parties agree that Hayes reserves and does
      not release his rights against Thomas and Betts and
      Schweitzer.

B. Relation to other Settlements

   -- Mr. Hayes will consent to the Debtors' assignment to AXA
      of their right, title, interest and obligation in and of
      the revenue and cost sharing provisions and cooperation
      provisions with respect to his previous agreements with
      the Debtors; and

   -- The Debtors acknowledge that they have no interest in and
      are not owed any further repayments or obligations from
      Mr. Hayes for any reason.

C. Mutual Releases

   -- Mr. Hayes will agree that the Debtors do not owe him any
      money or any other obligation for any cooperation, defense
      or other costs under their previous agreements.  Mr. Hayes
      will also agree that the Debtors will not owe any
      continuing or future obligation to cooperate or pay for
      defense or other costs under the previous agreements;

   -- The parties will acknowledge that the Debtors' only
      continuing obligation to Mr. Hayes under the previous
      agreements is their responsibility to make periodic
      payments.  These payments are funded via a third-party
      annuity purchased long before the Petition Date; and

   -- The only claims Mr. Hayes retains arising from the
      Gramercy Explosion against the Debtors are claims that may
      arise should the Debtors fail to meet their obligations
      for the periodic payments or fail to meet their
      obligations under the Release. (Kaiser Bankruptcy News,
      Issue No. 18; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


KASPER ASL: Court to Consider Disclosure Statement on December 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has scheduled a hearing to consider approval of Kasper A.S.L.,
Ltd., and its debtor-affiliates' Proposed Disclosure Statement.

The hearing will be held before the Honorable Allan L. Gropper,
United States Bankruptcy Judge, One Bowling Green, New York, New
York at 11:00 a.m., Eastern Time, on December 5, 2002.

All written objections to Disclosure Statement, if any, must be
received by:

     (i) Weil, Gotshal & Manges LLP
         767 Fifth Avenue
         New York, New York 10153
         Attention: Alan B. Miller, Esq.

    (ii) Kasper A.S.L., Ltd.
         11 West 42nd Street
         New York, New York 10038
         Attention: Lee S. Sporn
         Senior Vice President and
           General Counsel to the Debtors

   (iii) the Office of the United States
           Trustee for the Southern District
           of New York
         33 Whitehall Street
         21st Floor
         New York, New York 10004
         Attention: Richard Morrissey, Esq.

    (iv) Anderson, Kill & Olick, P.C.
         1251 Avenue of the Americas
         New York, New York 10020
         Attention: J. Andrew Rahl, Jr., Esq.

                    and

     (v) Morgan, Lewis & Bockius LLP
         101 Park Avenue
         New York, New York 10178
         Attention: Richard S. Toder, Esq.

on or before 2:00 p.m. Eastern Time, on December 2, 2002 to be
deemed timely-filed.

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: Proposes Uniform Beechjet Sale Bidding Procedures
-------------------------------------------------------------
To maximize the value of the corporate aircrafts -- Beechjet RK-
235 and RK-227, Kmart Corporation and its debtor-affiliates will
continue to seek and solicit bids, which are higher or otherwise
better than the offers made by Big Country Air LLC or Dominion
Aircraft, Inc.  Accordingly, the Debtors ask the Court to
approve these bidding procedures:

A. Participation Requirements

   Each participating person must be a Qualified Bidder, who has
   the financial capability to consummate the purchase of the
   Property, and who the Debtors determine to be reasonably
   likely to consummate a purchase of the Property.

   A Potential Bidder for a particular aircraft must deliver to
   the Debtors:

    (1) An executed confidentiality agreement in form and
        substance satisfactory to the Debtors;

    (2) Current audited financial statements or other financial
        information of the Potential Bidder.  If the Potential
        Bidder is an entity formed for the purpose of acquiring
        the Property, current audited financial statements or
        other financial information of the equity holders of the
        Potential Bidder, or other form of financial disclosure
        acceptable to the Debtors and their advisors,
        demonstrating the Potential Bidder's ability to close
        the proposed transaction; and

    (3) A preliminary non-binding proposal regarding:

          (i) the Properly sought to be acquired;

         (ii) purchase price range;

        (iii) the structure and financing of the transaction,
              including the amount of equity to be committed and
              sources of financing;

         (iv) any additional conditions to closing that it may
              wish to impose; and

          (v) the nature and extent of additional due diligence
              it may wish to conduct.

B. Bid Requirements

   All bids must be submitted to:

   Aerodynamics, Inc.
   Attn: Ken Wade
   6544 Highland Road
   P.O. Box 270100, Waterford, Michigan 48327

   The Debtors will distribute a copy of the bid to the general
   counsel and local counsel for the Debtors' lenders and the
   counsel for the Statutory Committees.

   All bids must include:

   (a) A letter stating that the bidder's offer is irrevocable
       until the earlier of:

         (i) 2 business days after the Property upon which the
             bidder is bidding has been disposed of pursuant to
             these Bidding Procedures; and

        (ii) 30 days after the Proposed Sale Hearing;

   (b) An executed copy of the Purchase Agreement marked to show
       amendments and modifications, if any, to the Agreement;

   (c) A good faith deposit in the form of a certified check for
       $50,000 payable to "Insured Aircraft Title Service Inc.
       as escrow agent for Kmart Corporation"; and

   (d) Written evidence of a commitment for financing or other
       evidence of ability to consummate the proposed
       transaction satisfactory to the Debtors in their sole
       discretion.

   The Debtors will consider a bid only if the bid is on terms
   that are not conditioned on obtaining financing or on the
   outcome of unperformed due diligence by the bidder.

C. Due Diligence

   The Debtors may afford each Qualified Bidder due diligence
   access to the Property sought to be acquired:

   (a) The Debtors will designate an employee or other
       representative to coordinate all reasonable requests for
       additional information and due diligence access from the
       bidders;

   (b) The Debtors will not be obligated to furnish any due
       diligence information after the Bid Deadline; and

   (c) The Debtors or any of their affiliates are not obligated
       to furnish any information relating to the Property to
       any person except to a Qualified Bidder who makes an
       acceptable preliminary proposal.

   Bidders are advised to exercise their own discretion before
   relying on any information regarding the Property provided by
   anyone other than the Debtors or their representatives.

D. "As Is, Where Is"

   The Proposed Sale will be on an "as is, where is" basis and
   without representations or warranties of any kind, nature, or
   description.  Each bidder will be deemed to acknowledge and
   represent that:

   (a) it has had an opportunity to inspect and examine the
       Property and to conduct any and all due diligence
       regarding the Property before making its offer;

   (b) it has relied solely on its own independent review,
       investigation and inspection of any documents and the
       Property in making the bid; and

   (c) it did not rely on any written or oral statements,
       representations, promises, warranties or guaranties
       regarding the Property.

E. Auction Procedures and Bidding Increments

   After all Qualified Bids have been received, the Debtors may
   conduct an auction at the office of Skadden, Arps, Slate,
   Meagher & Flom, 333 West Wacker Drive in Chicago, Illinois.
   At the Auction, Qualified Bidders will be permitted to
   increase their bids, in minimum increments to be established
   at the Auction.  At the end of the Auction and after all
   Qualified Bids are received, the Debtors (together with their
   legal and financial advisors) will:

   (1) review each Qualified Bid on the basis of financial and
       contractual terms and the factors relevant to the sale
       process, including those affecting the speed and
       certainty of consummating the sale; and

   (2) identify the highest and best offer for the Property.

   At the Sale Hearing, the Debtors will present to the
   Bankruptcy Court for approval the Successful Bid.  The Seller
   may adopt rules for the bidding process that are not
   inconsistent with any of the provisions of the Bankruptcy
   Code, any Bankruptcy Court Order, or these Bidding
   Procedures.

F. Acceptance of Qualified Bids

   The Debtors will accept a bid only when the bid has been
   approved by the Bankruptcy Court at the Sale Hearing.  If the
   Successful Bidder fails to consummate the Sale of the
   Property, the Debtors may select the next highest Qualified
   Bid to be the Successful Bid without further Bankruptcy Court
   order.

   Good Faith Deposits of all Qualified Bidders will be held in
   escrow until the earlier of:

   (a) 3 business days after all Property on which the bidder
       is bidding have been disposed of pursuant to these
       Bidding Procedures; or

   (b) 31 days after the Sale Hearing.

G. Rights of Debtors

   The Debtors may:

   (a) determine which Qualified Bid is the highest or best
       Offer; and

   (b) reject any bid that is:

       (1) inadequate or insufficient;

       (2) not in conformity with the requirements of the
           Bankruptcy Code, the Bidding Procedures, or the terms
           and conditions of sale; or

       (3) contrary to the Debtors' best interests, their
           estates and their creditors.

   At or before the Sale Hearing, the Court or the Debtors may
   impose other terms and conditions as may be determined to be
   in the Debtors' best interests, their creditors and other
   parties. (Kmart Bankruptcy News, Issue No. 38; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

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


KMART CORP: Beyen Says Kmart Tops in Small Appliance Advertising
----------------------------------------------------------------
Kmart Corporation dominates small appliance advertising,
according to data released Friday by Beyen Corporation, a retail
ad tracking company based here.

Not only has Kmart kept beating the advertising drum for small
appliances since its filing for bankruptcy earlier this year,
the company has kept pace with the 5.2% increase in advertising
for the industry with a 5.3% increase of its own, based on year-
to-date advertising data for 2002.

Kmart is the top retail advertiser so far this year in six small
appliance categories: blenders, coffee makers, electric heaters,
irons, mixers and toasters. The company is the second biggest
advertiser in air cleaners, behind Sears, and the third biggest
advertiser of oral care products behind Target and Walgreens.

"Kmart is putting up a good fight," said Roger Lanctot, director
of advertising analysis for Beyen. "Not only is Kmart the
advertising leader in these categories, but the company accounts
for more than 20% of all retail advertising in six segments."

Top Advertisers
Category             First           Second           Third
Air Cleaners         Sears           Kmart            Target
Blenders             Kmart           Target           JC Penney
Coffee Makers        Kmart           Target           JC Penney
Electric Heaters     Kmart           Target           Home Depot
Electric Massagers   Walgreens       Sears            Target
Food Processors      JC Penney       Walgreens        Target
Irons                Kmart           Target           Sears
Mixers               Kmart           Sears            Kohl's
Oral Care            Target          Walgreens        Kmart
Toasters             Kmart           Target           JC Penney

The hot categories in small appliances are oral care, where
retail ads are up 73.0% and electric massagers, up 116.9%.
Walgreens' performance stands out along with Kmart as the
leading drug chain in small appliances. Target, too, is coming
on strong in the small appliance segment but its overall ad
count has actually fallen on a year-over-year basis by 1.5%.
Notably absent from the top players in the small appliance
market is Best Buy, which rolled back much of its advertising of
these products after an aggressive run in the past year.

The data reported here is based on the tracking of retail
preprint and run-of-press advertising by retailers drawn from
102 daily newspapers encompassing 85 U.S. metropolitan areas.
Beyen's North American headquarters is in Niagara Falls, New
York, with its corporate headquarters in Dusseldorf, Germany.


KSAT SATELLITE: Fails to Make Payment on Shareholders' Loan Pact
----------------------------------------------------------------
KSAT Satellite Networks Inc., (TSX Venture - KSA) has not made
any payments due to Global Space Investments Limited or Gilat
Satellite Networks Inc., under the Shareholders' Loan Agreement
among the Corporation, Global and Gilat dated September 29,
2000. As previously disclosed in a press release dated
November 1, 2002, the Corporation had received notice from
Global of Global's position that the Corporation is in default
of the Agreement.

Global's notice provided the Corporation with 14 days to repay
amounts due by the Corporation to Global under the Agreement.
The 14 day period expired on November 11, 2002. The Corporation
is still attempting to negotiate settlement of amounts due to
each of Global and Gilat under the Agreement.


LIFE & HEALTH: S&P Hatchets Counterparty Credit Rating to Bpi
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength rating on Life & Health
Insurance Co., of America to 'Bpi' from 'BBpi'.

"The downgrade is based on the company's marginal
capitalization, limited operating scope, and weak operating
performance," explained Standard & Poor's credit analyst Alan
Koerber.

Based in Philadelphia, Pennsylvania this company writes mainly
individual accident & health. Business in the company's major
states of Florida, Pennsylvania, Illinois, Missouri, and Georgia
constitute 78% of its total revenue, and its products are
distributed primarily through independent agents and brokers.
The company, which began operations in 1903, is licensed in 27
states and District of Columbia, and U.S. Virgin Islands. The
company is owned by Community Research Bureau Inc., which is 76%
owned by Melvyn K. Miller.

The rating on Life & health Insurance Co., of America is based
on standalone characteristics without implied support from the
Community Research Bureau Group.

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.


LODGIAN INC: Successfully Emerges from Chapter 11 Proceeding
------------------------------------------------------------
Lodgian, Inc., and the majority of its subsidiaries have
successfully emerged from bankruptcy. The Company also announced
the funding of a new $309 million credit facility arranged by
Merrill Lynch Mortgage Lending, Inc.  The newly reorganized
Lodgian will emerge from bankruptcy with 79 hotels that operate
under nationally recognized hospitality franchises such as
Holiday Inn, Marriott, Hilton and Crowne Plaza.  Eighteen hotels
will continue under Chapter 11 protection, and the company
expects to dispose of nine hotels by the end of the first
quarter of 2003.

David Hawthorne, President and CEO commented that the bankruptcy
process has enabled the company to substantially reduce its debt
and survive a difficult operating environment since the events
of September 11, 2001. "While the operating environment remains
challenging, we are dedicated to creating value for our
shareholders.  We would like to thank our franchisors, vendors,
lenders and dedicated employees for their support during the
restructuring process.  With our new financing and significantly
reduced leverage, Lodgian is well positioned to benefit from an
economic recovery and is committed to increasing shareholder
value going forward."

For more information on Lodgian visit Lodgian at
http://www.lodgian.com


LTV CORP: Court Okays Sale of LTV Tubular to Maverick for $110MM
----------------------------------------------------------------
LTV Steel Company and its debtor-affiliates obtained the Court's
approval of an Asset Purchase Agreement dated October 15, 2002,
among Debtors -- The LTV Corporation, LTV Steel, and Georgia
Tubing Corporation, on one hand, and Buyer -- Maverick Tube
Corporation, on the other hand.  Maverick Tube will buy LTV
Tubular Assets for $110,000,000 in cash, including assumption of
certain liabilities, subject to post-closing adjustments.
Maverick has placed $2,200,000 in escrow, which will be applied
to the purchase price at closing.

Maverick will purchase the LTV Tubular assets, including all of
the real property; real property leases; machinery and
equipment; vehicles; sales and purchase orders or similar
contracts for the purchase of goods or services; contracts
entered into by LTV Tubular after the Petition Date; prepaid
expenses and deposits; inventory; accounts receivable;
intellectual property; certain computer software or systems;
intangible personal property; permits, authorizations and
licenses; business records; and other property relating to the
LTV Tubular plants.

                      Assumed Liabilities

Maverick agrees to assume and pay:

  (1) all liabilities and obligations of LTV with respect to
      trade accounts payable of the TV Tubular business arising
      after the Petition Date, but excluding any trade accounts
      payable to any affiliate of LTV;

  (2) all liabilities and obligations of LTV under contracts
      assumed and assigned to Maverick, but only if the cure
      amounts do not exceed an agreed amount;

  (3) all liabilities and obligations of LTV with respect to
      tooling, equipment and machinery owned by any customer of
      the LTV Tubular business and any other third party,
      possession of which is conveyed to Maverick by any seller;

  (4) all liabilities and obligations of LTV for transaction
      taxes payable in connection with these transactions;

  (5) all liabilities and obligations of any seller or
      affiliates or related persons relating to any
      environmental law, irrespective of whether that liability
      attaches or accrues to Maverick or any seller in the first
      instance and relating to the acquired assets, but not
      including:

         (i) any liability or obligation resulting from the
             transport, disposal, storage or treatment of any
             hazardous materials by any seller before closing
             to or at any location, other than the real
             property being purchased;

        (ii) any liability, obligation or claim for personal
             injury resulting from exposure to hazardous
             materials or otherwise, ,where that exposure or
             other event or occurrence occurred prior to the
             closing; and

       (iii) any fine or other monetary penalty imposed by
             any government before the closing date; and

  (6) all liabilities and obligations of the sellers and their
      affiliates with respect to the sellers' MBP, accrued
      vacation, the Cedar Springs plant hourly and salaried
      annual profit sharing plan, and the Counce Plant and
      Ferndale Plant hourly and salaried quarterly profit
      sharing plans, in each case for persons who are employed
      by any seller or any of their affiliates on the date
      before the Closing Date and who are employed by Maverick
      or any affiliates after the Closing. (LTV Bankruptcy News,
      Issue No. 40; Bankruptcy Creditors' Service, Inc.,
      609/392-00900)


MID POWER SERVICE: External Auditors Express Going Concern Doubt
----------------------------------------------------------------
As of June 30, 2002, Mid Power Service Corporation had an
accumulated deficit of approximately $5.8 million, substantial
recurring losses, and only nominal revenues. Accordingly, the
report of its auditors on its financial statements as of June
30, 2002, and for the year then ended contains an explanatory
paragraph respecting the Company's ability to continue as a
going concern.

During the year ended June 30, 2002, Mid Power had revenues of
approximately $100,000 from the sale of oil from its California
producing properties, while during the preceding fiscal year, it
had no revenues. The Company incurred total costs and expenses
of approximately $4.5 million during the year ended June 30,
2002, including $2.3 million in general and administrative
expenses, $814,000 in exploration expenses, $791,000 in
impairment of investment in equipment and gas and oil
properties, $577,000 in research and development expenses, and
$73,000 in production expenses, for a loss from operations of
approximately $4.4 million. The impairments consisted of
$527,000, equivalent to the amount by which the capitalized cost
of its Kern County, California property exceeds the estimated
net present value of undeveloped future reserves as of June 30,
2002, and $264,000 related to two turbine engines held for sale.
The substantial increase in costs and expenses and resulting
loss from operations are attributable to the activation of its
business during the year ended June 30, 2002. During the
preceding fiscal year, when it was inactive, total costs and
expenses of $38,000 consisted of general and administrative
expenses.

The Company recognized net other income of $90,000 in the year
ended June 30, 2002, as compared to net other income of $1,000
in the preceding fiscal year from interest earned on net
proceeds received from the sale of equity securities.

During the year ended June 30, 2002, the Company relied on cash
provided by its financing activities to fund operations and
investments. Operating activities used cash of approximately
$2.9 million, principally to fund the Company's $4.3 million net
loss and $314,000 in reduction in receivables and prepaids and
other assets. Operating activities included noncash expenses of
$791,000 for impairment of gas and oil properties and investment
in equipment, $553,000 for the issuance of common stock for
financing fee and services, and $313,000 for increases in
accounts payable and accrued liabilities. Investing activities
required cash of $7.6 million, principally for the purchase of
gas and oil property and equipment. Cash from financing
activities was provided by $6.7 million in proceeds from long-
term debt borrowed from SCRS Investors, an affiliate, less $1.0
million in debt payments. At June 30, 2002, Mid Power had cash
and cash equivalents of $640,000.

As of June 30, 2002, the Company had current assets of $1.2
million and current liabilities of $10.5 million, including
$10.0 million due on its note payable to Edward Mike Davis to be
paid into escrow in December 2002 for the acquisition of the
Clear Creek property, for a working capital deficit of
approximately $9.3 million. Mid Power requires capital to fund
the $10.0 million payment into escrow in December 2002 due
Edward Mike Davis, also its operating activities, and planned
exploration and related activities on various gas and oil
properties. The Company currently estimates that its operating
activities, excluding exploration expenses, require
approximately $750,000 in cash per quarter. In addition, for the
year ending June 30, 2003, it is budgeting approximately $10.0
to $12.0 million for exploration activities on its existing
properties and in order to earn interests or participate in
additional exploration opportunities. Accordingly, in addition
to the $10.0 million to be drawn under its credit facility, Mid
Power estimates that it will require $5.0 million prior to
June 30, 2003, to fund its requirements.

Mid Power has not established any source of funding except for
its credit facility with SCRS Investors. Under this credit
facility, it can draw up to $20.0 million to pay the $10.0
million due Edward Mike Davis into escrow in December 2002 and
to provide $10.0 million for exploration of the Clear Creek
property and other activities.

SCRS Investors does not have the cash or cash items available at
this time and has provided Mid Power with no assurances that it
will have funds available to the Company if, as planned, Mid
Power attempts to draw $10.0 million in December 2002 for a
payment into escrow for Edward Mike Davis for the purchase of
the Clear Creek property, or the balance in 2003 for exploration
and other activities. Accordingly, the Company cannot assure
that SCRS Investors will be able to meet its commitment to
provide funds under the credit facility. If SCRS Investors is
unable to provide the committed funds, Mid Power will be forced
to attempt to secure alternate financing, and it cannot assure
that it will be able to do so on terms favorable to it, or at
all, particularly in view of the restrictions in its agreement
with Edward Mike Davis on its ability to issue additional shares
to obtain equity.

Even if able to draw the entire $20.0 million remaining
commitment under its credit facility with SCRS Investors, Mid
Power estimates that it will require approximately $5.0 million
additional cash prior to the end of its fiscal year on June 30,
2003. It may seek to obtain some or all of the required
additional funds through additional borrowing from SCRS
Investors, other borrowings from other parties, the sale of
equity securities, or other sources. SCRS Investors has no
obligation to provide it with funds in excess of the remaining
$20.0 million commitment under the credit facility. Mid Power's
ability to obtain alternative borrowings will likely be impaired
by the encumbrance on the Clear Creek property in favor of SCRS
Investors securing repayment of any amounts that may be drawn
under the Company's credit facility. The Company has not
arranged any sources of possible additional or alternative
financing.

Mid Power's ability to obtain additional capital is restricted
by the terms of the agreement to acquire the Clear Creek
property from Edward Mike Davis, in which the Company agreed not
to issue additional shares to reduce Edward Mike Davis's 17.1
million share ownership below 60% on a fully-diluted basis until
it pays $10.0 million into escrow in December 2002 and payable
in January 2003. Thereafter, the Company has agreed not to issue
shares that would dilute Edward Mike Davis's 17.1 million shares
below 51% before July 20, 2003, or below 36% before June 20,
2007. These provisions significantly limit the Company's ability
to sell equity securities to obtain additional capital that it
anticipates will be needed to advance exploration and
development and possible other projects before these
restrictions expire in 2007. Further, these restrictions may
sufficiently limit Mid Power's financial flexibility and
viability because they may impair its ability to obtain debt or
other capital.

The amounts drawn under the credit facility with SCRS Investors
are convertible into common stock at $1.50 per share, subject to
the limitations imposed by the agreement not to reduce the
percentage of Edward Mike Davis's ownership. The existence of
such conversion rights may impair or restrict Mid Power's
ability to obtain future financing because the conversion of
such indebtedness could dilute the interests of investors
providing new capital and could adversely affect the prevailing
market price of the common stock.

Mid Power indicates that it may also obtain funds for existing
or new gas and oil projects from strategic alliances with other
energy or financial partners, including SCRS Investors or other
affiliates, which may dilute the interest of its existing
stockholders or its interest in the specific project financed.
There can be no assurance that additional funds could be
obtained or, if obtained, would be on terms favorable to the
Company.


MOTO PHOTO: Files for Chapter 11 Reorganization in Dayton, Ohio
---------------------------------------------------------------
Moto Photo, Inc., (OTCBB:MOTO) filed a Form 8-K with the
Securities and Exchange Commission. The filing states that the
Company has entered into an asset purchase agreement to sell
substantially all of the assets of the Company to MOTO Franchise
Corporation.

It is contemplated that the proposed sale would be consummated
under the provisions of Section 363 of the Bankruptcy Code. The
Company filed a petition under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for The Southern District of Ohio,
Western Division in Dayton, Ohio. The sale is subject to
Bankruptcy Court approval and to higher and better offers.

MOTO Franchise Corporation was formed by Harry Loyle and five of
the Company's current area developers.  Mr. Loyle is a former
director of the Company, owns approximately 9% of the Company's
common shares, and is currently principal shareholder in and
President and CEO of an entity that is an area developer for the
Company.

The Company is asking the Bankruptcy Court for approval to
assume all of its franchise and related agreements and for
approval of an agreement with Provident Bank for use of cash
collateral while the bankruptcy proceeding is pending. The
Company anticipates that its activities, including franchisee
and customer service levels, will continue uninterrupted while
the bankruptcy proceeding is pending.

Upon completion of the sale, which is contemplated to occur by
January 31, 2003, the franchise and related activities will be
conducted by MOTO Franchise Corporation with Harry Loyle as
President and CEO. Afterward, Moto Photo, Inc., will cease
Company store operations and other activities.

MOTO Franchise Corp., is planning on maintaining the Company's
corporate headquarters in the Dayton suburb of Trotwood, Ohio.


MOTO PHOTO INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Moto Photo Inc.
        4444 Lake Center Drive
        Dayton, OH 45426

Bankruptcy Case No.: 02-38935

Type of Business: Franchisor and operator of 307 one-hour
                  photofinishing stores and portrait studios in
                  the U.S. and Canada.

Chapter 11 Petition Date: November 25, 2002

Court: Southern District of Ohio (Dayton)

Judge: William A. Clark

Debtor's Counsel: Anne M. Frayne, Esq.
                  Myers & Frayne Co., L.P.A.
                  18 West First Street
                  Dayton, OH 45402
                  Tel: 937-224-0077

Total Assets: $5,507,186 (as of June 30, 2002)

Total Debts: $12,689,312 (as of June 30, 2002)


NAPSTER INC: Trustee Signs-Up Morrison & Foerster as Attorneys
--------------------------------------------------------------
Hobart G. Truesdell, the Chapter 11 Trustee for Napster, Inc.,
and its debtor-affiliates, seeks authority to sign-up Morrison &
Foerster LLP as his Counsel.

The Trustee anticipates that Morrison & Foerster will provide:

     a) preparation and filing of any lists, schedules, and
        statements, monthly operating reports, disclosure
        statement, and plan which may be required;

     b) representation of the Trustee in all hearings;

     c) analysis of the Debtors' assets and advice regarding any
        dispositions;

     d) analysis of any avoidance action which the Trustee may
        assert under Chapter 5 of the Bankruptcy Code;

     e) analysis of the Debtors' executory contracts and
        unexpired leases and advice regarding the assumption or
        rejection of the leases;

     f) representation of the Trustee in matters relating to the
        use cash collateral or postpetition finance;

     g) representation of the Trustee in any adversary
        proceedings and contested matters that arise in these
        bankruptcy cases;

     h) analysis of all claims filed against the bankruptcy
        estates and advice regarding the allowance of or
        objection to such claims;

     i) representation of the Trustee in general business,
        corporate and other matters that may affect the
        operation of the debtors' business;

     j) confirmation of a plan of reorganization or liquidation;
        and

     k) any other matters relevant to the cases and formulation
        of a plan of reorganization or liquidation.

The initial hourly rates for the attorneys at Morrison &
Foerster who are expected to have primary responsibility for
these cases are:

          Joseph W. Bartlett     $675 per hour
          Larren Nashelsky       $550 per hour
          John R. Hempill        $500 per hour

Paralegals' rates range from $100 to $195 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.


NEON COMMS: Singer Children's Resigns from Creditors' Committee
---------------------------------------------------------------
With the resignation of Singer Children's Management Trust &
Affiliates from the Official Committee of Unsecured Creditors
appointed in Neon Communications, Inc., and Neon Optica, Inc.'s
chapter 11 cases, the Committee is now composed of:

     1. U.S. Bank National Association
        Attn: Diana Jacobs
        1420 Fifth Avenue, 7th Floor
        Seattle, WA 98101
        Tel: 206-344-4680, Fax: 206-344-4632;

     2. Mackay Shields, LLC
        Attn: Don E. Morgan
        9 West 57th Street
        33rd Floor, New York, NY 10019,
        Tel: 212-230-3911, Fax: 212-754-9187;

     3. Lampe, Conway & Co., LLC
        Attn: Steven G. Lampe
        730 Fifth Avenue, Suite 1002
        New York, NY 10019
        Tel: 212-581-8989, Fax: 212-581-8999;

     4. Lutheran Brotherhood High Yield Fund
        Attn: Mark L. Simenstad
        625 Fourth Avenue South, MS 1010
        Minneapolis, MN 55415
        Tel: 612-340-4194, Fax: 612-340-0408;

     5. Metromedia Fiber Network
        Attn: Hadley Feldman
        One Meadowlands Plaza
        East Rutherford, NJ 07073
        Tel: 973-202-0087, Fax: 201-531-2803; and

     6. NSTAR Communications, Inc.
        Attn: David H. Lake
        800 Boylston Street
        Boston, MA 02199,
        Tel: 617-424-2083, Fax: 617-424-2110.

NEON Communications, Inc., owns certain rights to fiber and all
of the outstanding stock of NEON Optica, Inc., which owns and
operates a fiber optic network services. The Company filed for
chapter 11 protection on June 25, 2002. David B. Stratton, Esq.,
at Pepper Hamilton LLP and Madlyn Gleich Primoff, Esq., at
Richard Bernard, Esq., represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $55,398,648 in assets $19,664,234
in debts.


NEOTHERAPEUTICS INC: Completes Issuance of Shares To Vendors
------------------------------------------------------------
NeoTherapeutics Inc., (Nasdaq: NEOT) has issued 356,926 shares
of common stock in a private placement to five vendors as
payment for $628,190.09 in payables.  The issuance was not
registered under the Securities Act of 1933, as amended, and the
shares issued may not be offered or sold in the United States
absent registration under the Securities Act or an applicable
exemption from registration requirements. NeoTherapeutics has
agreed to prepare and file within 60 days a registration
statement to permit the vendors to resell the shares.

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

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


NEW BRIDGE: Court Orders Closure of Chapter 11 Proceedings
----------------------------------------------------------
New Bridge Reorganization Corp., (Pink Sheets:NBRP) announced
that on October 30, 2002, the United States Bankruptcy Court
processed the final order under the Plan of Reorganization and
ordered the Chapter 11 proceedings to be closed, effective
September 26, 2002.

Under the provisions of the Plan, New Bridge Products, Inc.,
changed its name to New Bridge Reorganization Corp.  As part of
the plan the company has formed three groups of securities that
have been distributed to its Class 1 creditors in satisfaction
of its liabilities: Securities Pool A, Securities Pool B and
Securities Pool C. Securities Pool C are identified as the
common stock shareholders of New Bridge Products, Inc. at the
confirmation date. Upon the effective date (July 29, 2002) New
Bridge Reorganization Corp. issued 2,400,000 shares of its
common stock to pool A, 500,000 shares of its common stock to
pool B, and 100,000 shares of its common stock to pool C. New
Bridge Reorganization Corp., also issued warrants to purchase
2,400,000 shares of its common stock to Pool A, warrants to
purchase 500,000 shares of its common stock to Pool B and
warrants to purchase 100,000 shares of its common stock to Pool
C.

The New Bridge Products, Inc., shareholders exchanged their
shares on a pro rata amount of ownership in New Bridge Products,
Inc., for New Bridge Reorganization Corp., common shares based
on their previous ownership percentages of New Bridge Products,
Inc.  In addition, New Bridge Products, Inc., shareholders
received common shares and warrants in three additional
corporations. More information on these entities can be obtained
directly from the Company.

On November 18, 2002, New Bridge Reorganization Corp., entered
into a definitive agreement to acquire 100% of privately held
Beverage Acquisition Corporation -- Jessup, MD.

On November 25, 2002, New Bridge Reorganization Corp., will
change its name and symbol to Sweet Success Enterprises, Inc.
Additionally, SWTS will effectuate a 1-for-8 reverse split of
its common stock and warrants.

The terms of the transaction call for NBRP to issue 2,750,000
(88%) of its authorized but unissued common shares to Beverage
Acquisition Corporation in a tax-free reorganization for 100% of
its outstanding shares. The shareholders of New Bridge
Reorganization will retain 12% of the combined entities.

Accordingly the outstanding common shares and warrants of SWTS
will be:

    375,000 common shares and warrants held by the public
            (FLOAT)

  2,750,000 common shares held by Insiders (Restricted)
  ---------
  3,125,000 Total outstanding common shares

Sweet Success Enterprises, Inc., was formed to participate in
the multi billion-dollar weight loss business. The company
estimates that over 50% of Americans are considered overweight
or obese. The company plans to concentrate on liquid meal
replacement products and eventually add dietary snack bars to
its product mix.


NEWCOR INC: Asks Delaware Court to Amend DIP Financing Order
------------------------------------------------------------
Newcor, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to approve
modification of the company's Debtor-in-Possession Financing
arrangement with Comerica Bank.

The Court entered a DIP Order approving the DIP Motion and
provides that:

   - the Debtors were authorized to borrow up to $3 million from
     Comerica to provide the Debtors with working capital;

   - the Debtors were authorized to execute the DIP Credit
     Agreement, which required the Debtors to pay Comerica a
     facility fee of $30,000 upon the execution of the DIP
     Agreement;

   - the Debtors were liable to Comerica in respect of the Term
     Loan of $2,499,985 and contingency liable to Comerica in
     the aggregate amount of $6,170,191.78 under a certain
     Reimbursement Agreement with respect to the Letter of
     Credit issued by Comerica at the request of Rochester Gear;

   - the Debtors were authorized to make principal payments to
     Comerica under the Term Loan:

     a) $50,000 on September 1, 2002, October 1, 2002 and
        Nover 1, 2002 and

     b) $100,00 on December 1, 2002 and the first business day
        of each month thereafter.

The Debtors relate that their efforts have been focused on their
tripartite goal of cutting costs, increasing productivity and
enhancing the value of their business operations and estates.
The Debtors have been successful in realizing this goal.
Specifically, the Debtors have significantly increased their
cash reserves and operated their business without the need of
external financing under the DIP Order.  As a result, the
Debtors and Comerica did not enter into the DIP Credit Agreement
and accordingly, the Debtors did not pay the $30,000 facility
fee to Comerica.

After conversations, the Debtors and Comerica agree that:

   - the Debtors will repay the term loan under the Prepetition
     Credit Agreement in the total amount of $2,399,985, plus
     accrued interest;

   - Comerica will no longer be obligated to provide the Debtors
     with postpetition financing;

   - Comerica will waive its claim for the $30,000 fee under the
     DIP Credit Agreement;

   - upon the consummation of the Debtors' plan of
     reorganization, the Debtors will replace the Comerica
     Letter of Credit and two additional letters of credit that
     Comerica issued for the benefit of the State of Michigan
     Workers Compensation Bureau;

   - Comerica will waive any rights to be granted a lien upon or
     a security interest in any leased equipment purchased by
     the Debtors that is financed by granting the seller of such
     equipment, or a third party, a first priority lien upon or
     security interest in such equipment; and

   - the Termination Date under the DIP Order shall be October
     1, 2003.

The Debtors believe that this is in the best interests of the
Debtors and their estates for 3 primary reas0ns:

     1) Immediate repayment of the Term Loan will realize
        savings for the Debtors of approximately $12,000 a
        month;

     2) The Debtors will not have to pay the $30,000 facility
        fee under the DIP Credit Agreement;

     3) By agreeing to the resolution of any issues regarding
        the Comerica Letters of Credit and the Debtors' future
        purchase of equipment, the Debtors may eliminate costs
        that would arise from future litigation or negotiation
        relating to any related issues that may arise.

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: Business to Continue Following Involuntary Petition
---------------------------------------------------------------
NRG Energy, Inc., a wholly owned subsidiary of Xcel Energy
(NYSE: XEL), said it intends to continue to conduct business as
usual despite the late Friday afternoon filing of an involuntary
Chapter 11 petition against the company by five former NRG
executives. NRG also said the filing of the involuntary petition
does not put the company into bankruptcy nor is the company
subject to restrictions imposed on debtors under the U.S.
Bankruptcy Code.

Under provisions of federal law, NRG has the full authority to
continue to operate its business as if the involuntary petition
had not been filed unless and until a court hearing on the
validity of the involuntary petition is resolved adversely to
NRG. NRG has 20 calendar days to respond to the allegations
contained in the involuntary petition, during which time it can
choose to seek to have the petition dismissed, or converted to a
voluntary bankruptcy under Chapter 11. Should NRG seek to have
the petition dismissed, the court would then set a hearing to
determine the merits of the petition - a process that could take
several weeks or more. NRG would have the opportunity to present
evidence and the court would have to judge whether the petition
had any merit. NRG is currently considering its options.

In the meantime, NRG's employees will receive their wages,
salaries and benefits as usual, and NRG will continue to
purchase goods and services and pay for all purchases on normal
business terms. The involuntary petition, filed in the U.S.
Bankruptcy Court for the District of Minnesota, was filed
against NRG Energy, Inc., and not against any of its
subsidiaries, which actually own and operate NRG's power
generating facilities.

During the last few months, NRG has been engaged in negotiations
with its bank lenders and bondholders to develop a plan for
restructuring the company's debt. NRG said that it expects those
discussions to continue and stressed that none of the bank
lenders or bondholders had joined the former NRG executives in
signing the involuntary petition.

NRG 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.


OAK CASUALTY: S&P Junks Counterparty & Fin'l Strength Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Oak Casualty Insurance
Co. to 'CCCpi' from 'BBpi'.

"Key rating factors include significant declines in the
company's capitalization, surplus, earnings, and liquidity,"
said Standard & Poor's credit analyst Alan Koerber.

Based in Oak Park, Ill., Oak Casualty mainly writes private
passenger auto insurance, including nonstandard auto. Virtually
all of the company's business lies within its major states of
operation, Illinois and West Virginia, and its products are
distributed primarily through independent general agents. The
company, which began business in 1988, is licensed in Florida,
Illinois, and West Virginia.

The company, which is family owned and operated, is a rated on a
stand-alone basis.


OAKWOOD HOMES: Arranges $415 Million in DIP Financing Facility
--------------------------------------------------------------
Oakwood Homes Corporation has reached agreements in principle to
provide the Company with liquidity facilities totaling $415
million.

Myles E. Standish, President and Chief Executive Officer,
stated:  "We are delighted to announce that we have reached an
agreement in principle with Berkshire Hathaway Inc., Greenwich
Capital Financial Products, Inc., and Ranch Capital LLC to
provide debtor in possession financing while we complete our
reorganization.  The $215 million DIP facility, for which we
expect to receive final court approval in mid-December, includes
a $140 million line to be used for general corporate liquidity
needs and a $75 million loan servicing advance line.  The
agreement provides for interim financing of up to $25 million
until the proposed agreement receives final court approval.
This facility will replace our existing $65 million revolving
credit facility and our $50 million loan servicing advance
facility, thus providing us with an additional $100 million in
liquidity.

"We are also pleased to announce that we have reached an
agreement in principle for continued access to our existing $200
million loan purchase facility, which will allow our finance
company to originate loans as usual. We believe that the
proposed $415 million of credit facilities should provide
Oakwood with ample liquidity throughout the bankruptcy
proceedings.

"On November 15, the Company reached an agreement in principle
with Berkshire Hathaway Inc., its largest senior unsecured
creditor, to restructure the Company's balance sheet.  Under the
proposed plan, Berkshire Hathaway Inc., would become the
Company's largest shareholder upon the Company's emergence from
bankruptcy.  The Company intends to work with Berkshire
Hathaway, Inc., over the next several weeks to prepare and file
with the court a formal plan of reorganization.  The Company's
proposed plan calls for existing shareholders to receive a
nominal value, consisting solely of out-of-the-money warrants
for approximately 10% of the post-restructuring common shares.
As we move forward, I want our employees, vendors, independent
retailers and customers to know that we expect to operate on a
"business as usual" basis. This is a fresh start for a business
that has successfully adjusted and survived for the past 56
years."

Credit Suisse First Boston assisted the Company as financial
advisor in developing the Company's restructuring plan, and FTI
Consulting, Inc., assisted the Company as restructuring advisor
in placement of the debtor in possession financing.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the United States.  The Company's products
are sold through Company-owned stores and an extensive network
of independent retailers.


OWENS CORNING: Court Approves Lease with Lexington and Jones
------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained the Court's
approval of an Indenture of Lease with Lexington Minneapolis LLC
and a Development Agreement with Lexington and Jones Development
Company LLC.  The agreements are for the construction and lease
of a warehouse and distribution facility that is to be
constructed directly behind the Owens Corning's shingles
manufacturing plant in Minneapolis, Minnesota.

Pursuant to the Development Agreement, Lexington will engage
Jones Development as an independent contractor to develop and
construct for Lexington the new storage facility.  The
development consists primarily of:

    a. constructing 18,000-square feet of ancillary offices, and

    b. grading, paving, lighting and constructing drainage
       facilities for an outdoor storage area on the 10.5-acre
       site.

The Development Agreement hinges on, among other things:

1. Lexington acquiring title to the land;

2. Lexington and Owens Corning executing the Lease and putting
    a $1,700,000 security deposit into escrow; and

3. the parties completing ordinary due diligence.

The Indenture of Lease obligates Owens Corning to lease the
property for a primary term of 12 years with three five-year
renewal terms.  The initial rent is fixed at $43,656 per month,
with yearly escalations over the 12-year primary term, subject
to adjustments as provided in the Lease.  Owens Corning is also
required to pay additional rent to cover insurance premiums
provided for in the Lease, and various other expenses and
obligations relating to the property.

The Indenture of Lease gives Owens Corning the option to
purchase the property after five years:

      Lease Year         Exercise Date         Price
      ----------         -------------      ----------
         5                 11/1/07          $5,000,000
         6                 11/1/08           5,100,000
         7                 11/1/09           5,202,000
         8                 11/1/10           5,306,040
         9                 11/1/11           5,412,161
         10                11/1/12           5,520,404
         11                11/1/13           5,630,812
         12                11/1/14           5,743,428

Owens Corning is also obligated to make an offer, which may be
rejected, to purchase the Property if the plant is sold to an
unrelated third party, or if the plant is shutdown for more than
30 consecutive days without plans for restoring operations.  The
purchase price would then be:

      Lease Year         Exercise Date         Price
      ----------         -------------      ----------
         1                 11/1/03          $4,784,250
         2                 11/1/04           4,688,565
         3                 11/1/05           4,594,794
         4                 11/1/06           4,502,898
         5                 11/1/07           4,412,180
         6                 11/1/08           4,324,583
         7                 11/1/09           4,238,091
         8                 11/1/10           4,153,330
         9                 11/1/11           4,070,263
         10                11/1/12           3,988,858
         11                11/1/13           3,909,081
         12                11/1/14           3,830,899
(Owens Corning Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


P-COM INC: Silicon Valley Bank Waives Financial Covenant Breach
---------------------------------------------------------------
P-Com, Inc. (Nasdaq: PCOM), a worldwide provider of wireless
telecom products and services, has received a waiver from
Silicon Valley Bank for a financial covenant non-compliance
issue as of Sept. 30, 2002 under its $5 million credit facility
with the bank.

P-Com reported in its 10-Q filing for Sept. 30, 2002 that it was
not in compliance with a covenant stipulating minimum revenue
levels achieved.

"As a result of the waiver, there is no change in P-Com's
relationship with Silicon Valley Bank," said Leighton
Stephenson, Chief Financial Officer of P-Com. "Our relationship
with Silicon Valley Bank continues to be mutually beneficial,
and we consider the bank a long-term partner as P-Com and the
telecommunications industry recovers from the recent downturns."

On Sept. 20, P-Com entered into a 364-day, $5 million credit
facility with Silicon Valley Bank for working capital purposes.

P-Com, Inc., develops, manufactures, and markets point-to-
multipoint, point-to-point, and spread spectrum wireless access
systems to the worldwide telecommunications market, and through
its wholly owned subsidiary, P-Com Network Services, Inc.,
provides related installation support, engineering, program
management and maintenance support services to the
telecommunications industry in the United States.  P-Com's
broadband wireless access systems are designed to satisfy the
high-speed, integrated network requirements of Internet access
associated with Business to Business and E-Commerce business
processes.  Cellular and personal communications service
providers utilize P-Com's point-to-point systems to provide
backhaul between base stations and mobile switching centers.
Government, utility, and business entities use P-Com systems in
public and private network applications.  For more information
visit http://www.p-com.com


PACIFIC AEROSPACE: Shareholders' Meeting to Convene Next Month
--------------------------------------------------------------
A special Shareholder meeting will be held in lieu of the fiscal
2001 Annual Meeting of Shareholders of Pacific Aerospace &
Electronics, Inc., a Washington corporation. The Special Meeting
will be held at the West Coast Wenatchee Convention Center,
located at 121 North Wenatchee Avenue, Wenatchee, Washington, on
a date in December 2002, yet to be determined, at 9:00 a.m.
Pacific Daylight Time, for the following purposes:

   1.  To elect five members of the Board of Directors to serve
until the next annual meeting of shareholders or until their
respective successors are duly elected and qualified;

   2.  To approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
common stock from one hundred million (100,000,000) shares to
twenty billion (20,000,000,000) shares (without affecting per
share par value);

   3.  To approve a 1-for-200 reverse stock split of the
Company's then authorized, issued and outstanding shares of
common stock (without affecting per share par value);

   4.  To approve a new Stock Option Plan for the Company
providing for incentive grants to certain employees following
the restructuring of the Company;

   5.  To ratify the appointment of KPMG LLP as the independent
auditors of the Company for the fiscal year ended May 31, 2002;
and

   6.  To transact any other business that may properly come
before the Special Meeting.

The Board of Directors is not aware of any other business to
come before the Special Meeting.

The Board of Directors has yet to determine the date in November
which will be used to designate those  shareholders of record
entitled to notice of and to vote at the Special Meeting or any
adjournments of the meeting.

Pacific Aerospace & Electronics, Inc., is an engineering and
manufacturing company with operations in the United States and
the United Kingdom. The Company designs, manufactures and sells
components and subassemblies used in technically demanding
environments. Products that we produce primarily for the
defense, electronics, telecommunications, energy and medical
industries include components such as hermetically sealed
electrical and fiber optic connectors and instrument packages
and ceramic capacitors, filters and feed-throughs. Products that
the Company produces primarily for the aerospace,
transportation, and medical industries include machined, cast,
and formed metal parts and subassemblies, using aluminum,
titanium, magnesium, and other metals.

At August 31, 2002, Pacific Aerospace's balance sheet shows a
total shareholders' equity deficit of close to $20 million.


PACIFIC GAS: CPUC & Creditors' Panel Tinkers with Proposed Plan
---------------------------------------------------------------
The California Public Utilities Commission and the Official
Committee of Unsecured Creditors appointed in Pacific Gas and
Electric Company's chapter 11 cases, present to the Court a
second amendment of the Alternative Reorganization Plan filed by
the CPUC to address various concerns and objections raised by
certain interested parties.  The CPUC and the Committee also
modified the Alternative Plan to provide a mechanism for
implementing the Second Amended Plan from a financial
perspective.

Both the CPUC and the Committee assert that the Second Amended
Plan does not face the same significant legal hurdles compared
to the PG&E Plan-including the protracted process that will
result in significant delay in the implementation of the PG&E
Plan.

        Amendments to the CPUC Plan & Disclosure Statement

The Committee is a Co-Proponent of the Second Amended Plan.
With respect to this Amended Plan, the CPUC and the Committee
propose these modifications:

A. The Reorganization Agreement

   The CPUC and the Committee will incorporate the
   Reorganization Plan by and between PG&E and CPUC as one of
   the means for the implementation and effectiveness of the
   Second Amended Plan.

   In essence, the Reorganization Agreement requires the CPUC to
   establish retail electric rates for PG&E's customers
   sufficient to:

    (i) pay the interest and dividends payable on, fund required
        reserves for, and allow PG&E to meet its other
        obligations in respect of the securities to be issued
        under the Second Amended Plan;

   (ii) pay for PG&E's prudently-incurred costs, including
        capital investment in property, plant and equipment, a
        return of capital and a return on capital and equity to
        be determined by CPUC from time to time in accordance
        with past practices; and

  (iii) facilitate PG&E's achievement and maintenance of
        investment grade credit ratings.

   The Bankruptcy Court will retain jurisdiction to enforce the
   terms of the Reorganization Agreement over the life of the
   securities to be issued under the Second Amended Plan.

   The Reorganization Agreement also contains these material
   provisions:

   * An undertaking that all of the securities to be issued
     under the Second Amended Plan will have the terms and
     conditions customary for the securities that are similar to
     those that enjoy an investment grade credit rating;

   * PG&E's dismissal of the Rate Recovery Litigation, with
     prejudice, and the withdrawal of its applications seeking
     various regulatory approvals to implement the PG&E Plan;

   * An express irrevocable waiver by the CPUC of its sovereign
     immunity and a consent to the continuing jurisdiction of
     the Bankruptcy Court in connection with:

      (1) any action or proceeding concerning the enforcement of
          the Reorganization Agreement;

      (2) the Second Amended Plan; or

      (3) a determination of the Commission's or PG&E's rights
          under the Reorganization Agreement.

B. Substitution of Preferred for Common Stock

   The Second Amended Plan provides for the issuance of:

    (i) $500,000,000 of preferred stock; and

   (ii) an additional $1,250,000,000 of new debt in place of the
        $1,750,000,000 common stock issuance contemplated under
        CPUC's Original Plan.

   The CPUC and the Committee believe that the holders of Class
   14 Common Stock Equity Interests are no longer impaired and
   are presumed to have accepted the Second Amended Plan.  Gary
   M. Cohen, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison,
   tells the Court that the elimination of the common stock
   issuance as contemplated under CPUC's Original Plan will also
   moot certain confirmation objections to the Commission's
   Original Plan, including the objections by PG&E.

C. Financial Feasibility of the Second Amended Plan

   UBS Warburg, LLC has developed a detailed financial model for
   the securities to be issued under the Second Amended Plan.
   UBS Warburg also revised the financial projections for the
   Reorganized PG&E, among other things, to reflect the
   anticipated cost of the securities to be issued under the
   Second Amended Plan, and certain recent regulatory and other
   factors and determinations.

   Under UBS Warburg's financial model, the securities to be
   issued under the Second Amended Plan will comprise of:

   * $7,300,000,000 of new senior secured debt securities;

   * $1,000,000,000 of new unsecured subordinated debt
     securities; and

   * $500,000,000 of new preferred stock.

   The Second Amended Plan further provides:

   (a) for $1,900,000,000 in unfunded senior revolving credit
       facilities; and

   (b) the Reorganized Debtor with a $1,750,000,000 "regulatory
       asset" that will increase PG&E's "rate base" by an
       equivalent amount.

   Mr. Cohen explains that the $1,750,000,000 "regulatory asset"
   will amortize over ten years.  The amortization will be
   recoverable by PG&E in rates.  The amortization will increase
   the Reorganized Debtor's funds flow by $175,000,000 per year,
   enhancing PG&E's ability to service its outstanding
   indebtedness.  It will also strengthen the Reorganized PG&E's
   capital structure over time.  The addition of the
   $1,750,000,000 "regulatory asset" will be accompanied by an
   equivalent increase in the Reorganized Debtor's common
   equity.

   Mr. Cohen reports that UBS Warburg has approached three
   ratings agencies to assess the securities to be issued under
   the Second Amended Plan:

   (1) Standard & Poor's;
   (2) Fitch Ratings; and
   (3) Moody's Financial Services, Inc.

   While there is no assurance that S&P and Fitch will issue
   indicative ratings letters that will rate the securities to
   be issued under the Second Amended Plan as investment grade,
   the CPUC and the Committee contend that obtaining the
   indicative ratings letters will facilitate the confirmation
   and consummation of the Second Amended Plan.

D. Waiver of Sovereign Immunity & Continuing Bankruptcy Court
   Jurisdiction

   The Second Amended Plan provides for a clear and unambiguous
   waiver of CPUC's sovereign immunity and CPUC's submission to
   the retained jurisdiction of the Bankruptcy Court to approve
   and enforce the provisions of the Second Amended Plan and the
   agreements to be entered into in connection with the Plan,
   including the Reorganization Agreement governing the
   Reorganized Debtor's retail electric rates.

E. Change in the Treatment of Class 3 Mortgage Bondholders

   CPUC's Original Plan provided that the Class 3 First and
   Refunding Mortgage Bonds would remain outstanding and be
   reinstated in accordance with Section 1124(2) of the
   Bankruptcy Code.  With that treatment, the holders of Allowed
   Class 3 Claims were unimpaired and were not entitled to vote
   on CPUC's Original Plan because they were deemed to have
   accepted it.

   Pursuant to the Second Amended Plan, the Class 3 treatment
   has been altered so that holders of Allowed Class 3 Claims
   will be paid in full in Cash on the Effective Date.  As a
   result of this change, Class 3 is now impaired.  To repay the
   holders of Class 3 Claims, Mr. Cohen says the Second Amended
   Plan provides for the issuance of an additional
   $2,699,000,000 of new debt securities.  However, the
   additional debt issuance will not alter the total amount of
   the Reorganized Debtor's obligations upon its emergence from
   Chapter 11.

   Mr. Cohen explains that the revised Class 3 treatment is
   intended to be consistent in all respects with the treatment
   accorded Class 3 claimants under the PG&E Plan.

F. Change in the Treatment of Class 6 ISO, PX and Generator
   Claims

   CPUC and the Committee have amended the treatment of Allowed
   ISO, PX and Generator Claims under the Second Amended Plan in
   consideration of the Official Committee of Participant
   Creditors of the California Power Exchange Corporation's
   objection to CPUC's Original Plan.  Mr. Cohen elaborates that
   the changes essentially provide that each Allowed ISO, PX and
   Generator Claim will earn interest, compounded quarterly,
   starting on the date the payment first became due through the
   date of the actual payment.

                     CPUC Plan vs. PG&E Plan

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
notes that the PG&E Plan faces significant legal and regulatory
hurdles, including serious objections voiced by the State of
California and the CPUC, which acts as the State's utility
regulator.  The State and the CPUC dispute the PG&E Plan's
proposed transfer of PG&E's generation and electric and gas
transmission business units and assets into new entities that
would be regulated by the Federal Energy Regulatory Commission
rather than the CPUC.  They argued that the disintegration of
PG&E without the CPUC approval and in a manner inconsistent with
otherwise applicable state law is illegal and would be harmful
to the public interest.

The transfers ordinarily require regulatory approval by CPUC,
the FERC, the Nuclear Regulatory Commission, the Securities and
Exchange Commission, and certain municipal agencies.

Mr. Aronzon also points out that the PG&E Plan is contingent on
the Bankruptcy Court's finding that the applicable provisions of
the Bankruptcy Code preempt CPUC's approval process and what
otherwise may be applicable non-federal laws that would preclude
the transfers.  PG&E premised its original plan on the legal
doctrine of express preemption.  PG&E argued that, under Section
1123(a)(5) of the Bankruptcy Code, it could, as part of its
Plan, expressly preempt various state and local laws.

Mr. Aronzon recounts that the Bankruptcy Court has denied PG&E's
proposition, ruling that the PG&E Plan was not confirmable as a
matter of law as it is based on the principles of express
preemption.  The Bankruptcy Court decreed that state and local
laws could only be preempted by the Bankruptcy Code on a case-
by-case basis under the doctrine of implied preemption.

PG&E has appealed the Bankruptcy Court's decision to the U.S.
District Court.  Consequently, the District Court reversed the
Bankruptcy Court Order, insisting that Section 1123(a)(5)
expressly preempts state and local laws.  The State of
California and CPUC have appealed the District Court decision to
the 9th Circuit Court of Appeals.  A motion for a stay pending
the appeal has been submitted to and argued before the District
Court.

"The Commission and the State of California have indicated that
they will aggressively pursue appeals from any rulings adverse
to their position," Mr. Aronzon says.  To this end, Mr. Aronzon
emphasizes that the appeals process may significantly delay the
payment of creditor claims and the implementation of the PG&E
Plan, if it can be confirmed.

While the Creditors' Committee believed that CPUC's Original
Plan, which did not rely on the transfer of existing business
units and assets, would be capable of a more rapid consummation,
Mr. Aronzon notes that it had serious concerns regarding the
CPUC Plan's financial feasibility.  In Committee's Initial
Committee Report, it was concerned whether:

    -- the [CPUC] will, in the very near future:

       (a) implement stable and predictable rate making policies
           that are necessary to lay the foundation for capital
           market support for the CPUC's Original] Plan;

       (b) assure that the policies are supported by state
           government; and

       (c) take the actions necessary to provide a basis on
           which to finance the CPUC Plan;

    -- the credit rating agencies will overcome their prior
       publicly stated negative views concerning the CPUC; and

    -- CPUC's Original Plan ultimately can be financed.

But with the present modifications made to CPUC's Original Plan,
Mr. Aronzon maintains that the Creditors' Committee's concerns
regarding the CPUC's Original Plan have been largely resolved.
The Committee now believes that the Second Amended Plan has a
better chance of satisfying all Allowed Claims in full without
undue delay than the PG&E Plan. (Pacific Gas Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENN NATIONAL: Names John Finamore as SVP of Regional Operations
----------------------------------------------------------------
Penn National Gaming, Inc., (Nasdaq:PENN) announced that John V.
Finamore, 44, has been named Senior Vice President of Regional
Operations, a new position at the Company.

The appointment is consistent with Penn National's strategy of
attracting proven gaming industry veterans to manage the
Company's regional gaming properties and the growing importance
of Penn National's northeastern facilities to its operating
performance.

In his new position, Mr. Finamore will be responsible for
overseeing all facets of Penn National's Charles Town West
Virginia operations as well as other gaming operations that may
develop for Penn National in the northeastern U.S., including
the potential for slots at Pennsylvania racetracks.  Mr.
Finamore will report directly to Penn National President and
Chief Operating Officer, Kevin DeSanctis.

John Finamore brings over 22 years of gaming industry and hotel
management experience to his new position as Senior Vice
President of Regional Operations. Prior to joining Penn
National, John served as President of Missouri Operations,
Ameristar Casinos where he was responsible for managing the
operations of both Ameristar Casino Hotel, Kansas City and
Ameristar Casino, St. Charles. Prior to his tenure with
Ameristar Casinos, John served in several senior management
positions with Station Casinos, Inc. including President of
Missouri Operations; Vice President and General Manager at
Station Casino, Kansas City; Vice President of Operations at
Palace Station Hotel and Casino, Las Vegas; Vice President and
General Manager at Barley's Casino and Brewing Company, Las
Vegas and Vice President of Operations at Boulder Station Hotel
and Casino, Las Vegas. John began his career in gaming and
lodging at Westin Hotels and Resorts in 1980.

Mr. DeSanctis commented on the appointment, "John is a talented
gaming executive who brings an extensive career of
accomplishments to this new position at Penn National. We
believe it is prudent to expand our senior management team given
the importance of Charles Town to our operating results, and its
strong ongoing growth potential, as well as the prospect of
placing slot machines at our two Pennsylvania race tracks.
John's appointment will ensure that we maximize the potential
from these properties and quickly capitalize on the changes that
are taking place in the gaming industry in this region of the
country."

John Finamore added, "Having spent the majority of my gaming
career as a manager of regional gaming properties, I can
appreciate the enormous potential of Penn National and I look
forward to working with Kevin and the entire Penn National
management team to expand the company's operations."

Penn National Gaming owns and operates Charles Town Races in
Charles Town, West Virginia, which presently features 2,583
gaming machines (with approval to offer 3,500 machines); two
Mississippi casinos, the Casino Magic hotel, casino, golf resort
and marina in Bay St. Louis and the Boomtown Biloxi casino in
Biloxi; the Casino Rouge, a riverboat gaming facility in Baton
Rouge, Louisiana and the Bullwhackers properties in Black Hawk,
Colorado. Penn National also owns two racetracks and eleven off-
track wagering facilities in Pennsylvania; the racetrack at
Charles Town Races in West Virginia; a 50% interest in the
Pennwood Inc. joint venture which owns and operates Freehold
Raceway; and operates Casino Rama, a gaming facility located
approximately 90 miles north of Toronto, Canada, pursuant to a
management contract. Penn National recently agreed to acquire
Hollywood Casino Corporation (AMEX: HWD), the owner and operator
of Hollywood-themed casino entertainment facilities under the
service mark Hollywood Casino(R) in Aurora, Illinois, Tunica,
Mississippi and Shreveport, Louisiana.

As previously reported, Standard & Poor's assigned its
single-'B'-minus rating to Penn National Gaming Inc.'s $175
million 8.875% senior subordinated notes due March 15, 2010.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit and its subordinated debt ratings on the
Wyomissing, Pa.-based company. Proceeds from the notes will be
used for debt repayment. The outlook remains stable.


PERSONNEL GROUP: Commences Trading on OTCBB Under Symbol PRGA
-------------------------------------------------------------
Personnel Group of America, Inc., (OTCBB:PRGA) a leading
information technology and professional staffing services
company, announced that, effective November 21, 2002, it began
trading on the OTC Bulletin Board under the symbol PRGA. This
action came in response to the New York Stock Exchange's
announcement the other week of its intent to suspend PGA's
shares from trading on the NYSE. Daily closing price quotations
on PGA's shares will be available to investors through brokerage
terminals, most popular Web sites and the OTC Bulletin Board
site at http://www.otcbb.com

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

                         *    *    *

As previously reported, Personnel Group of America reached an
agreement with certain creditors for a financial restructuring
that will lower its debt by more than $125 million.

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


PETCO ANIMAL: Nov. 2 Net Capital Deficit Narrows to $31 Million
---------------------------------------------------------------
PETCO Animal Supplies, Inc., (Nasdaq: PETC) reported strong
sales and net earnings growth for its third quarter ended
November 2, 2002.

"For the 39th consecutive quarter, we have achieved comparable
store net sales increases of 5.0% or greater. The 8.3%
comparable store net sales increase we are reporting comes on
top of the 7.5% achieved in the prior-year third quarter. In the
first 39 weeks, our comparable store net sales increased 8.7%
which exceeds the 8.4% comparable store net sales increase in
the prior-year period. We are also pleased to report that net
earnings per common share increased 75% to $0.21 per diluted
share compared to pro forma net earnings of $0.12 per common
share in the prior-year third quarter. Both metrics demonstrate
the consistency and resiliency of our business," said Brian K.
Devine, Chairman, President, and Chief Executive Officer. "We
remain well positioned to continue to achieve expectations
through the remainder of 2002. We have completed our store
expansion plans for the year, and are confident in our fourth
quarter outlook and our merchandising strategies for the holiday
season."

                   Third Quarter Results

Net sales in the third quarter of 2002 were $367.5 million with
a comparable store net sales increase of 8.3%. The comparable
store net sales increase in the period comes on top of a 7.5%
increase in the prior year's third quarter. Overall, net sales
increased 13.8% over the third quarter of fiscal 2001.

Net earnings for the third quarter were $12.0 million, compared
with net loss available to common stockholders of $17.7 million
in the prior-year third quarter. There are no pro forma
adjustments to the third quarter 2002 net earnings. The third
quarter of fiscal 2001 included: a $5.7 million stock-based
compensation expense related to the Company's initial public
offering; management fees of $0.8 million; equity in loss of
unconsolidated affiliates of $0.9 million; loss on the early
extinguishment of debt of $12.9 million; and, an increase in the
carrying amount of previously outstanding preferred stock of
$7.0 million.

Excluding the previously mentioned items and related tax
effects, pro forma net earnings available to common stockholders
for the third quarter of fiscal 2001 were $6.8 million, or $0.12
per diluted share. Accordingly, net earnings per common share
for the third quarter increased 75%, to $0.21 per diluted share,
compared to pro forma net earnings of $0.12 per diluted share in
the third quarter of 2001. The Company's adoption of Statement
of Financial Accounting Standards No. 142 contributed $0.8
million of the improvement in net earnings in the third quarter
of 2002. Pro forma number of shares for all periods presented
assumes the issuance of 15.5 million shares of common stock in
connection with the Company's initial public offering earlier
this year.

For the third quarter of fiscal 2002, operating income climbed
33% to $27.8 million, or 7.6% of net sales, an improvement of
110 basis points over the pro forma prior year quarter. EBITDA
(earnings before interest, taxes, depreciation and amortization)
increased 21% to $40.5 million from $33.4 million, adjusted for
excluded items, in the prior year's third quarter.

                       Year-To-Date Results

Net sales in 2002 for the 39 weeks year-to-date were $1.1
billion with a comparable store net sales increase of 8.7%. The
comparable store net sales increase comes on top of an 8.4%
increase in the prior year period. Overall, net sales increased
14.3% over the same period in fiscal 2001.

Net loss available to common stockholders 2002 year-to-date was
$7.8 million, compared with net loss available to common
stockholders of $32.4 million in the prior-year period. PETCO
completed an initial public offering in the first quarter of
fiscal 2002 and the 2002 year-to-date results include the
following items recorded in the first quarter: $12.8 million in
management fees and termination costs related to the termination
in February 2002 of a management services agreement that was
entered in conjunction with the Company's leveraged
recapitalization; $8.4 million in stock-based compensation
expense and other primarily financing and legal costs of $1.2
million related to the Company's initial public offering; an
extraordinary loss, net of related tax benefit, of $2.0 million
related to the early repurchase of senior subordinated notes
with proceeds of the offering; and, an increase in the carrying
amount and premium on redemption of previously outstanding
preferred stock of $20.5 million. The comparable prior year
period included: a $14.8 million stock-based compensation
expense related to the Company's initial public offering;
management fees of $2.3 million; merger and non-recurring costs
of $0.4 million; equity in loss of unconsolidated affiliates of
$2.5 million; and, an increase in the carrying amount of
previously outstanding preferred stock of $12.9 million.

Excluding the previously mentioned items and related tax
effects, pro forma net earnings for 2002 year-to-date increased
to $30.7 million, a more than 110% increase over the $14.2
million in the prior year period. The Company's adoption of SFAS
No. 142 contributed $2.1 million of the improvement in net
earnings 2002 year to date, net of a transition impairment
charge of $0.2 million, as goodwill is no longer being
amortized.

Pro forma operating income 2002 year-to-date climbed 38% to
$75.5 million, or 7.1% of net sales, an improvement of 130 basis
points over the pro forma prior year period. EBITDA increased
23% to $112.7 million from $91.5 million, adjusted for excluded
items, in the prior year period.

                  Improved Gross Profit Margins

Gross profit margin improved 90 basis points to 31.1% in the
third quarter compared to the pro forma gross profit margin for
the third quarter of 2001, reflecting the continued success of
PETCO's strategy to expand sales of pet supplies and services,
which represented more than 68% of net sales in the third
quarter of 2002.

The pro forma gross profit for the third quarter of 2001 has
been adjusted to eliminate stock-based compensation expense of
$1.0 million related to the Company's initial public offering.

                    Store Expansion Program

PETCO has achieved its expansion plans for 2002 with the opening
of 60 new stores. The Company opened 19 new stores in the third
quarter and closed four stores, two of which were relocated.
Year-to-date, net of relocations and closings, the addition of
the 39 new stores has increased the store base to a milestone
600 stores, further reinforcing PETCO's national brand presence.
Additionally, the Company is completing the first remodels of
existing stores to its new "millennium" format, with eight
remodels to re-grand open by early in the fourth quarter.

      Return on Invested Capital Improves Over Last Year

PETCO's pre-tax ROIC improved over the prior year. As a result
of improved EBIT (earnings before interest and taxes) and
improved capital turns, the Company's pre-tax ROIC for the
trailing twelve months through the third quarter of 2002
increased to 17.3%, up from 15.7% over the same period in the
prior year. This represents an improvement of more than 160
basis points. While net sales increased 13.8% over the prior
year, inventories grew by only 8.5% reflecting the efficient
management of working capital.

                   Outlook for Fourth Quarter

Consistent with its previous guidance, the Company currently
expects to achieve a comparable store net sales increase in the
range of 6.0% - 7.0% for the fourth quarter of fiscal 2002 and
approximately 8.0% for the full year. The comparable store net
sales increase for the full fiscal year would come on top of the
8.6% increase achieved in fiscal 2001.

The Company continues to expect to report fourth quarter
earnings per diluted common share in the range of $0.35 - $0.36,
compared to pro forma diluted earnings per common share of $0.27
in the prior year quarter. Accordingly, the Company expects to
report pro forma diluted earnings per common share of $0.88 -
$0.89 for the full fiscal 2002 year compared to $0.52 per common
share in the prior year.

PETCO is a leading specialty retailer of premium pet food,
supplies and services. PETCO's strategy is to offer its
customers a complete assortment of pet-related products at
competitive prices, with superior levels of customer service at
convenient locations. PETCO generated net sales of $1.3 billion
in the fiscal year ended February 2, 2002. It operates 600
stores in 43 states and the District of Columbia, as well as a
leading destination for on-line pet food and supplies at
http://www.petco.com  The PETCO Foundation, PETCO's non-profit
organization, has raised more than $9.0 million since inception
in 1999. More than 1,200 non-profit grassroots animal welfare
organizations from around the nation have received support from
the Foundation.

PETCO Animal Supplies' November 2, 2002 balance sheet shows a
total shareholders' equity deficit of about $31 million.


PHYAMERICA PHYSICIAN: Inks Term Sheet for $100MM DIP Financing
--------------------------------------------------------------
PhyAmerica Physician Group, Inc., has signed a Term Sheet for a
$100 million Revolving Credit Facility for the purpose of
providing debtor-in-possession financing led by CapitalSource
Finance LLC of Chevy Chase, Maryland.

The proposed revolving credit facility would provide funding
availability to all of the companies in the PhyAmerica
bankruptcy case. "We are obviously very excited to have a new
lender with the ability to quickly provide new working capital
to us at this time. CapitalSource was selected based on their
extensive track record in healthcare financing and their
reputation for excellent service," stated Jack Greenman, CFO.

PhyAmerica and numerous subsidiaries and affiliates filed for
protection under Chapter 11 on Monday, November 11, as a result
of the abrupt halt of funding by National Century Financial
Enterprises, Inc., in late October. Company officials were
informed by representatives of NCFE that all funding for the
participants in the NPF XII financing programs administered by
NCFE was prevented by the trustee following a downgrade of the
bonds issed by NPF XII by Moody's and Fitch in late October.
NCFE also filed for bankruptcy protection in Columbus, Ohio on
November 18, 2002. NCFE has no stock or other ownership interest
in PhyAmerica or any of its subsidiaries or affiliates.

On October 14, 2002, Judge E. Stephen Derby of the United States
Bankruptcy Court in Baltimore, Maryland issued an Order allowing
PhyAmerica Physician Group, ECS Holdings and Scott Medical Group
to use the cash payments received from hospitals and from the
billings for patient services to pay current operating expenses
and pre-petition obligations to Physicians, allied health
professionals and employees while it sought replacement
financing for NCFE. Eugene F. Dauchert, Jr., Executive Vice
President and General Counsel, stated, "The Court recognized
that PhyAmerica has the ability to continue its normal
operations without hurting the collateral position of NCFE.
Also, the Court recognized the importance of paying the
physicians working at our client hospitals in full so that there
will not be any interruption in service going forward."

Since the filing, the companies' services have continued at all
of its client locations and there has been no termination or
interruption of patient care at any hospital, medical clinic or
physician practice. Management is extremely appreciative of the
tremendous cooperation and support it has received from all
physicians and employees.

PhyAmerica and ECS currently provide patient care services
through 2,200 physicians to nearly 3.5 million patients each
year in approximately 35 states. Scott Medical Group currently
operates 33 clinics and physician practices in North Carolina,
Georgia and Florida treating over 500,000 patients each year.


PHYAMERICA PHYSICIAN: US Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The Office of the U.S. Trustee has appointed the "Official
Committee of Creditors" for the PhyAmerica Bankruptcy.

Durham, NC-based PhyAmerica Physician Corp., a physician
practice management and emergency room services company, has
stated that the collapse of Columbus, OH-based National Century
Financial Enterprises Inc., headed historically by Lance K.
Poulsen, precipitated its need for Chapter 11 protection.
National Century filed for Chapter 11 bankruptcy on Monday,
November 18, two days after the FBI began searching its Dublin,
Ohio offices.

Jacque J. Sokolov, M.D., will chair the Committee of Creditors.
He is Chairman and Senior Partner of Sokolov, Sokolov, Burgess,
a national health care consulting, development and investment
firm based in Scottsdale, AZ. SSB has extensive health care
expertise with clients (past and present) including: the Mayo
Clinic, the Cleveland Clinic, large not-for-profit health
systems, and large health plans such as Humana.

Other Committee members include:

    * Jeffrey Schillinger, president, EDCare Management, Inc.,
who has long-standing knowledge and significant expertise in the
emergency room services business, and

    * Julie Moore, Corporate Credit Manager for McKesson General
Medical Corp.

Joel I. Sher, Esq., of Shapiro Sher Guinot & Sandler, and Dennis
Simon of Crossroads Capital LLC were retained by the Committee
as legal counsel and financial advisors.


PLAYBOY ENTERPRISES: Initiates Restructuring to Reduce Expenses
---------------------------------------------------------------
Playboy Enterprises, Inc., (NYSE: PLA, PLAA) announced a
restructuring aimed at increasing profitability by reducing
expenses.  The initiatives include an approximately 8% decrease
in its existing workforce, consolidation of office space in Los
Angeles and the reduction of other overhead costs.

Chairman and Chief Executive Officer Christie Hefner said: "2002
has been a successful year for Playboy as we expect to achieve
our financial goal of swinging to an operating profit from a
loss last year.  In what continues to be an uncertain economic
environment, we are taking the difficult but prudent step of
making additional cost cuts to help ensure we reach our target
of further improvements in our 2003 financial results.

"These cost savings measures are expected to improve our bottom
line beginning next year, while allowing us to make the
investments necessary to continue to grow our businesses, in
particular at Playboy magazine, which has hired a new editor and
will be celebrating its 50th anniversary next December," Hefner
said.

The company said that it is eliminating a total of approximately
70 positions, 20% of which are presently open.  The positions
are spread throughout the company's businesses.  PEI said that
it expects to report a restructuring charge in the fourth
quarter.

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that publishes editions of Playboy
magazine around the world; operates Playboy and Spice television
networks and distributes programming via home video and DVD
globally; licenses the Playboy and Spice trademarks
internationally for a range of consumer products and services;
and operates Playboy.com, a leading men's lifestyle and
entertainment Web site.

At September 30, 2002, Playboy Enterprises' balance sheet shows
a working capital deficit of about $40 million.


POLAROID CORP: Court Extends Plan Filing Exclusivity to Dec. 20
---------------------------------------------------------------
For the fourth time, Polaroid Corporation, its debtor-affiliates
and the Official Committee of Unsecured Creditors obtained the
Court's approval to extend their co-exclusive right to file one
or more plans of reorganization until December 20, 2002 and
their co-exclusive right to solicit and obtain acceptances of
those plans from creditors, until February 18, 2003.

Polaroid Corporation's 11.50% bonds due 2006 (PRDC06USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


PRESIDENTIAL LIFE: Fitch Hatchets Debt Ratings Down Two Notches
---------------------------------------------------------------
Fitch Ratings has downgraded both Presidential Life Corp.'s
long-term issuer rating and its senior debt rating on PLC's $100
million, 7.875% senior notes due February 15, 2009 to 'BB-' from
'BB+'. At the same time the ratings are removed from Rating
Watch Negative. Following the downgrades, the Ratings Outlook
for both ratings is Negative.

The ratings were placed on Rating Watch Negative on November 15,
2002, pending Fitch's review of the nine month statutory results
for subsidiary Presidential Life Insurance Company.

The rating action follows Fitch's review of PLIC's financial
results. Adjusted statutory surplus decreased by approximately
$100 million during the first nine months of 2002 to $226
million, including approximately $73 million in the third
quarter. This was due in large part to net realized capital
losses and increased expenses associated with higher sales
growth of individual fixed annuities. Sales of fixed deferred
annuities increased in the first nine months of 2002 to $534.8
million, compared to $302.8 million for the same period of the
previous year. Fitch estimates that PLIC's NAIC risk-based
capital ratio decreased substantially during the year to
approximately 170% of the company action level from 268% at the
end of 2001.

PLC's debt-to-total capital increased slightly to 27% at the end
of the third quarter from 25% at the end of 2001, because of the
decline in retained earnings during the year. Fixed charge
coverage was reasonable at 6.2 times at Sept. 30, 2002,
essentially flat compared to the 6.3x at the end of 2001.

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

                   Presidential Life Corporation

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

              -- Senior debt 'BB-'/Negative;

              -- Removed from Rating Watch Negative.


QWEST COMMS: Afshin Mohebbi Resigns as Company President and COO
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) announced
that Afshin Mohebbi, Qwest's president and chief operating
officer, will resign from the company effective December 31,
2002.  Mohebbi has decided to spend more time with his family
and pursue other business opportunities in the future.

"Afshin's diverse knowledge of the industry and hard work will
serve him well in the future and I respect his decision to leave
the company at this time," said Richard C. Notebaert, Qwest
chairman and CEO.  "I wish him and his family the best."

The company does not plan to fill the president and chief
operating officer position.  Mohebbi's direct reports -- Augie
Cruciotti, executive vice president, network services group;
Clifford S. Holtz, executive vice president, business markets
group; Annette M. Jacobs, executive vice president, consumer
markets group; Patricia A. Engels, executive vice president,
wholesale markets group; and Teresa Taylor, senior vice
president, products and pricing group; will now report directly
to Notebaert.  George Burnett, president and CEO, QwestDex, will
report to Barry K. Allen, Qwest executive vice president and
chief human resources officer.

"I have had the pleasure of working with some of the greatest
people in this industry here at Qwest.  I am proud to have
played a key role in the improvement of network service
operations, and moving Qwest from a small fiber-optics network
enterprise to one of the world's leading communications
companies.  After 20 years in the industry, I believe the timing
is right for me to attend to other important matters in my
life," said Mohebbi. "I wish Dick Notebaert and the rest of the
Qwest team much success."

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' 7.50% bonds due 2008 (QUS08USR4) are
trading at 73 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=QUS08USR4for
real-time bond pricing.


QWEST COMMS: Joni Baird Named VP of Corp. Social Responsibility
---------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) announced
that Joni Baird, 54, has been named vice president of corporate
social responsibility.  Baird, who will report directly to Joan
H. Walker, Qwest senior vice president of corporate marketing
and communications, will be responsible for the company's
rejuvenated giving program, the Qwest Foundation, and other
community relations efforts.

"We are pleased to have attracted Joni, a respected community
and corporate leader, to the Qwest team," said Walker.  "We are
re-focusing our efforts around the 'Spirit of Service,' which
includes re-engaging in the communities in which we do business,
with our retirees and the Qwest Pioneers. Joni's experience and
commitment will allow us to move forward swiftly and with a
renewed sense of purpose."

Baird has run award-winning community relations programs at
corporations in the past, and was most recently vice president
of community relations at U.S. Bank in Denver.  Baird also held
executive positions at Johns Manville Corporation, where she
headed up the company's community relations efforts and was vice
president of the Johns Manville Fund.  Prior to joining Johns
Manville, she was an investigator in the Jefferson County
Sheriff's Department, where she created programs to support rape
victims.  She is also on faculty at Regis University in the
Masters of Nonprofit Management program.

Baird was recently honored as the "Outstanding Professional in
Philanthropy" in Colorado.  She has been recognized numerous
times for her contributions to the community.

Baird holds undergraduate and graduate degrees from Regis
University.  She also serves as a volunteer leader for a number
of community organizations, including the Metro Denver Chamber
Foundation, National Western Jr. Livestock Auction, Volunteers
of America, and is the president of the Colorado Association of
Foundations.

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  For more information, please visit the Qwest
Web site at http://www.qwest.com

                         *    *    *

As reported in Troubled Company Reporter's November 22, 2002
edition, Standard & Poor's lowered its corporate credit
rating on diversified telecommunications provider Qwest
Communications International Inc., to 'CC' from 'B-' and its
rating on the senior unsecured debt issues at funding entity
Qwest Capital Funding Inc., to 'C' from 'CCC+'. Qwest Capital
Funding's public debt is guaranteed by Qwest Communications
International. The rating action affects about half of the total
$26 billion of debt outstanding as of September 30, 2002.

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


RECIPROCAL OF AMERICA: S&P Cuts Financial Strength Rating to Bpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Reciprocal of America
to 'Bpi' from 'BBBpi' based on deteriorating operating
performance and profitability and weak surplus.

Reciprocal of America is a reciprocal insurance company
providing workers' compensation and other liability coverages
for health systems, hospitals, health professionals, managed
care organization, and other health care providers. Based in
Richmond, Va., the company is licensed in 40 states and operates
in 18 states and the District of Columbia. In 2001, the company
assumed the assets and liabilities of Coastal Insurance
Enterprise, Coastal Insurance Exchange, and Alabama Hospital
Association and Healthcare Workers' Compensation Trust Fund.

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.


REFINED METALS: Case Summary & 35 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Refined Metals Corporation
        257 W. Mallor Street
        Memphis, Tennessee 38109

Bankruptcy Case No.: 02-13450

Type of Business: An affiliate of Exide Technologies.

Chapter 11 Petition Date: November 21, 2002

Court: District of Delaware

Debtors' Counsel: Laura Davis Jones, Esq.
                  James E. O'Neill, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones
                  919 North Market Street, 16th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax : 302-652-4400

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

Debtor's 35 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Robert Steinwartzel         Legal Services             $11,112

Robert Steele, Esq.         Legal Services              $2,521

Paul G. Stratman, P.E.      Environmental Consultant    $2,500

Theresa Bowers, PhD.        Environmental Consultant    $1,000

Jerry Baternan              Trade                         $825

Marion County Stormwater    Utility                       $136
Management District

Scott McKee                 Trade                         $135

Joelle                      Trade                          $75

Iron Mountain               Trade                          $75

Menphis Light, Gas and      Utility                        $30
Water Division

Mary Cawthon                Plaintiff in Pending Unknown Amount
                            Litigation

Paul Truska                 Plaintiff in Pending Unknown Amount
                            Litigation

Marion County Treasurer     Taxes               Unknown Amount

Bob Patterson               Taxes               Unknown Amount

Strasburger & Price LLP    Outside Counsel      Unknown Amount

Schnader Harrison Segal    Outside Counsel      Unknown Amount
& Lewis LLP

Crime Watch                Security Service     Unknown Amount

MCI                        Telephone Service    Unknown Amount

SBC Ameritech              Telephone Service    Unknown Amount

Indianapolis Water Co.     Water Service        Unknown Amount

Bell South                 Telephone Service    Unknown Amount

Ben Farley                 Stormwater Treatment Unknown Amount

Oakite Products, Inc.      Stormwater Treatment Unknown Amount
                           Chemicals

Mark T. Skeen              Stormwater Meter     Unknown Amount
                           Calibration

Fedex                      Overnight Service    Unknown Amount

Lowrie Electric Company    Stormwater System    Unknown Amount
                           Maintenance

Citizens Gas & Coke        Natural Gas Service  Unknown Amount
Utility

Indianapolis Power &       Electric Service     Unknown Amount
Light Company

Waste Management of        Waste Disposal       Unknown Amount
Central Indiana

Tri-State Defender         Newspaper            Unknown Amount

Environmental Testing &    Environmental        Unknown Amount
Consulting                Testing Laboratory

Armstrong Allen PLLC       Attorney, Gen. Lit.  Unknown Amount

Digital Ink                Check Printing       Unknown Amount
                           Service and Supplies

Beech Grove Post Office    Postal Services and  Unknown Amount
                           PO Box Rental

City of Memphis            Taxes                Unknown Amount


SPECTRASITE: Commences Trading on Nasdaq SmallCap Market Today
--------------------------------------------------------------
SpectraSite Holdings, Inc. (NASDAQ: SITEQ), one of the largest
wireless tower operators in the United States, received a Nasdaq
Staff Determination indicating that the Company's filing of a
voluntary petition for relief under chapter 11 of the U.S.
Bankruptcy Code and the Company's failure to meet other
requirements for continued listing have resulted in the Company
being subject to delisting from the Nasdaq Small Cap Market.

Nasdaq notified the Company that its common stock will be
delisted from the Nasdaq Small Cap Market as of the opening of
trading today, November 26, 2002.

The Company has determined not to appeal the delisting. There
can be no assurance that the Company's common stock will
continue to be actively traded or that liquidity for the
Company's common stock will not be adversely affected.

SpectraSite Communications, Inc. -- http://www.spectrasite.com
-- based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. At September 30, 2002,
SpectraSite owned or managed approximately 20,000 sites,
including 7,999 towers primarily in the top 100 markets in the
United States. SpectraSite's customers are leading wireless
communications providers and broadcasters, including AT&T
Wireless, ABC Television, Cingular, Nextel, Paxson
Communications, Sprint PCS, Verizon Wireless and Voicestream.


TCW LEVERAGED: Fitch Junks Sub. and Junior Sub. Debt Ratings
------------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by TCW
Leveraged Income Trust II. In conjunction with this action,
Fitch removes the subordinated secured notes and the junior
subordinated secured participating notes from Rating Watch
Negative. At this time, no rating action is taken on the senior
secured credit facility or the senior secured notes. The
following rating actions are effective immediately:

     -- $100,000,000 senior subordinated notes downgraded to 'B'
        from 'BBB';

     -- $30,000,000 subordinated notes downgraded to 'CCC' from
        'BB' and removed from Rating Watch Negative;

     -- $30,000,000 junior subordinated participating notes
        downgraded to 'CC' from 'B' and removed from Rating
        Watch Negative.

TCW LINC II is a market value collateralized debt obligation
managed by TCW Investment Management Company. On Sept. 20, 2002,
TCW LINC II was out of compliance with its minimum net worth
test. The minimum net worth test has a 30-day cure period. On
Sept. 27, 2002, TCW LINC II failed its junior subordinated
overcollateralization test. TCW was unable to cure the minimum
net worth test or the OC test in the relevant cure periods,
which has resulted in an event of default as per the TCW LINC II
governing documents. On Oct. 11, 2002, both the minimum net
worth and the OC test failures became formal events of default.
Since the initial junior subordinated OC test failure, the
senior subordinated and the subordinated notes have each failed
their OC tests. As of Oct. 30, 2002, the junior subordinated
participating notes had an OC ratio of 91%, failing the OC test
by $36 million. The subordinated notes had an OC ratio of 95%,
failing the OC test by $18 million, and the senior subordinated
notes had an OC ratio of 99%, failing the OC test by $2.9
million.

Subsequent to an event of default, the controlling class has the
right to vote to either waive the default or direct the asset
manager to liquidate the assets. The controlling class in TCW
LINC II is the senior secured credit facility and the senior
secured notes. The senior lenders and senior noteholders can
determine if and how quickly liquidation should occur. On
Nov. 1, 2002, the controlling class received a forbearance
agreement requesting a scheduled liquidation plan with certain
payment and control rights. At the time of this press release,
this agreement was under review and has not been approved.

Fitch has reviewed in detail the portfolio performance of TCW
LINC II. Included in this review, Fitch discussed the current
state of the portfolio with the asset manager and their
portfolio management strategy going forward. In addition, Fitch
conducted collateral analysis utilizing various liquidation
timings and adjusting asset classifications based on current
market conditions. The single largest exposure in TCW LINC II is
marked at $60 million and represents roughly 15% of the current
market value of the portfolio. This asset is currently
classified as an illiquid asset. The total amount of illiquid
and semi-liquid assets, as calculated by Fitch, represents
approximately 30% of the market value of the portfolio. Given
the current market environment for high yield bonds, loans and
equity, there is a question as to the ability to sell less
liquid assets, specifically in the event of a rapid liquidation.
As a result of this analysis, Fitch has determined that the
original ratings assigned to the senior subordinated,
subordinated and junior subordinated notes no longer reflect the
current risk to noteholders. The downgrade of the senior
subordinated notes, subordinated notes and junior subordinated
participating notes specifically reflects the technical default
status, the high percentage of illiquid and semi-liquid assets
in the portfolio, the large exposure to one illiquid asset, and
the volatility and ongoing uncertainty of the liquidity in the
secondary market.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


TCW LEVERAGED: Fitch Hatchets Sub. Secured Debt Rating to B
-----------------------------------------------------------
Fitch Ratings downgrades one class of notes issued by TCW
Leveraged Income Trust. In conjunction with this action, Fitch
removes the subordinated secured Notes from Rating Watch
Negative. At this time, no rating action is taken on the senior
secured credit facility or the senior secured notes. The
following rating actions are effective immediately:

     -- $105,000,000 subordinated secured notes downgraded to
        'B' from 'BBB' and removed from Rating Watch Negative.

TCW LINC is a market value collateralized debt obligation
managed by TCW Investment Management Company. On Sept. 20, 2002,
TCW LINC was out of compliance with its minimum net worth test.
The minimum net worth test has a 30 day cure period. On Sept.
30, 2002, TCW LINC failed its Subordinated overcollateralization
test with a ratio of 96%, failing by $12 million. The OC test
has a cure period of 10 business days. TCW was unable to cure
the minimum net worth test or the OC test in the relevant cure
periods, which has resulted in an event of default on Oct. 15,
2002 as per the TCW LINC governing documents. Since the initial
failure of the OC test, the failure amount has increased to $30
million (90% OC ratio), at the Oct. 30, 2002 valuation date.

Subsequent to an event of default, the controlling class has the
right to vote to either waive the default or direct the asset
manager to liquidate the portfolio. The controlling class in TCW
LINC is the senior secured credit facility and the senior
secured notes. At this time, the senior secured credit facility
has been repaid in full and TCW has finalized the reduction in
the commitment amount to zero. Therefore, the senior noteholders
represent the controlling party and can determine if and how
quickly liquidation should occur. On Nov. 1, 2002, the senior
noteholders received a forbearance agreement requesting a
scheduled liquidation plan with certain payment and control
rights. At the time of this press release, this agreement was
under review and has not been approved.

Fitch has reviewed in detail the portfolio performance of TCW
LINC. Included in this review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward. In addition, Fitch conducted
collateral analysis utilizing various liquidation timings and
adjusting asset classifications based on current market
conditions. The single largest exposure in TCW LINC is marked at
$50 million and represents roughly 15% of the current market
value of the portfolio. This asset is currently classified as an
illiquid asset. The total amount of illiquid and semi-liquid
assets, as calculated by Fitch, represents approximately 44% of
the market value of the portfolio. Given the current market
environment for high yield bonds, loans and equity, there is a
question as to the ability to sell less liquid assets,
specifically in the event of a rapid liquidation. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the subordinated notes no longer reflect the current
risk to noteholders. The downgrade of the Subordinated Notes
specifically reflects the technical default status, the high
percentage of illiquid and semi-liquid assets in the portfolio,
the large exposure to one illiquid asset, and the volatility and
ongoing uncertainty of the liquidity in the secondary market.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


TELENETICS INC: Delays Filing of Financial Reports on Form 10-Q
---------------------------------------------------------------
Telenetics, Inc., is unable to file the necessary financial
statments with the SEC in a timely manner because the Company is
in the process of changing its certifying accountants and was
therefore unable to complete the requisite statements.

Telenetics anticipates that net sales for the three and nine
months ended September 30, 2002, will be approximately $4.5
million and $12.6 million, respectively, as compared to net
sales of approximately $6.6 million and $15.7 million,
respectively, for the three and nine months ended September 30,
2001.  Telenetics also anticipates that it will record a net
loss of approximately $328 thousand and $1.2 million,
respectively, for the three and nine months ended September 30,
2002, as compared to a net loss of approximately $252 thousand
and $4.2 million, respectively, for the three and nine months
ended September 30, 2001.

Telenetics is exploring the remote regions of data collection.
Shifting its focus from heavy-duty wireline modems to industrial
wireless monitoring and data collection systems, the company
makes systems that automate utility meter reading, oil and gas
monitoring, traffic management, and other remote monitoring
functions. In addition to its wireless systems, Telenetics
continues to offer industrial grade modems and fiber-optic line
drivers. The company has also licensed rights to manufacturer
Motorola networking products that it markets as its Sunrise
Series.

                           *    *    *

                    Going Concern Uncertainty

In its Form 10-QSB filed on November 11, 2002, with the
Securities and Exchange Commission, the Company reported:

"Our consolidated financial statements as of and for the years
ended December 31, 2001 and 2000, that are contained in our most
recent annual report on Form 10-KSB were prepared on a going
concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. We
have suffered recurring losses from operations and at
December 31, 2001 had net capital and working capital
deficiencies. These factors, among others, raised substantial
doubt about our ability to continue as a going concern and led
our independent certified public accountants to modify their
unqualified opinion to include an explanatory paragraph related
to our ability to continue as a going concern. The consolidated
financial statements included in our most recent annual report
on Form 10-KSB and the condensed consolidated financial
statements included in this report do not include any
adjustments that might result from the outcome of this
uncertainty.

"We believe that our continued operations could be dependent on
securing a traditional credit facility with a financial
institution and that there is a substantial likelihood that
additional sources of liquidity through debt and/or equity
financing will be required to fund our plans to exploit the
license we obtained from Motorola relating to our Sunrise
Series(TM) products and to fund other plans for future growth.
We believe that securing a traditional credit facility with a
financial institution would help us continue to increase our
gross margin on our Sunrise Series(TM) products by enabling us
to more efficiently manage our transactions with our suppliers.
However, we currently do not have any commitments for additional
financing other than our accounts receivable assignment
arrangement with Corlund Electronics."


TENFOLD CORP: Concludes Settlement of All SEC Matters
-----------------------------------------------------
TenFold Corporation (OTC Bulletin Board: TENF), provider of the
Universal Application(TM) and large-scale applications,
concluded a settlement with the Securities and Exchange
Commission of all matters that have been under investigation
since May 2000.  As a result, the SEC contemporaneously filed
its complaint and a consent order for injunctive relief.
TenFold will incur no further costs related to this matter, pay
no fine or civil penalty and does not need to restate its
financials as a consequence of this settlement.  Under the terms
of the Consent Decree, TenFold neither admits nor denies the
allegations of the SEC's complaint.

"This settlement fully resolves all our issues with the SEC,"
said Dr. Nancy Harvey, President and CEO of TenFold.  "With this
resolution, we avoid the onerous costs of litigation and its
concomitant toll on management time and attention.  Over the
past 22 months, TenFold's new management team has executed a
far-reaching turnaround program that focused the Company on
delivering the enhanced benefits of its revolutionary Universal
Application technology to customers.  We have taken disciplined
action to solve a number of problems that have burdened the
Company.  As a result, TenFold has been repositioned and
refocused to deliver its valuable business product with a
strong, sound foundation.  We are already beginning to reap the
rewards of our hard work.  By putting the SEC investigation
behind us, we can move forward in achieving the promise of our
revolutionary technology and building sustainable value for our
customers, shareholders, and employees."

In recent months TenFold has substantially reduced its
liabilities, retired all bank debt, reached an agreement to
settle a shareholder lawsuit, and continued to tune its
operating model to adjust to the continuing economy and
technology market slowdown.  Over the last two years, TenFold
has substantially restructured operations to reflect its
technology company focus and renewed commitment to a positive
cash flow business.  The company has closed 12 offices, reduced
staff to 78 from a high of almost 800, and collapsed 8 different
business units into a centralized operation.

"We are pleased to see growing evidence of the success of our
efforts," said Dr. Harvey.  "Already in this fourth quarter, we
have established new reseller relationships and distributorships
with Redi2 and TenFold Systems UK, Limited, complimenting our
existing relationships with Perot Systems, PCX Systems, Sapient
(SAPE), and 3Genesis.  Last month, a prestigious academic
healthcare system became the most recent customer to take a
significant Universal Application-powered application into
production."

"Dr. Harvey and her management team have worked relentlessly to
restore TenFold's promise and reputation," added TenFold's
founder, CTO and Board Chairman, Jeffrey L. Walker.  "Under her
leadership TenFold has provided full, frank, and fair disclosure
of its performance; transitioned to an entirely different
business model; and established appropriate revenue recognition
and financial management policies.  With this matter behind us,
TenFold is now in a position to consider major new product
development and marketing initiatives we feel will uniquely
distinguish us in today's treacherous business climate."

TenFold (OTC Bulletin Board: TENF) sells its patented technology
for applications development, the Universal Application(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology
requirements create difficult IT bottlenecks, the Universal
Application lets a small, business team design, build, deploy,
maintain, and upgrade new or replacement applications with
extraordinary speed and limited demand on scarce IT resources.
For more information, call (800) TENFOLD or visit
http://www.10fold.com

At June 30, 2002, TenFold's balance sheets show a total
shareholders' equity deficit of about $30 million.


TRENWICK GROUP: Forbearance Agreement Extended Until December 6
---------------------------------------------------------------
Trenwick Group Ltd., said that, while it continues to engage in
discussions with its current letter of credit providers for the
renewal for an additional year of its existing letter of credit
facility in support of its Lloyds' operations, final terms are
yet to be agreed. In connection with these discussions, Trenwick
and its letter of credit providers have extended the current
forbearance agreement until December 6, 2002.

Lloyd's has also agreed to permit Trenwick to delay its funding
for the 2003 year of account for a short time beyond November
22, 2002.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London-based insurer and at Lloyd's.


U-HAUL INT'L: Appoints Bob Peterson as Company's Controller
-----------------------------------------------------------
U-Haul International, Inc., announced that Bob Peterson has been
named as the Company's controller.

"Bob brings over twenty-eight years accounting and finance
experience in transportation, retail and repair.  His
demonstrated accounting skills and broad knowledge of business
systems brings depth to our work groups," said Joe Shoen,
president.

In his role, Peterson will direct U-Haul's accounting functions
including tax, bank account management, fixed assets, budgeting
and management information and analysis.

Prior to joining U-Haul, Peterson held executive positions for
over twenty-five years with Leaseway Transportation and
subsequently with Penske Auto centers.

Peterson received an accounting degree from Ohio Northern
University and an MBA in Finance from Miami University in
Oxford, Ohio.

AMERCO (Nasdaq: UHAL) is the parent company to U-Haul
International, Inc., Oxford Life Insurance Company, Republic
Western Insurance Company and Amerco Real Estate Company.  U-
Haul has served the do-it-yourself household-moving customer for
56 years, U-Haul trucks and trailers can be rented from more
than 15,000 independent dealers and 1,200 company owned moving
centers.  U-Haul, the undisputed leader in the truck and trailer
rental industry, is one of the industry's largest operators of
self-storage facilities, the world's largest installer of
permanent trailer hitches and the world's largest Yellow Pages
advertiser.

                         *    *    *

In its Form 10-Q filed on November 18, 2002 with the Securities
and Exchange Commission, U-Haul stated:

"On October 15, 2002 the Company failed to make a $100 million
principal payment and a $3.6 million interest payment due to the
Series 1997-C Bond Backed Asset Trust holders. On that date, the
Company also failed to pay a $26.5 million obligation, in the
aggregate to Citibank and Bank of America in connection with the
BBAT's. This expense will be recognized in the third quarter.

"As a result of the foregoing, the Company is in default with
respect to its other credit arrangements that contain cross-
default provisions, including its 3-Year Credit Agreement dated
June 28, 2002, in the amount of $205.0 million. In addition to
the cross-default under the Revolver, the Company is also in
default under that agreement as a result of the Company's
failure to obtain incremental net cash proceeds and/or
availability from additional financings in the aggregate amount
of at least $150 million prior to October 15, 2002. The
obligations of the Company currently in default (either directly
or as a result of a cross-default) are approximately $1,175.4
million. In addition, the Company may be required to pay
interest at default interest rates, which would increase
interest expense going forward.

"The Company has retained the financial restructuring firm
Crossroads, LLC to assist with the negotiation of standstill
agreements with holders of directly defaulted obligations and
waivers from our lenders holding cross-default obligations. This
will allow us to pursue financing alternatives and asset sales
that will enable us to repay the above-referred amounts that are
in direct default, meet fiscal 2004 maturities and restructure
our balance sheet."


UNITEDGLOBALCOM: Fails to Comply with Nasdaq Listing Guidelines
---------------------------------------------------------------
UnitedGlobalCom, Inc., (Nasdaq: UCOMA) received a letter from
Nasdaq on November 15, 2002, in which Nasdaq stated that UGC
will be delisted because it is not in compliance with
Marketplace Rule 4450(b)(4).  Nasdaq determined that the Company
is not in compliance because the bid price of its common stock
had closed at less than $3.00 per share over 30 consecutive
trading days and the stock did not regain compliance with the
rule within the 90 calendar days prior to November 12, 2002.
UGC has appealed Nasdaq's determination to a Listing
Qualifications Panel pursuant to the procedures set forth in the
Nasdaq Marketplace Rule 4800 Series.  No assurance can be made,
however, that the appeal will be successful.  This hearing
request will stay the delisting of the Company's common stock
pending the Panel's decision.

If the Panel rejects the Company's appeal, UGC intends to apply
to transfer its common stock to The Nasdaq SmallCap Market. The
Company currently complies with all of the listing requirements
for that market, including the minimum bid price of $1.00 per
share.  Although no assurance can be made that the transfer
application will be granted, the Company expects that it will be
allowed to transfer to the SmallCap Market if it complies with
all listing requirements.

UGC is the largest international broadband communications
provider of video, voice, and Internet services with operations
in 21 countries.  Based on the Company's aggregate operating
statistics at September 30, 2002, UGC's networks reached
approximately 19.1 million homes and 13.1 million total
subscribers.  Based on the Company's consolidated operating
statistics at September 30, 2002, UGC's networks reached
approximately 12.4 million homes and over 8.7 million
subscribers, including over 7.3 million video subscribers,
690,300 voice subscribers, and 700,000 high-speed Internet
access subscribers.  In addition, its programming business had
approximately 45.8 million aggregate subscribers worldwide.

UGC's major operating subsidiaries include UPC, a leading pan-
European broadband communications company; VTR GlobalCom, the
largest broadband communications provider in Chile, and Austar
United Communications, a leading satellite, cable television and
telecommunications provider in Australia and New Zealand.


VENUS EXPLORATION: Will Delay Filing of Form 10-Q with SEC
----------------------------------------------------------
As of September 30, 2002, Venus Exploration, Inc., was in
default under the terms of certain covenants contained in its
current credit facility. The Company indicates that it expects
to obtain a waiver from its lender; however, to date the waiver
has not been received and Venus is currently in the process of
negotiating with the lender to resolve this issue.

Also, a petition of involuntary bankruptcy has been filed
against Venus Exploration. The Company has filed a motion to
dismiss the petition and is currently awaiting the results of
its motion. Depending on how these matters are resolved, the
financial statement disclosures regarding Venus' financial
condition and the liquidity and capital resources discussions
set forth in its Quarterly Report may vary significantly.
Accordingly, the Company says it is not in a position to
complete its Quarterly Report filing until these matters are
resolved.

Venus Exploration expects to report an operating loss of
approximately $1,885,000 for the quarter ended September 30,
2002 as compared to a reported operating loss of approximately
$522,000 for the same period in 2001. This decline in results
from operations is attributable to, among other things,
impairments of $1,434,000 which were recorded to reduce the
carrying value of oil and gas assets to their estimated fair
value. It should also be noted that, due primarily to the sale
of oil and gas properties in 2002, net revenue reported this
quarter will be approximately $300,000 less than the same period
in 2001.

Venus Exploration explores for and develops oil and natural gas
in eight US states; its main areas of focus are Louisiana,
Oklahoma, Texas, and Utah. Venus Exploration has total proved
reserves of about 10.8 billion cu. ft. of natural gas equivalent
and a daily net production of 2.4 million cu. ft. of natural gas
equivalent. Production from its more than 300 wells is sold at
the wellhead to oil and gas companies, including its largest
customers, Duke Energy Field Service and Flying J Oil & Gas.


VERITAS DGC: Fitch Ratchets Senior Unsecured Debt Rating to BB+
---------------------------------------------------------------
Fitch has downgraded the senior unsecured debt rating of Veritas
DGC Inc.'s to 'BB+' from 'BBB-'. The downgrade is the result of
weaker than expected results from Veritas following more than
three years of above average commodity prices.

Additionally, Fitch believes that the seismic sector will remain
weak in 2003 as commodity prices may likely return to midcycle
type levels. This would likely lead to upstream spending getting
directed towards exploitation and development projects rather
than exploration projects benefiting companies such as Veritas.
Fitch will also rate the originally proposed senior secured
credit facility 'BB+'. If the initial credit facility proposal
is changed in terms of security and/or subordination, the
necessary rating changes will be made. The rating is on Rating
Outlook Negative due to the weak outlook for the seismic sector.

Veritas relies strongly on oil and gas exploration spending,
which fluctuates with commodity prices. Following three and a
half years of stronger than average prices for oil and natural
gas, Fitch anticipated meaningful improvement in Veritas' credit
profile that never materialized. Evidently, seismic demand was
slow to grow in recent years as geophysicists at E&P companies
evaluated seismic data obtained through numerous acquisitions.
Secondly, an excess supply of marine seismic vessels has
hampered margins and Fitch expects will continue to do so until
capacity is reduced. Finally, seismic data processing companies
have had huge capital requirements for R&D, technology
development and maintaining an attractive multi client library.
This has resulted in several years of negative free cash flow
for Veritas. Until this point, Veritas has maintained its rating
by continuing to fund any cash flow short falls or acquisitions
with equity. In the past six years Veritas has issued more than
$220 million of equity. However, with its stock price lagging in
recent months, Fitch is skeptical that Veritas will be issuing
equity in the near-to-intermediate term.

The Rating Outlook is Negative for Veritas' rating due to
Fitch's pessimistic view of seismic in 2003. Additionally, if
the initial credit facility proposal is changed in terms of
security and/or subordination, the necessary rating action will
be taken. However, given the fact that the 9.75% senior
unsecured notes do not mature for approximately one year, Fitch
has a constructive view of this proactive transaction.

Veritas' rating is supported by the modest financial performance
of the company and by international diversification of its
seismic and oil service-related activities. The rating also
considers management's track record for completing projects and
maintaining a conservative long-term financial strategy.

Veritas, DGC, Inc., headquartered in Houston, TX is a leading
provider of seismic data acquisition, seismic data processing
and multi-client data to the petroleum industry in selected
markets worldwide. The company acquires seismic data in land,
marsh, swamp, tidal (transitional zone) and marine environments.
Veritas processes the data acquired by its own crews and crews
of other operators. Veritas also acquires seismic data both on
an exclusive contractual basis for its customer and on its own
behalf for licensing to multiple customers on a non-exclusive
basis.


WARNACO GROUP: Enters Stipulation to Resolve i2 Claim Dispute
-------------------------------------------------------------
On May 11, 1998, Warnaco, Inc. entered into a Software License
Agreement and Software Consulting Services with i2 Technologies,
Inc., wherein i2 agreed to license certain software to support
Warnaco's product forecasting and planning functions and
consulting services related to the i2 Software.

On March 15, 2000, i2 agreed to give Warnaco a 4% fully diluted
equity share in SoftgoodsMatrix.com Inc., a company i2
established to facilitate e-commerce between soft goods
retailers, manufacturers and suppliers.

On December 11, 2001, i2 filed proof of claim no. 855 for
$12,192,828 against Warnaco based on claims arising from the
License Agreement and the Software Consulting Services.  Warnaco
disputed the validity of the claim.

The parties negotiated to resolve all issues and disputes with
respect to the i2 Software, the Software Consulting Services,
the SoftgoodsMatrix.com Agreement, and the Proof of Claim,
through the execution of a Settlement Agreement.

The Parties stipulate and agree that:

1. This Stipulation becomes effective on November 23, 2002;

2. Warnaco is authorized to enter into the Settlement Agreement
   and the terms of the Settlement Agreement are incorporated by
   reference into this Stipulation and will be binding on the
   Parties; and

3. Proof of Claim No. 855 is expunged with prejudice.  i2 will
   have an allowed non-priority unsecured claim for $1,000,000
   classified in Class 5 under the Plan.

The Settlement Agreement provides that:

1. Warnaco's equity interest, including warrant rights in
   SoftgoodsMatrix.com will be deemed assigned to i2;

2. i2 will perform a diagnostic assessment of the functionality
   of the existing i2 Software at Warnaco, which Assessment will
   be completed within 30 days, in exchange for Warnaco's
   payment of $25,000 to be paid within 5 days after the
   completion of the Assessment.  In addition, Warnaco will
   reimburse i2 for its actual and reasonable expenses incurred
   in connection with the Assessment not to exceed $5,000 upon
   presentation of invoices; and

3. The Parties release each other from all claims, obligations
   and liabilities. (Warnaco Bankruptcy News, Issue No. 37;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


WINDSWEPT ENVIRONMENTAL: Continues to Pursue New Funding Sources
----------------------------------------------------------------
As of October 1, 2002, Windswept Environmental Group, Inc., had
a cash balance of $146,551, working capital of $3,996,142 and
stockholders' equity of $3,456,830. Historically, the Company
has financed its operations primarily through issuance of debt
and equity securities, through short-term borrowings from its
majority shareholder, Spotless Plastics (USA), Inc., and through
cash generated from operations. In the opinion of management,
the Company expects to have sufficient working capital to fund
current operations.  However, market conditions and their effect
on the Company's liquidity may restrict the Company's use of
cash. In the event that sufficient positive cash flow from
operations is not generated, the Company may need to seek
additional financing from Spotless or otherwise.  Spotless is
under no legal obligation to provide such funds. The Company
currently has no credit facility for additional borrowing.

During the thirteen weeks ended October 1, 2002, in order to
address the Company's cash flow and operational concerns,
including funding the payment of income taxes and start up costs
relating to a large mold remediation project in Hawaii, the
Company borrowed $875,000 from Spotless.  During the
thirteen weeks ended October 1, 2002, the Company repaid
$125,000 to Spotless.  All borrowings from  Spotless bear
interest at the London Interbank Offering Rate plus 1 percent
and are secured by all of the Company's assets and are payable
on demand.  As of October 1, 2002, the Company owed  Spotless
$950,000 on such short-term loans to fund working capital.
Subsequent to October 1, 2002, the Company borrowed an
additional $300,000 from Spotless to fund working capital.

Management believes the Company will require positive cash flow
from operations to meet its working  capital needs over the next
twelve months. In the event that positive cash flow from
operations is not generated, the Company may be required to seek
additional financing to meet its working capital needs.
Management continues to pursue additional funding sources. The
Company anticipates revenue growth in new and existing service
areas and continues to bid on large projects, though there can
be no assurance that any of the Company's bids will be accepted.
The Company is striving to improve its gross margin and  control
its selling, general and administrative expenses.  There can be
no assurance, however, that changes in the Company's plans or
other events affecting the Company's operations will not result
in accelerated or unexpected cash requirements, or that it will
be successful in achieving positive cash flow from operations or
obtaining additional financing.  The Company's future cash
requirements are expected to depend on numerous factors,
including, but not limited to: (i) the ability to obtain
environmental or related construction contracts, (ii) the
ability to generate positive cash flow from operations, and the
extent thereof, (iii) the ability to raise additional capital or
obtain additional financing, and (iv) economic conditions.

Total revenues for the thirteen weeks ended October 1, 2002
decreased by $3,142,098, or approximately 41%, to $4,592,976
from $7,735,074 for the thirteen weeks ended October 2, 2001.
The decrease in revenues of $3,142,098 was primarily
attributable to approximately $2,500,000 related to non-
recurring remediation work performed in the 2001 period in the
vicinity of the World Trade Center as a result of the terrorist
attack on September 11, 2001 and a decrease in the 2002 period
of approximately $450,000 related to insurance renovation and
reconstruction due to mild weather conditions in the
northeastern United States.

Net income decreased by $659,206 to $103,947 in the 2002 period
from $763,153 in the 2001 period.


WORLDCOM INC: MCI Intends to Assume BP Global Services Agreement
----------------------------------------------------------------
Three years ago, MCI WorldCom Communications, Inc., and BP
International Limited entered into a comprehensive 66-month
Global Services Agreement for the provision and management of
BP's worldwide telecommunications and related services needs
through an outsourcing of BP's worldwide telecommunications to
the Debtors on an exclusive basis.  Prior to the Petition Date,
the Prepetition GSA was one of the Debtors' largest customer
contracts.

Adam P. Strochak, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the Prepetition GSA was a master framework
agreement detailing an encyclopedic list of Telecom Services to
be provided by the Debtors and its affiliates.  Services to be
provided in conjunction with the Prepetition GSA were the
subject of numerous individual local-to-local agreements between
a local BP affiliate and a local affiliate of the Debtors in
each of 50 countries.  In addition, certain regulated and
tariffed services to be provided in the U.S. were provided under
a separate agreement between the Debtors and BP Corporation
North America Inc., an affiliate of BP.

To facilitate the provision of services under the Prepetition
GSA and related contracts, Mr. Strochak says, BP transferred to
the Debtors 100 BP employees.  These employees became the
Debtors' employees and effectively functioned as BP's Telecom
Services department within the Debtors' organization.

The Debtors and BP also entered into various agreements
regarding the payment of third party vendor claims.  These
agreements were typically in the form of:

  -- an assignment, whereby BP or an affiliate assigned to the
     Debtors or an affiliate existing contracts with third party
     providers for the supply of telecommunication services;

  -- an agency agreement, whereby BP or an affiliate designated
     the Debtors or an affiliate as their agent with respect to
     contracts with third party providers for the supply of
     telecommunication services; or

  -- a novation, whereby the Debtors was substituted for BP or
     its affiliate and assumed all of the future rights and
     obligations of BP or its affiliate under contracts with
     third party providers for the supply of telecommunication
     services.

Under the terms of the assignment and agency agreements,
although all bills were sent to and paid through the Debtors, BP
remained liable to pay amounts due to the third party providers
irrespective of any payments made by BP to the Debtors.  In
contrast, under the novations, BP or its affiliates were
released from any future obligations.

The Prepetition GSA included various obligations of the Debtors
to indemnify and hold harmless BP from and against certain tax
liabilities and certain allegations of infringement of any
intellectual property rights.

As of the Petition Date, Mr. Strochak informs the Court that the
Debtors have received $2,351,520.63 from BP intended for payment
to third party providers, but which the Debtors were unable to
remit to the third party providers as a consequence of the
commencement of these Chapter 11 cases.  In addition, prior to
the Petition Date, BP had undertaken an audit of certain tax
related obligations arising under the Prepetition GSA.  Over the
course of two years, BP or its audit provider raised numerous
issues with the Debtors, which aggregated claims substantially
exceeding $100,000.  Following review of the underlying detail,
good faith, and arm's-length negotiations, the Debtors and BP
settled many of these claims, prior to the Petition Date, for
$8,342.31.  In recent weeks, the Debtors and BP have resolved
the remaining claims for $8,137.52.

On the other hand, as of September 30, 2002, BP and certain of
its affiliates owed the Debtors and certain of its affiliates
$36,000,000, including $23,000,000 with respect to past due
invoices.  Since that time, BP and its affiliates have brought
substantially all of their prepetition accounts current and only
$3,069,568 remain past due with respect to undisputed
prepetition invoices.  BP and its affiliates have agreed to pay,
in full, both the Prepetition Payable and all postpetition
undisputed invoices to the Debtors and its affiliates in
conjunction with closing on the Assumed GSA.

By letter dated July 5, 2002, Mr. Strochak relates that BP
submitted formal notice of termination to the Debtors wherein BP
provided the contractually required 12 months notice of
voluntary termination.  Immediately following delivery of the
notice, BP expressed to the Debtors that, despite the notice of
termination, it sought to maintain the contractual relationship
for the full term of the Prepetition GSA, subject to certain
revisions.  BP and the Debtors then began negotiations to
address and resolve BP's concerns with regard to the Prepetition
GSA.  These extensive, good faith and arm's-length negotiations
resulted in an agreement by the Debtors to assume a modified
version of the Prepetition GSA in the form of the Second Amended
and Restated Global Services Agreement.

In summary, the Assumed GSA provides:

  A. Assumption: The Debtors will enter into the Assumed GSA and
     implement the Assumed GSA.  Furthermore, the Service
     Provider and its debtor-affiliates will assume the Call-Off
     Contracts;

  b. Cure: The Debtors will cure its prepetition defaults:

     -- by providing BP with the one-time credit and one-time
        reversal; and

     -- as resolution and full satisfaction of claims arising
        from an audit of certain tax related obligations to BP
        under the Prepetition GSA, issuance of an $8,137.52
        credit to BP.

     This credit is in addition to the one-time credit.  BP and
     its affiliates will not be entitled to claim, and will be
     forever barred from asserting, any additional cure
     obligations arising from any actual or alleged prepetition
     defaults under the Prepetition GSA or the Call-Off
     Contracts; provided, however, that the bar will not affect
     the ability of BP and its affiliates to continue to
     pursue, in accordance with the Assumed GSA, any claim for:

     -- any invoices identified as disputed on or prior to the
        date of an order approving this Motion; or

     -- any ordinary business credits relating to an invoice
        arising prior to the Petition Date.

     Moreover, the Debtors and its affiliates reserve their
     rights and abilities to challenge or defend against any
     disputes or credits.  Notwithstanding the foregoing, BP and
     its affiliates will not be entitled to identify any
     disputes with respect to the invoices included in the
     Prepetition Payable;

  C. One-Time Credit: The Debtors will provide a $2,351,520.63
     one-time credit to BP to reimburse BP and certain of its
     affiliates for amounts paid to the Debtors for certain
     third party providers, but not remitted to third party
     providers as a result of the filing of these Chapter 11
     cases;

  D. One-Time Reversal: The Debtors will reverse a prepetition
     charge totaling $1,164,721.62 previously invoiced, but not
     yet paid, relating to pass-through charges for third party
     providers;

  E. Exclusivity: The Debtors will continue to be the exclusive
     telecommunications provider for BP and its affiliates;
     provided, however, that, contrary to the Prepetition GSA,
     BP and its affiliates will be authorized to establish
     limited parallel or contingent services as part of its
     redundancy planning;

  F. Transition of Third Party Provider Services: The Debtors
     and BP, and their affiliates, will work together to insure
     an orderly transition of third party provider contracts to
     BP.  To this end, the Parties have agreed to work together
     to negotiate assignments or novations of the third party
     provider agreements from the Debtors and its affiliates to
     BP and its affiliates.  To the extent that the Parties and
     the third party provider agree to any assignments or
     novations, without obtaining a further Court order, the
     Parties will use a form of assignment, when applicable, a
     form of novation; provided, however, that these forms may
     be modified, amended or supplemented, as needed, by an
     agreement between the Parties to accomplish the transition
     of each third party provider contract to BP or its
     affiliates so long as the modification, amendment or
     supplement does not in any way materially change the
     economic substance of the assignment or novation with
     respect to the Debtors and its affiliates.  In addition, to
     the extent applicable, BP will notify other third party
     providers that the Debtors will no longer act as its agent
     for purposes of billing for services provided to BP;

  G. Employees: BP will be entitled to hire 30 employees
     currently employed by the Debtors and its affiliates to
     provide Telecom Services to BP and its affiliates;
     provided, however, that, subject to certain exceptions, BP
     and its affiliates will second these employees back to
     the Debtors and its affiliates.  BP will pay the Debtors a
     monthly management fee in consideration for the Debtors
     continuing to manage these employees;

  H. Parent Company Guarantees: WorldCom will enter into a
     guaranty of certain financial obligations under the Assumed
     GSA.  Similarly, pursuant to the terms of the Prepetition
     GSA, BP has guaranteed the obligations of any of BP's
     affiliates under the applicable contracts;

  I. Service Provider Indemnification: The Debtors will
     indemnify and hold harmless BP from and against certain
     tax liabilities and certain allegations of infringement of
     any intellectual property rights;

  J. BP Indemnification: BP and its affiliates will:

     -- represent that they have paid to certain third party
        vendors the prepetition amounts payable to these
        vendors;

     -- indemnify and hold harmless the Debtors and its
        affiliates as provided in Clause III of the Preliminary
        Agreements set forth in the Assumed GSA; and

     -- waive any and all rights to indemnity with respect to
        any and all prepetition claims for non-payment asserted
        by certain third party vendors arising out of BP and its
        affiliates direct payment of the prepetition amounts to
        the third party vendors;

  K. Late Charges: The Debtors will invoice BP monthly and these
     invoices will be paid not later than 30 days after the date
     on which the invoice was received; provided, however, that
     BP or its affiliates will pay a late charge on amounts not
     in dispute and not paid on or before 60 days after the
     invoice receipt date.  The late payment charge will be
     equal to the lesser of:

     -- 1.5% per month; or

     -- the maximum amount allowed by applicable law, as applied
        against past due amounts;

  L. Term: Absent termination for other reasons, the Assumed GSA
     automatically terminates, under its own terms, on May 31,
     2005;

  M. Termination: Either the Debtors or BP may terminate the
     Assumed GSA after 90 days written notice if the other party
     is in material default under the Assumed GSA.  In addition,
     either party may terminate the Assumed GSA immediately
     after the occurrence of events of default set forth in
     the Assumed GSA.  In the event that BP is entitled to
     terminate the Assumed GSA in accordance with its terms,
     then BP is entitled to do so without the necessity of
     seeking relief from the automatic stay; and

  N. Transfer of Physical Assets: In connection with the
     termination or expiration of the Assumed GSA, BP is
     entitled to make demand on the Debtors requiring it to sell
     to BP, without further Court order, certain hardware assets
     used exclusively for the delivery of services to BP with
     these assets being sold to BP for either the fair market
     value of all improvements made by the Debtors or its
     affiliates less any reduction in value due to any failure
     to maintain the asset or the fair market value on the date
     specified in the notice.  Similarly, the Debtors are
     entitled to make demand on BP requiring BP to purchase
     these assets for the fair market values.  If, during the
     pendency of these Chapter 11 cases, the Debtors, BP and the
     Creditors' Committee are unable to agree on the fair
     market value for any asset, then the Parties will submit
     the issue to this Court for determination.

The Parties have further agreed to certain escrow procedures
with respect to closing:

  A. Unless otherwise agreed by the Parties, after entry of a
     final and non-appealable order, the Parties will:

     -- execute the Assumed GSA, the Parent Company Guaranty and
        a stipulation withdrawing, with prejudice, the BP
        Setoff Motion; and

     -- deliver their signature pages to their counsel to be
        held in escrow.

     In addition, BP will also deliver to its counsel, to be
     held in escrow in a trust account, full payment of the
     Prepetition Payable;

  B. After receipt of payment on the Prepetition Payable from BP
     and its affiliates, counsel for BP will notify the Debtors
     of the amount received and held in trust.  After receipt of
     the signature pages, counsel for the Parties will notify
     counsel for the other Party, in writing, of receipt of
     signature pages;

  C. The signature pages and funds will be released from escrow
     after the Debtors' written notification to the counsels for
     BP and the Debtors that it has actually received:

     -- full payment on all postpetition undisputed invoices;
        and

     -- written notification from counsel for BP that it is
        holding, in trust, an amount constituting full payment
        on the Prepetition Payable;

     provided, however, that the Debtors reserve the right to
     waive the requirement if de minimis amounts remain
     outstanding on the postpetition undisputed invoices;

  D. For the avoidance of doubt, the Debtors will provide
     written notification to the counsels for the parties as
     soon as practicable after the Debtors have actually
     received:

     -- full payment on all postpetition undisputed invoices;
        and

     -- written notification from counsel for BP that it is
        holding in trust an amount constituting full payment on
        the Prepetition Payable;

  E. After the release of the signature pages, the Debtors will
     promptly file and serve the stipulation withdrawing, with
     prejudice, the BP Setoff Motion;

  F. Unless otherwise agreed by the Parties, if the signature
     pages and funds have not been released from escrow after
     expiration of 5 business days following delivery of these
     items into escrow, then on the 6th business day thereafter,
     these funds and signature pages will be returned to the
     Parties and the Parties will return to status quo;

  G. In the event that the Parties are returned to status quo,
     the Debtors will notice and schedule the BP Setoff Motion
     for hearing at the first available weekly hearing date
     whereby parties-in-interest are provided at least 10
     business days notice of the hearing; and

  H. The Parties reserve the right to waive the escrow
     procedures and instead, exchange signature pages and funds
     without the necessity of closing into escrow.

By this motion, pursuant to Sections 365, 363 and 105 of the
Bankruptcy Code, the Debtors ask the Court to:

    A. authorize them to assume the Assumed GSA;

    B. authorize them to assume the Call-Off Contracts;

    C. fix their cure obligations under the Assumed GSA and the
       Call-Off Contracts;

    D. authorize their entry into and implementation of the
       Assumed GSA;

    E. authorize their affiliates to assign to BP or its
       affiliates the third party provider agreements; provided,
       however, that the form of assignment may be modified,
       amended or supplemented, as needed, by an agreement
       between the Parties to accomplish the transition of each
       third party provider contract to BP or its affiliates so
       long as the modification, amendment or supplement does
       not in any way materially change the economic substance
       of the assignment with respect to the Debtors;

    F. direct BP and its affiliates to:

       -- pay all amounts;

       -- indemnify and hold harmless the Debtors and its
          affiliates as provided in the Assumed GSA; and

       -- waive any and all rights to indemnity with respect to
          any and all prepetition claims for non-payment
          asserted by certain third party vendors arising out of
          BP and its affiliates direct payment of the
          prepetition amounts to the third party vendors;

    G. authorize them to execute novations, using a form
       of novation whereby the Debtors or its affiliates are
       released from future obligations and BP or its affiliates
       are substituted and assume all of the rights and
       obligations under the third party provider agreements;
       provided, however, that the form of novation may be
       modified, amended or supplemented, as needed, by an
       agreement between the Parties to accomplish the
       transition of each third party provider contract to BP or
       its affiliates so long as the modification, amendment or
       supplement does not in any way materially change the
       economic substance of the novation with respect to the
       Debtors;

    H. in connection with the termination or expiration of the
       Assumed GSA, grant BP the right is to require the Debtors
       to sell to BP, without further Court order, certain
       hardware assets subject to certain restrictions;

    I. authorize them to close on the Assumed GSA pursuant to
       the escrow procedures; and

    J. authorize them to enter into and implement the Parent
       Company Guaranty.

Absent assumption of the Assumed GSA and the Call-Off Contracts,
Mr. Strochak fears that the Debtors will risk losing one of its
largest customers over the course of the next year.  Moreover,
the Assumed GSA is a critical asset of the estates that
generates significant revenues for the Service Provider and
various debtor and non-debtor affiliates.  The Assumed GSA is
profitable, necessary to the continued operation of the
business, and necessary to the preservation of estate assets.

The Debtors also contend that good business reasons exist for
the issuance of a postpetition guaranty, the commitment to sell
certain assets to BP for fair market value under the terms of
the Assumed GSA, and the assignment and novation of certain
third party provider contracts to BP or its affiliates.  The
assets contemplated to be sold to BP or its affiliate are assets
used exclusively in connection with providing telecommunications
services to BP and are unlikely to be of value to any other
parties.  Similarly, the third party provider contracts are
contracts related exclusively to the provision of services to BP
and, thus, there is no ability to market these contracts to
third parties.  In fact, assignment or novation of these
contracts to BP eliminates any future financial or performance
obligations owed by the Debtors and its affiliates. (Worldcom
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4), DebtTraders
reports, are trading at about 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


W.R. GRACE: Sealed Air Fraudulent Transfer Trial Set for Dec. 9
---------------------------------------------------------------
Sealed Air Corporation (NYSE:SEE) announced that the district
court has set a trial date of December 9, 2002 for the
fraudulent transfer trial.

On Monday, November 18, the U.S. Court of Appeals for the Third
Circuit ordered a full panel rehearing of a three-judge panel's
September 20th opinion in the Cybergenics bankruptcy case. That
opinion, which resulted in a postponement of Sealed Air's
fraudulent transfer trial, has been vacated pending the full
panel's review.

As a result of Monday's Third Circuit order, the district court
has also vacated the previous grant of permission to Sealed Air
and other parties to appeal to the Third Circuit based upon the
Cybergenics matter. The district court also denied Sealed Air's
motion to stay the trial pending action by the Third Circuit on
appeals filed by the Company and other parties based upon the
Cybergenics matter. Sealed Air is disappointed that the motion
for the stay was denied because the Company believed that it was
important that its case proceed with a presumption of finality
and certainty and without the potential for unnecessary
duplication of costs, expenses and judicial resources.

The 1998 transaction that combined Sealed Air with the Cryovac
packaging business of W. R. Grace was designed to create a
world-leading packaging company. Sealed Air believes that Grace
was solvent at the time of the transaction even if claims
arising after 1998 are taken into account. The Company remains
confident in the integrity of the deal.

Sealed Air Corporation is a leading global manufacturer of a
wide range of food, protective and specialty packaging materials
and systems, including such widely recognized brands as Bubble-
Wrap(R) air cellular cushioning, Jiffy(R) protective mailers and
Cryovac(R) food packaging products. For more information about
Sealed Air Corporation, please visit the Company's Web site at
http://www.sealedair.com


W.R. GRACE: Stipulates to Increase in 1998 Environmental Debts
--------------------------------------------------------------
In connection with the on-going fraudulent conveyance
litigation, the Official Committees, 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)


YUM! BRANDS: Board Approves Additional $300MM Share Repurchase
--------------------------------------------------------------
Yum! Brands, Inc., (NYSE:YUM) said its Board of Directors has
authorized the repurchase of up to an additional $300 million of
the company's outstanding common stock over a 2 year period. In
February of 2001, the Board authorized the repurchase of up to
$300 million, which was recently completed.

David C. Novak, Chairman and CEO said: "The Board's action
reflects its belief that the company's shares are undervalued
and represent an outstanding long-term investment opportunity
given our operating performance, and our unique multibranding
and international growth prospects.

"We have the cash flow to reinvest in our businesses, exceed our
debt repayment targets, and invest in our own stock. All of
these actions are consistent with our objective to continue to
enhance value for our shareholders and build a strong balance
sheet," Novak added.

Repurchases of common stock may be made from time to time in
open market and/or privately negotiated transactions, and will
be subject to market conditions and other factors. Since Yum!
Brands began its share repurchase program in 1999, the company
has purchased 31.2 million shares for $650 million at an average
price of $20.83.

                         *    *    *

As previously reported, Fitch Ratings assigned a BB+ rating to
Yum! Brands' proposed $350 million Senior Notes, while Standard
& Poor's gave the same debt issue its BB rating. Meanwhile, S&P
rates the Company's $1.4 billion senior unsecured bank facility
at BB.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Air Canada              AC         (938)       8,901     (634)
Alliance Imaging        AIQ         (79)         658       25
Alaris Medical          AMI         (47)         573      129
Amylin Pharm Inc.       AMLN         (3)          63       47
Amazon.com              AMZN     (1,440)       1,637      286
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127       17
Alliance Resource       ARLP        (47)         291       (2)
American Standard       ASD         (90)       4,831      208
Actuant Corp.           ATU         (44)         294       18
Avon Products           AVP         (46)       3,193      428
Saul Centers Inc.       BFS         (24)         346      N.A.
Choice Hotels           CHH         (64)         321      (28)
Caremark Rx, Inc.       CMX        (772)         874      (31)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm.          DISH       (778)       6,520    2,024
Dun & Bradstreet        DNB         (20)       1,431      (82)
Gamestop Corp.          GME          (4)         607       31
Hollywood Entertainment HLYW       (113)         718     (271)
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Inveresk Research Group IRGI         (7)         302     (115)
Gartner Inc.            IT          (34)         839      (79)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharm.           LGND        (58)         117       22
Level 3 Comm Inc.       LVLT        (65)       9,316      642
Mega Blocks Inc.        MB          (37)         106       56
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
Petco Animal            PETC        (86)         473       68
Proquest Co.            PQE         (45)         628     (140)
Playtex Products        PYX         (44)       1,105      108
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (314)       1,093      727
United Defense          UDI        (166)         912      (55)
Valassis Comm.          VCI         (66)         363       10
Ventas Inc.             VTR         (91)         942      N.A.
Weight Watchers         WTW         (87)         483      (24)
Western Wireless        WWCA       (274)       2,370     (105)
Expressjet Holdings     XJT        (214)         430       52

                          *********

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.

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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.

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