TCR_Public/021127.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 27, 2002, Vol. 6, No. 235    

                          Headlines

ABRAXAS PETROLEUM: S&P Withdraws CC Corporate Credit Rating
ACCEPTANCE INSURANCE: Fitch Further Junks Long-Term Rating to C
AHEAD COMMS: Gets Final Approval of Ableco/Foothill DIP Facility
AIR CANADA: Fails to Comply with Nasdaq Listing Requirements
AMCARE HEALTH: Fitch Cuts Insurer's Fin'l Strength Rating to D

ANC RENTAL: Consolidating Operations at San Francisco Airport
APPLIEDTHEORY: Court Extends Exclusive Period to February 11
AURORA FOODS: Appoints Thomas M. Hudgins to Board of Directors
BABCOCK & WILCOX: Court Fixes January 15 Special Claims Bar Date
BAM! ENTERTAINMENT: Implements Additional Restructuring Actions

BAYOU STEEL: Missed Payments Prompt S&P to Drop Rating to D
BETTER MINERALS: S&P Junks Credit Rating over Liquidity Decline
BUDGET GROUP: Court Okays King & Spalding as Antitrust Counsel
CALPINE CORP: Reports Decreased Net Income for September Quarter
CAMPBELL SOUP: Declares Quarterly Dividend on Capital Share

COMDIAL CORP: Board Approves 1-for-15 Reverse Stock Split
COMDISCO INC: Angelo Gordon & Co. Discloses 6.14% Equity Stake
CRESCENT REAL: Strikes Additional Exchange Deal with Rainwater
DESA HOLDINGS: Gets Court Nod to Sign-Up Hilco as Appraisers
D.R. HORTON: Fitch Assigns BB+ to $215 Million 7.5% Senior Notes

ENCOMPASS SERVICES: Wants Access to $60MM DIP Bonding Facility
ENRON CORP: Selling Oneida Aircraft to First Tennessee for $9.4M
FAIRCHILD CORP: Tender Offer for 10.75% Notes Extended to Dec. 3
FOCAL COMMS: S&P Further Junks Corporate Credit Rating to CC
FRIEDE GOLDMAN: Offshore Asset Sale Hearing Set for December 16

FRONTLINE CAPITAL: US Trustee Wants to Convert Case to Chapter 7
GENTEK: Honoring Up to $5MM Under Prepetition Customer Programs
GLOBAL CROSSING: Philadelphia Exchange Delists Options
HIH AMERICA INSURANCE: S&P Assigns R Financial Strength Rating
HORIZON NATURAL: Seeking Nod to Pay Vendors' Prepetition Claims

HTE INC: Taps Broadview Int'l to Evaluate Strategic Alternatives
IN STORE MEDIA: Sues Let's Go Shopping to Recoup ISMS Property
INTEGRATED HEALTH: Sues AL Investors for $3.2 Million in Damages
INT'L THUNDERBIRD: Workout to Cut Working Capital Deficit to $4M
KAISER ALUMINUM: Court Approves Settlement Pact with Glencore

KASPER ASL: Court Okays Dechert Price as Special PA Tax Counsel
KMART: Settles Prepetition Claims Dispute with Kimberly-Clark
LEVI STRAUSS: Reaffirms 2002 Targets and Reiterates 2003 Goals
LEVI STRAUSS: Commences Private Placement of $200MM Senior Notes
LEVI STRAUSS: S&P Rates $300-Mill. Senior Unsecured Notes at BB-

LEVI STRAUSS: Fitch Rates $300-Mill. Senior Unsecured Debt at B+
LSP BATESVILLE: S&P's B Rating Unaffected by Aquila's Downgrade
LTV STEEL: Court Fixes Jan. 17 Non-Trade Admin. Claims Bar Date
MERRY-GO-ROUND: Trustee Prepares to Make 20% Distribution
MISSISSIPPI CHEMICAL: Fitch Affirms CCC+ Sr. Unsec. Debt Rating

NATIONAL CENTURY: Credit Suisse Writes-Off 83% of Principal
NATIONSRENT INC: Exclusivity Extension Hearing Resumes on Dec. 5
NEON COMMUNICATIONS: Signs-Up Peisner Johnson as Tax Consultants
NORTEL NETWORKS: Board Declares Preferred Share Dividends
ORYX TECHNOLOGY: Fails to Maintain Nasdaq Listing Requirements

OWENS CORNING: Court Approves Amendments to DIP Financing
PACIFIC GAS: CPUC & Committee Calls for Re-Solicitation of Votes
PACIFICARE: Names Sharon as Garrett New EVP, Enterprise Services
PACIFICARE: A.M. Best Affirms Units' B++ Fin'l Strength Ratings
PERKINELMER INC: Commences Tender Offer for 6.80% Notes Due 2005

PETROLEUM GEO-SERVICES: Fitch Junks Senior Unsecured Debt Rating
POLAROID CORP: Obtains Third Extension of Lease Decision Period
QWEST CAPITAL: S&P Further Junks Ratings on Two Related Deals
RENAISSANCE HEALTH: Fitch Drops Financial Strength Rating to D
RATEXCHANGE: Enters Deal to Restructure $6-Mil. Convertible Note

REUNION INDUSTRIES: Auditors Doubt Ability to Continue Operation
R.H. DONNELLEY: GS Capital Acquires $70-Mil. of Preferred Shares
R.H. DONNELLEY: Intends to Make Tender Offer for 9-1/8% Notes
R.H. DONNELLEY: Plans to Increase Debt Issuance to $925 Million
SPECTRASITE HOLDINGS: 5-Member Creditors' Committee Appointed

SUNBEAM CORP: S.D.N.Y. Court Confirms Plan of Reorganization
SUPRA TELECOM: Prevails Over BellSouth -- LENS Network Back On
SWEETHEART HOLDINGS: Weak Performance Spurs S&P's Junk Rating
TRANS ENERGY: HJ & Associates Expresses Going Concern Doubt
TRANSTEXAS GAS: Gets Okay to Pay Vendors' Prepetition Claims

TXU EUROPE: S&P Drops Credit Rating on Notes to Default Level
UNIFORET INC: US Noteholders-Creditors Accept Amended CCAA Plan
UNITED STATIONERS: Elects Richard Gochnauer as President & CEO
US AIRWAYS: Will Furlough 2,500 More Employees within Q1 2003
US AIRWAYS: State Street Obtains Approval to Consolidate Claims

U.S. INDUSTRIES: Successfully Completes Debt Restructuring Plan
US UNWIRED: S&P Junks Ratings Due to Planned Covenant Concerns
USG CORP: Keeps Plan Filing Exclusivity Until March 1, 2003
VERITAS DGC: Posts Weaker Financial Results for October Quarter
VISUAL BIBLE: Narrows Net Capital Deficit to $1.5MM at Sept. 30

WAMU MORTGAGE: Fitch Rates 2 P-T Cert. Classes at Low-B Level
WILLIAMS GAS: S&P Withdraws B+ Rating Due to Insufficient Info
WORLDCOM INC: Seeks Approval to Sign-Up PwC as Special Advisors
W.R. GRACE: Wants to Complete 1995 Lot Sale to Peabody Dev't
XCEL ENERGY: Says NRG Involuntary Petition Has No Effect

* Meetings, Conferences and Seminars

                          *********

ABRAXAS PETROLEUM: S&P Withdraws CC Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CC' corporate
credit rating on Abraxas Petroleum Corp. In addition, the
ratings on Abraxas' $63.5 million first lien notes and $191
million second lien notes were also withdrawn.


ACCEPTANCE INSURANCE: Fitch Further Junks Long-Term Rating to C
---------------------------------------------------------------
Fitch Ratings announced that it has downgraded the long-term
issuer rating of Acceptance Insurance Companies Inc., to 'C'
from 'CC' following the announcement that the Nebraska
Department of Insurance had issued an Order of Supervision to
Acceptance's crop insurance subsidiary, American Growers
Insurance Company. Fitch also affirmed its 'C' rating of the
$94.875 million trust preferred stock (due 2027) issued by
another of Acceptance's subsidiaries, AICI Capital Trust.

The Order of Supervision was issued after the proposed sale of
certain crop insurance assets to Rain and Hail L.L.C., was
called off because the USDA Risk Management Agency would 'not
allow the transaction as set forth in the terms of the Non-
Binding Letter of Intent'.

               Entity/Issue/Type Action Rating

             Acceptance Insurance Companies Inc.

      -- Long-term issuer rating/Downgrade/ 'C'.

                    AICI Capital Trust

      -- Trust Preferred rating/Affirm/ 'C'.


AHEAD COMMS: Gets Final Approval of Ableco/Foothill DIP Facility
----------------------------------------------------------------
Ahead Communications Systems, Inc., and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Connecticut on a final basis continuing Debtor-
In-Possession Financing with Ableco Finance, LLC.  The Loans
will mature and be due and payable on December 31, 2002.

Effective October 1, 2002, the Debtor is require to make weekly
payments to Foothill Capital Corp., in the amount of $25,000 --
an amount equal to the net proceeds received from the product
shipped on account of the purchase order from Circumsuvia, S.A.,
including payments to Microboard Processing, Inc., and
applicable sales commissions.

The Debtor, Foothill and Ableco further agree that the Debtor
can use cash collateral (including proceeds drawn from the DIP
Note) to pay the Debtor's President, Anton Kaeslin, a bonus
based upon the prepetition Employment Agreement, in an amount
not to exceed $100,000 which, as September 30, 2002, equals
$64,000.

Ahead Communication Systems, Inc., designs and produce robust
broadband networking systems for private and public networking
environments.  The Company filed for chapter 11 bankruptcy
protection on February 07, 2002.  Craig Lifland, Esq., at
Zeisler and Zeisler represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $21,071,000 in assets and $23,310,000 in
debts.


AIR CANADA: Fails to Comply with Nasdaq Listing Requirements
------------------------------------------------------------
Air Canada confirmed that it has received written notification
from The Nasdaq National Market that its Class A Non-Voting
Common Shares had closed at less than USD $3.00 per share over
the previous 30 consecutive trading days and as a result did not
comply with Marketplace Rule 4450(b)(4). Consequently, in
accordance with Marketplace Rule 4450(e)(2), Air Canada's Class
A Non-Voting Common Shares will be delisted from The Nasdaq
National Market at the opening of business December 3, 2002. Air
Canada's Common Shares (Symbol: AC) and Class A Non-Voting
Common Shares (Symbol: AC.A) will continue to be listed on the
Toronto Stock Exchange, and all shareholders including U.S.
shareholders will continue to be able to trade shares using the
facilities of the Toronto Stock Exchange.

At September 30, 2002, Air Canada's balance sheet shows a total
shareholders' equity deficit of about $1.5 billion.

Air Canada's 10.25% bonds due 2011 (AIRC11CAN1) are trading at
around 50 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for real-time bond pricing.


AMCARE HEALTH: Fitch Cuts Insurer's Fin'l Strength Rating to D
--------------------------------------------------------------
Fitch Ratings has lowered its quantitative insurer financial
strength ratings of Amcare Health Plans of Texas Inc., and
Amcare Health Plan of Oklahoma Inc., to 'D' from 'CCCq'.

Amcare of TX was placed under conservatorship on September 27,
2002 by the Texas Department of Insurance. The company reported
$118 million of premiums in 2001 and statutory capital of $2.9
million at December 31, 2001.

Amcare of OK lost its HMO license effective September 1, 2002
and was subsequently taken over by the Oklahoma State Department
of Health. The company reported $42 million of premiums in 2001
and statutory capital of $814,154 at December 31, 2001.

                       Rating Actions

   * Amcare Health Plans of Texas Inc. (TX) / 'D'.

   * Amcare Health Plans of Oklahoma Inc. (OK) / 'D'.


ANC RENTAL: Consolidating Operations at San Francisco Airport
-------------------------------------------------------------
To secure significant cost savings at the San Francisco Airport
in San Francisco, California, ANC Rental Corporation and its
debtor-affiliates seek the Court's authority to:

-- reject the December 8, 1998 National Concession Agreement and
   National Lease, and

-- assume the December 8, 1998 Alamo Concession Agreement and
   the Alamo Lease and assign them to ANC Rental Corp.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP, in
Wilmington, Delaware, relates that none of the agreements
prohibit the operation of two brand names by a single
concessionaire.

Mr. Packel contends that the move for consolidation is warranted
because it will result in $9,069,000 annual savings to the
Debtors.  In addition, the Debtors will be able to take
advantage of the efficiencies resulting from the operation of
two brands out of a single location. (ANC Rental Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


APPLIEDTHEORY: Court Extends Exclusive Period to February 11
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, AppliedTheory Corporation and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gives the Debtors, until February 11, 2003, the exclusive right
to file their plan of reorganization and until April 13, 2003,
to solicit acceptances of that Plan from their creditors.

AppliedTheory Corporation provides internet service for business
and government, including direct internet connectivity, internet
integration, web hosting and management service. The Company
filed for chapter 11 protection on April 17, 2002. Joshua Joseph
Angel, Esq., and Leonard H. Gerson, Esq., at Angel & Frankel,
P.C., represent the Debtors in their restructuring efforts. When
the Company filed for protection from its creditors, it listed
$81,866,000 in total assets and $84,128,000 in total debts.


AURORA FOODS: Appoints Thomas M. Hudgins to Board of Directors
--------------------------------------------------------------
Aurora Foods Inc., (NYSE: AOR) a producer and marketer of
leading food brands, announced that it has named Thomas M.
Hudgins to the Company's Board of Directors.

Mr. Hudgins joins Aurora's Board after retiring from a thirty-
five year career with Ernst & Young LLP.  As one of Ernst &
Young's partners, Mr. Hudgins served multi-national client
companies and held numerous management positions at the firm.  
From 1993 to 1998, he served as managing partner of Ernst &
Young's New York office, overseeing approximately 1,200 audit
and tax professionals and staff personnel.  Mr. Hudgins also was
the partner in charge of the firm's New York financial services
practice for four years and a member of Ernst & Young's
international executive committee for its global financial
services practice.

"Tom is a proven executive with impeccable credentials," said
Dale F. Morrison, Chairman and Chief Executive Officer of
Aurora.  "He is a valuable addition to our Board and will
greatly enhance our ongoing efforts to execute our business
plan."

Mr. Hudgins is a member of the New York Enterprise Foundation's
advisory board.  He received a BS in Mathematics from Davidson
College and an MBA from Harvard University.

Aurora Foods Inc., based in St. Louis, Missouri, is a producer
and marketer of leading food brands including Duncan Hines(R)
baking mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country
Kitchen(R) syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs.
Paul's(R) frozen seafood; Aunt Jemima(R) frozen breakfast
products; Celeste(R) frozen pizza and Chef's Choice(R)
skillet meals.  More information about Aurora may be found on
the Company's Web site at http://www.aurorafoods.com

                         *    *    *

As reported in Troubled Company Reporter's October 31, 2002
edition, Standard & Poor's affirmed its single-'B'-minus long-
term corporate credit rating on packaged foods manufacturer
Aurora Foods Inc., and at the same time affirmed Aurora's
single-'B'- minus bank loan rating and triple-'C' subordinated
debt rating. The ratings are removed from CreditWatch where they
were placed on May 16, 2002.

The outlook is negative. Total rated debt was $1.1 billion as of
June 30, 2002.


BABCOCK & WILCOX: Court Fixes January 15 Special Claims Bar Date
----------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Louisiana, January 15, 2003, is fixed as the last date for
creditors of Babcock & Wilcox Company and its debtor-affiliates
to file certain proofs of claims against the Debtors and their
estate, or be forever barred from asserting those claims.

All proofs of claims must be received before 5:00 p.m. Central
Time on Jan. 15. Claims must be addressed, if mailed, to:

       Claims Agent
       Re: Babcock & Wilcox
       P.O. Box 9495
       Minneapolis, MN 55440-9495

If hand-delivered, to:

       Claims Agent
       Re: Babcock & Wilcox
       9555 James Avenue South
       Bloomington, MN 55431

Proofs of claims need not be filed if they are on account of:

   A. claims already correctly filed against any of the Debtors;
  
   B. claims subject to the Asbestos & Apollo/Parks Township Bar
      Date Order or the Settled Asbestos Claims Bar Date Order;
   
   C. Claims already paid in full by the Debtors;

   D. Claims not listed as "disputed," "contingent," or
      "unliquidated,";

   E. Claims previously allowed by an Order of the Court;
  
   F. Claims by an affiliate of a Debtor;

   G. Claims constituting cost or expense of administration of
      the Debtors' bankruptcy cases;

   H. Claims arising under the Debtors' workers compensation
      policies and programs;

   I. Claim for retiree benefits;

   J. Claims by governmental units;

   K. Claim arising from Warranty Obligations of the Debtors;

   L. Claims of Sureties; or

   M. Claims arising out of agreements for the settlement of
      contract claims.

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000. Jan Marie
Hayden, Esq., at Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the debtors in their restructuring efforts.


BAM! ENTERTAINMENT: Implements Additional Restructuring Actions
---------------------------------------------------------------
BAM! Entertainment, Inc., (Nasdaq: BFUN) a developer and
publisher of interactive entertainment software, has implemented
additional restructuring efforts.  The proposed restructuring
was first announced during the company's quarterly conference
call less than two weeks ago.  The company's refined publishing
strategy, which concentrates on family entertainment products
and a more selective approach to titles focused at "hard core"
gamers, is targeted at both reducing fixed costs and returning
BAM! to profitability.  

Including several initiatives referenced in its recent review of
the quarter ended September 30,2002, the company indicated that
effective immediately it has:

     -- Decreased staffing at its San Jose headquarters by 25%;

     -- Accelerated inventory write downs, especially for
        portable gaming systems;

     -- Signed an initial deal memorandum providing for the sale
        of the assets of its London-based development studio to
        U.K. developer VIS entertainment Plc, thus exiting the
        business of internal product development;

     -- Accelerated the development amortization on selected
        future projects resulting in additional one-time
        amortization costs of $2.3 million in the quarter ended
        September 30, 2002;

     -- Reduced staffing in its offices in England by 70%
        including the disposition of its internal development
        studio;

     -- Reserved 100% of its Kmart pre-bankruptcy receivable
        balance;

     -- Terminated the development of additional non-core
        products.

In addition to streamlining its global staffing by half, the
company announced that key executives have volunteered to reduce
their cash compensation by as much as 50% in consideration for
common stock options to be granted at current market prices.  
Included among those executives are the company's chairman, vice
chairman, CEO, president, and general manager.

"These are difficult decisions on both a personal and
professional level, but they are needed to ensure the long term
health of the company," said Ray Musci, CEO, BAM! Entertainment.  
"We are moving swiftly and decisively to improve operating
efficiencies, cash flow, and resource utilization and are
focused solely on delivering profitability."

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc., is a developer, publisher and marketer of
interactive entertainment software.  The company develops,
obtains, or licenses properties from a wide variety of sources,
including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers.  The company's common stock is publicly
traded on NASDAQ under the symbol BFUN.  More information about
BAM! and its products can be found at the company's Web site
located at http://www.bam4fun.com

                            *   *   *

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

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

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


BAYOU STEEL: Missed Payments Prompt S&P to Drop Rating to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
minimill steel producer Bayou Steel Corp., to 'D' from triple-
'c'-plus.

"The downgrade follows the company's announcement that it had
missed its missed its November 15, $5.7 million interest payment
on its $120 million first mortgage notes", said Standard &
Poor's credit analyst Paul Vastola. "Standard & Poor's deems it
unlikely that the company will make the interest payment before
the end of the grace period".

LaPlace, Louisiana-based Bayou, has realized recurring losses as
a result of persistently challenging conditions in its markets,
which has impaired its liquidity and prohibited it from making
the interest payment.


BETTER MINERALS: S&P Junks Credit Rating over Liquidity Decline
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Better Minerals & Aggregates Co., to 'CCC+' from 'B+'
as a result of an unexpected decline in liquidity, expected
covenant violations, weak performance in its aggregates
business, and increasing silica product liability claims.

The Berkeley Springs, West Virginia company has about $308
million in debt outstanding. The current outlook is negative.

"Liquidity has deteriorated faster than expected to $6.4 million
as of Sept. 30, 2002", said Standard & Poor's credit analyst
Dominick D'Ascoli. "Standard & Poor's had expected liquidity to
improve from the June 30, 2002 balance of $10.6 million because
of the seasonal nature of the business that would have led to
improved earnings in the aggregates business and an improvement
in liquidity. However, operating losses in the aggregates
business have caused liquidity to fall below expectations".
Although Standard & Poor's expects working capital to contract
in the fourth quarter, improving liquidity, the seasonal
weakness in the first quarter combined with capital
expenditures, term loan amortization of $2.6 million, and a $10
million subordinated note interest payment on March 15, 2003,
will result in limited liquidity, heightening the likelihood of
a default.


BUDGET GROUP: Court Okays King & Spalding as Antitrust Counsel
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained permission
from the Court to employ and retain King & Spalding as its
special antitrust, corporate and securities counsel in
connection with these Chapter 11 cases pursuant to Section
327(e) of the Bankruptcy Code.

The Debtors anticipate that King will draw on its extensive
experience with antitrust matters and will provide legal,
litigation and transactional support required by the Debtors
concerning various issues, including:

A. Advising with respect to state, national and international
    antitrust matters;

B. Advising and representing the Debtors with respect to certain
    litigation and regulatory matters; and

C. Advising and representing the Debtors in general corporate,
    securities and corporate finance matters.

King will charge the Debtors for its legal services on an hourly
basis and seek reimbursement for all costs and expenses incurred
in connection with these cases.  King's hourly billing rates
currently range from:

        Attorneys                 $135 - $650
        Paraprofessionals          $74 - $160

These hourly rates are subject to an annual adjustment on
January 1 of each year. (Budget Group Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1) are trading
at 19 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for  
real-time bond pricing.


CALPINE CORP: Reports Decreased Net Income for September Quarter
----------------------------------------------------------------
Calpine Corporation, a Delaware corporation, and subsidiaries is
engaged in the generation of electricity in the United States,
Canada and the United Kingdom.  The Company is involved in the
development, acquisition, ownership and operation of power
generation facilities and the sale of electricity and its by-
product, thermal energy, primarily in the form of steam.  The
Company has ownership interests in and operates gas-fired power
generation and cogeneration facilities, gas fields, gathering
systems and gas pipelines, geothermal steam fields and
geothermal power generation facilities in the United States.  In
Canada, the Company owns power facilities and oil and gas
operations.  In the United Kingdom, the Company owns a gas-fired
power cogeneration  facility.  Each of the generation  
facilities produces and markets electricity for sale to
utilities and other third party purchasers. Thermal energy
produced by the gas-fired power cogeneration facilities is
primarily sold to industrial users. Gas produced and not
physically delivered to the Company's generating plants is sold
to third parties.  

In October 2002 the Company completed the sale of substantially
all of its British Columbia oil and gas properties to Calgary,
Alberta-based Pengrowth Corporation for gross proceeds of
approximately Cdn$387.5 million (US$243.7 million).  Of the
total consideration, the Company received US$155.3 million in
cash. The remaining US$88.4 million was paid by Pengrowth
Corporation's purchase in the open market (for an aggregate
purchase price of US$88.4 million) and delivery to the Company
of US$203.2 million in aggregate principal amount of the
Company's debt securities.  As a result of the transaction, the
Company will record a US$41.5 million pre-tax gain on the sale
of the properties before any gains on the repurchase of debt.
The Company used approximately US$50.4 million of proceeds to
repay amounts outstanding under its US$1.0 billion term loan.

Revenue for the nine months ended September 30, 2002, increased
to $5,586.7 million, compared to $5,304.8 million for the same
period in 2001.

Electric generation and marketing revenue increased by $311.0
million to $4,796.4 million in 2002 compared to $4,485.4 million
in 2001.  Sales of purchased power decreased by $153.9 million
due to lower power prices and industry-wide credit restrictions
on risk management activities in 2002, which has resulted in a
lower volume of hedging and optimization activity. Electricity
and steam sales increased by $465.0 million due to the Company's
growing portfolio of power plants.  Generation increased 87%,
but average pricing dropped to moderate revenue growth.  
Calpine's revenue for the period ended September 30, 2002,
includes the consolidated results of additional facilities that
it completed construction on subsequent to September 30, 2001.

Oil and gas production and marketing revenue increased to $755.7
million in 2002 compared to $652.7  million in 2001.  The
increase is primarily due to a $253.3 million increase in the
sales of purchased gas offset by a $150.4 million decrease in
oil and gas sales to third parties because of much lower  
average natural gas pricing in 2002 and increased internal
consumption.

Trading revenue, net, decreased from $129.2 million in 2001 to
$9.3 million in 2002. In the nine months ended September 30,
2001, Calpine recognized a significant market-to-market gain
from power contracts in a market area where it did not have
generation assets.  Due to lower power prices and industry-wide  
credit restrictions on risk management and trading activities in
2002, such opportunities and other  trading activities have been
greatly restricted.

Calpine's net income for the three months ended September 30,
2002 was $161,347 as compared to $320,799, the net income for
the same three months of 2001.  For the nine months ended
September 30, 2002 Calpine's net income was $159,596, as
compared to $548,127, the net income for the nine months ended
September 30, 2001.

As a result of the significant contraction in the availability
of capital for participants in the energy sector, access to
capital for many in the sector, including the Company, has been
restricted.  While it was able earlier in the year to access the
capital and bank credit markets, the terms of financing  
available to Calpine now and in the future may not be attractive
and the timing of the availability of  capital is uncertain and
is dependent, in part, on market conditions that are difficult
to predict and are outside of Company control.  On April 30,
2002, Calpine completed a public offering of common stock of 66
million shares and priced the offering at $11.50 per share. The
proceeds after underwriting fees totaled $734.3 million.  The
proceeds from the offering were used to repay debt and for
general corporate purposes.

Because of the significant capital requirements within the
industry, debt financing is often needed to fund growth.  
Calpine has used three primary forms of debt: (1) long-term
senior notes and related instruments, including the Convertible
Senior Notes Due 2006; (2) construction/project financing; and
(3) revolving credit and term loan agreements.  Its senior notes
and related instruments bear fixed interest rates and are
generally used to fund acquisitions, replace construction
financing for power plants once they achieve commercial
operations, and for general corporate purposes.  Its
construction/project financing is primarily through two separate
credit agreements, Calpine Construction Finance Company L.P.,
and Calpine Construction Finance Company II, LLC.  Borrowings
under these credit agreements bear variable interest rates, and
are used exclusively to fund the construction of its power
plants.  Its revolving credit and term loan facilities bear
variable interest rates and are used for general corporate
purposes.

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

                           *   *   *

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

Calpine Corp.'s 10.50% bonds due 2006 (CPN06USR2), DebtTraders
reports, are trading at about 46 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for  
real-time bond pricing.


CAMPBELL SOUP: Declares Quarterly Dividend on Capital Share
-----------------------------------------------------------
Campbell Soup Company (NYSE:CPB) announced that the Company's
Board of Directors declared a regular quarterly dividend on its
capital stock of $.1575 per share. The dividend is payable
January 31, 2003 to shareowners of record at the close of
business on January 3, 2003.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more
than 20 market-leading businesses each with more than $100
million in sales. They include "Campbell's" soups worldwide,
"Erasco" soups in Germany and "Liebig" soups in France,
"Pepperidge Farm" cookies and crackers, "V8" vegetable juices,
"V8 Splash" juice beverages, "Pace" Mexican sauces, "Prego"
pasta sauces, "Franco-American" canned pastas and gravies,
"Swanson" broths, "Homepride" sauces in the United Kingdom,
"Arnott's" biscuits in Australia and "Godiva" chocolates around
the world. The company also owns dry soup and sauce businesses
in Europe under the "Batchelors," "Oxo," "Lesieur," "Royco,"
"Liebig," "Heisse Tasse," "Bla Band" and "McDonnells" brands.
The company is ably supported by 25,000 employees worldwide. For
more information on the company, visit Campbell's Web site on
the Internet at http://www.campbellsoup.com

                          *   *   *

Campbell Soup's July 28, 2002 balance sheet shows a working
capital deficit of about $1.4 billion.  Campbell Soup is
insolvent with a shareholder deficit topping $100 million.
Campbell Soup has $900 million of bond debt coming due
this year and next.  The notes evidencing those obligations
trade slightly above par.  Campbell Soup common stock trades
north of $20 per share.


COMDIAL CORP: Board Approves 1-for-15 Reverse Stock Split
---------------------------------------------------------
Comdial Corporation (OTC: CMDL), a leading provider of
integrated telecommunications solutions, announced its Board of
Directors has approved a one-for-fifteen reverse stock split.  
This reverse stock split was previously approved by the
Company's stockholders at a special meeting in August 2002.

Every fifteen shares of Comdial common stock will convert into
one share on the effective date of the split.  Fractional shares
will be rounded up. The reverse stock split is scheduled to
become effective as of the opening of business on November 26,
2002 and will reduce the total number of fully diluted shares of
common stock, including the outstanding stock of the Company as
well as shares reserved for unexercised stock options and
warrants issued in connection with the recently completed
financial restructuring of the Company, from approximately 153.5
million to approximately 10.2 million.  The par value for the
common stock will remain at $.01 per share and the number of
authorized shares of common stock will remain at 500,000,000.

Beginning November 26, Comdial's stock will trade under the
symbol CMDZ. Comdial's stock is currently traded in the "Pink
Sheets."

Nick Branica, Comdial's president and chief executive officer
said, "We view the reverse stock split as an important part of
our overall plan to improve shareholder value. With a higher
stock price and our financial restructuring completed, we
believe we have increased the attractiveness of Comdial as an
investment."

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

                           *   *   *

                       Debt Restructuring

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


COMDISCO INC: Angelo Gordon & Co. Discloses 6.14% Equity Stake
--------------------------------------------------------------
Angelo, Gordon & Co., LP, a Delaware Limited Partnership,
discloses in a regulatory filing with the Securities and
Exchange Commission that it holds an approximate 6.14% equity
stake in Reorganized Comdisco.  Angelo is a broker-dealer
registered under Section 15 of the Securities and Exchange Act
of 1934 and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.

                                      Shares           Equity
Shareholder                          Owned            Stake
-----------                          ------           ------
Angelo, Gordon & Co., LP             257,968           6.14%

John M. Angelo                       257,968           6.14%

Michael L. Gordon                    257,968           6.14%
(Comdisco Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CRESCENT REAL: Strikes Additional Exchange Deal with Rainwater
--------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) has entered
into an additional exchange transaction with its largest
shareholder and chairman, Richard E. Rainwater, in which
Mr. Rainwater exchanged 1,055,000 of his Crescent common shares
for 527,500 Partnership Units of the Company's operating
partnership, Crescent Real Estate Equities Limited Partnership.

Each Partnership Unit can be exchanged for two common shares.
Mr. Rainwater purchased the majority of these shares, or
approximately 950,000, in the open market from November 14
through November 20, 2002. The exchange transaction alone does
not change Mr. Rainwater's beneficial ownership interest in the
Company (giving effect to his ownership of units), which
currently stands at 14.0%. However, his beneficial ownership
interest is up from 13.4% as of September 30, 2002 due to recent
purchase activity. Based on common share ownership, Mr.
Rainwater's interest remains below the 9.5% limit as provided in
the Company's charter.

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the
nation. Through its subsidiaries and joint ventures, Crescent
owns and manages a portfolio of 73 premier office properties
totaling 28.5 million square feet located primarily in the
Southwestern United States, with major concentrations in Dallas,
Houston, Austin and Denver. In addition, the company has
investments in world-class resorts and spas and upscale
residential developments.

                         *    *    *

As reported in the April 3, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed its ratings on Crescent
Real Estate Equities Co., and Crescent Real Estate Equities
L.P., and removed them from CreditWatch, where they were placed
on Jan. 23, 2002.  The outlook remains negative.

       Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
   Corporate credit rating          BB            BB/Watch Neg
   $200 million 6-3/4%
      preferred stock               B             B/Watch Neg
   $1.5 billion mixed shelf  prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating          BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002      B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007      B+            B+/Watch Neg


DESA HOLDINGS: Gets Court Nod to Sign-Up Hilco as Appraisers
------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliate sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to employ and retain Hilco Appraisal
Services, LLC and Hilco Receivables, LLC as their appraisers.  
The Debtors need Hilco to appraise inventory, machinery and
equipment, and account receivable in their Chapter 11 cases.

The Debtors tell the Court that Hisco's services are necessary
to maximize the value of their estates and to reorganize
successfully.  Hilco's services will minimize the need for
potential purchasers to conduct their own asset appraisals
before the closing of a sale and avoid jeopardizing the closing
date of any sale.

Hilco will provide such appraisal services as Hilco and the
Debtors shall deem appropriate and feasible in order to assist
the Debtors in the course of these Chapter 11 cases, including:

  (a) Hilco Appraisal shall:

       i) Provide to the Debtors' prospective buyers a
          projection of Net and Gross liquidation value of the
          Inventory based upon both an Orderly Liquidation Value
          and a Forced Liquidation Value and a Forced
          Liquidation Value scenario.

      ii) Provide the Debtors' prospective buyers with a
          detailed Net Orderly Liquidation Value appraisal for
          certain of the Debtors' mach8inery and equipment.

  (b) Hilco Receivables shall:

       i) Perform an evaluation of the net realizable value of
          the Debtors' Accounts Receivable based upon the
          expected ultimate net cash collections of the
          outstanding Accounts Receivable. The ultimate net
          collections will include gross collections over the
          expected life span of the receivable less the cost
          associated with collecting the receivables.

      ii) Perform a due diligence review of the Debtors'
          collections systems and recovery methods in order to
          assess the net realizable value of the Accounts
          Receivable.

     iii) Provide a written report summarizing the finding from
          the due diligence and evaluation.

Hilco will receive $60,000 plus reimbursement of out-of-pocket
expenses under an Inventory and Machinery and Equipment
Appraisal Agreement.  Hilco's fee for the services under the
Accounts Receivable Appraisal Agreement is $20,000.

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.


D.R. HORTON: Fitch Assigns BB+ to $215 Million 7.5% Senior Notes
----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to D.R. Horton, Inc.'s
(NYSE: DHI) $215 million 7.5% senior notes due 2007. The Rating
Outlook is Stable. The issue will be ranked on a pari passu
basis with all other senior unsecured debt, including D.R.
Horton's $805 million unsecured bank credit facility. Proceeds
from the new debt issue will be used to repay indebtedness
outstanding under its revolving credit facility. The new issue
has more favorable rates and attractive maturity relative to the
debt it would replace. Fitch remains comfortable with D.R.
Horton's stated debt to capital target of 49% or less by the end
of 2003.

Ratings for D. R. Horton are based on the company's above
average growth during the recent economic expansion, execution
of its business model, steady capital structure and geographic
and product line diversity. The company has been an active
consolidator in the homebuilding industry which has kept debt
levels a bit higher than its peers. But management has also
exhibited an ability to quickly and successfully integrate its
many acquisitions. During fiscal 2002 the company completed its
largest acquisition in absolute size (Schuler Homes) and is
unlikely to make additional acquisitions over the coming twelve
months. Risk factors include the inherent (although somewhat
tempered) cyclicality of the homebuilding industry. The ratings
also manifest the company's aggressive, yet controlled growth
strategy, moderate bias towards owned as opposed to optioned
land and its relatively heavy speculative building activity
(which has lessened of late).

D.R. Horton has expanded EBITDA margins over the past several
years on healthy price increases, volume improvements and steady
operating expense ratios and has produced record levels of home
closings, orders and backlog in excess of expectations for this
unprecedented lengthy upswing in the housing cycle. The
homebuilding EBITDA margin has increased from 9.5% in 1997 to
12.6% in 2001 and was 11.9% for fiscal 2002, despite the
purchase accounting associated with Schuler Homes which was
acquired in February of 2002. Although the company has benefited
from strong economic conditions, a degree of margin enhancement
is also attributable to broadened new product offerings. In
addition, margins have benefited from purchasing, access to
capital and other scale economies that have been captured by the
large national homebuilders in relation to smaller builders.
These economies, greater geographic diversification (than in the
past), consistency of performance over an extended period of
time, low cost operating structure and a return-on-capital focus
provide the framework to soften the margin impact of declining
market conditions when they occur. During the past five years
acquisitions have accounted for half of D.R. Horton's growth.
That pattern is expected to continue in the future.

D.R. Horton's inventory consistently has been 1.6x to 1.8x
homebuilder debt. The company's inventory turns are a bit low
relative to its peers, reflecting some bias towards owned lots.
As of 9/30/02 53% of its 151,000 lot supply was owned with the
balance controlled through options. Total lots owned and
controlled represent a 4.8 year supply based on current
production rates and a 4.3 year supply based on management's
public guidance of 35,000 home deliveries forecast for fiscal
2003.

The homebuilding debt-to-capital ratio pretty consistently
declined from 61.0% at the end of 1998 to 52.0% at the end of
fiscal 2002. Homebuilding debt (net of unrestricted cash)
divided by total capital was 51.3% at the close of fiscal 2002.
The company's debt-to-EBITDA ratio remains somewhat high
relative to its peers. However, absent major acquisitions and
given high cash flow trends, D.R. Horton's leverage ratios are
likely to decline.


ENCOMPASS SERVICES: Wants Access to $60MM DIP Bonding Facility
--------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, tells Judge Greendyke that Encompass Services
Corporation and its debtor-affiliates' ability to procure and
then perform under various construction contracts is entirely
dependent on their ability to secure payment, performance and
other bonds for the benefit of their customers.  Due to concerns
relating to the Debtors' creditworthiness, most of their
customers have increasingly demanded bonds for both new and
existing projects, which have previously been unbonded.  Many of
these customers have also threatened to terminate the Debtors
from existing projects if their requests are not satisfied.

The bonds required by the Debtors are issued by sureties, which
expose themselves to significant financial risk when they issue
a bond.  Mr. Perez explains that the bonding of a given project
typically involves the issuance of both:

      (i) a performance bond, which assures the project owner or
          general contractor of the performance of the bonded
          contract; and

     (ii) a payment bond, which assures the project owner or
          general contractor of the Debtors' payment of all
          subcontractors and materialmen for the goods and
          services provided to them in furtherance of the
          owner's project.

Because bonds are generally issued in the full face amount of
the contract and assure not only the payment but also the
performance of the Debtors' obligations, Mr. Perez says, a
surety is ordinarily exposed to liability, which may reach twice
the amount of the face value of the bond.

The Debtors' two principal sureties are:

    (1) Federal Insurance Company, a member of the Chubb Group
        of Insurance Companies; and

    (2) Liberty Mutual Insurance Company.

As of September 30, 2002, Chubb had issued $382,900,000 in bonds
-- some are outstanding bonds for work, which is currently in
process.  Liberty had also issued $126,100,000 in bonds -- a
portion of which are outstanding bonds for work that is
currently in process.

To minimize their potential loss exposure, Mr. Perez explains
that the Sureties have increased their collateral requirements
on existing bonded projects and have demanded letters of credit
or 100% cash collateral to secure requests for new bonding
capacity. Given these more stringent bonding requirements, the
Debtors have been able to obtain very limited new bid and
performance bonds over the last six weeks.  The Debtors estimate
that they have lost $275,000,000 in contracts due to an absence
of bonding capacity over that time period and that the revenue
losses will ultimately result in gross profit losses exceeding
$45,000,000 over the next 12 months.

To alleviate their bonding shortages, the Debtors negotiated a
Pledge Agreement with Chubb for prepetition financing.  Under
the Pledge Agreement, Chubb granted the Debtors access to
$20,000,000 in bonding capacity in exchange for a pledge of
$15,000,000 in cash and a $750,000 facility fee.

The Debtors and their two Sureties are also contemplating a
Total Bonding Facility, under which:

    -- Chubb would provide $400,000,000 in post-confirmation
       bonding capacity, inclusive of all prepetition and any
       postpetition capacity it provided; and

    -- Liberty would provide $100,000,000 in post-confirmation
       bonding capacity, inclusive of any postpetition capacity
       it provided.

                     The DIP Bonding Facility

As part and parcel of the Total Bonding Facilities, the Sureties
agree to provide the Debtors with postpetition bonding capacity.
They will extend the Debtors' aggregate bonding capacity to
$60,000,000:

    * Chubb would provide $50,000,000 in postpetition bonding
      capacity, less the amounts drawn under the Prepetition
      Pledge Agreement; and

    * Liberty would provide $10,000,000 in postpetition bonding
      Capacity.

However, if the Sureties elect to provide the Debtors with more
than $60,000,000 in availability under the DIP Bonding Facility,
the excess bonding availability will be subject to the
provisions of any order approving the DIP Bonding Facility.  
Pursuant to the DIP Bonding Facility, the Sureties will provide
the $60,000,000 bonding capacity without any additional cash
collateral or other security requirements.  The Debtors may
utilize the proceeds of the DIP Bonding Facility for their
working capital requirements other than bonding-related
expenditures.

In exchange for the agreement, the Sureties require the Debtors
to:

    -- obtain a DIP Financing Order that:

       (a) approves at least a $50,000,000 DIP Facility; and

       (b) contains a finding that the Sureties' rights in:

             (i) the collateral securing the Debtors'
                 prepetition bonded obligations; and

            (ii) the collateral securing the postpetition
                 obligations arising under the bonds issued
                 postpetition pursuant to the DIP Bonding
                 Facility;

           are preserved, and will not be primed by, the rights,
           liens and security interests of the secured lenders;

    -- assume all bonded contracts and obligations, which are
       currently secured by bonds issued by either Chubb or
       Liberty;

    -- pay Chubb a $600,000 DIP Facility fee; and

    -- pay Liberty a $267,000 DIP Facility Fee.

Accordingly, the Debtors seek the Court's authority to enter
into the DIP Bonding Facility and to assume their Bonded
Contracts. (Encompass Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Selling Oneida Aircraft to First Tennessee for $9.4M
----------------------------------------------------------------
Enron Corp. seeks the Court's authority to consent to the sale
of a Raytheon Hawker 800XP aircraft, in accordance with the
terms and conditions of a Purchase Agreement between Oneida
Leasing, Inc., and First Tennessee Equipment Finance
Corporation.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Oneida, a non-debtor affiliate of Enron, has
been engaged in the business of leasing certain assets,
including the Aircraft.  Currently, in addition to some cash,
the Aircraft is the only remaining substantial physical asset of
Oneida. Oneida owns all of the rights, title and interest in and
to the Aircraft.

Consistent with their desire to divest themselves of assets
unrelated to its core operation, Enron and Oneida determined
that it was in their best interests to market and sell the
Aircraft. Accordingly, Enron engaged JB&A Aviation as broker
since June 2002.  The Aircraft has been listed in three trade
publications and three Internet sites.

The listing resulted in three written bids.  However, two
bidders withdrew their offers, leaving only the $9,400,000 bid
of First Tennessee for consideration.  Enron immediately
commenced negotiation with First Tennessee for the Purchase
Agreement.

Under the finalized Purchase Agreement, Oneida will sell to
First Tennessee the Aircraft and its related property including:

  (a) the airframe with manufacturer's serial number 258467 and
      Federal Aviation Administration registration number N5732;

  (b) two Garrett model TFE 731-5BR engines bearing
      manufacturer serial numbers P107466 and P107488;

  (c) all records, logs, manuals, technical data, maintenance
      records and other materials and documents that relate to
      the operation of the Aircraft, which are:

      -- required to be maintained by the FAA; or

      -- in the possession of Oneida on the Closing Date or
         from time to time thereafter; and

  (d) all parts including a towbar/head, jacks, Hawker brake
      drive fixture, Hawker axlejack, fly away kit, four to six-
      man life raft, main battery, o/h brake assembly, main
      tires, coffee pot parts, maintenance, wiring manuals and
      rep CD ROM.

The salient terms of the Purchase Agreement are:

1. Purchase Price.  $9,400,000;

2. Deposit Escrow.

  (a) First Tennessee will deliver to and deposit in trust with
      Federal Aviation Title and Guaranty Company $500,000,
      pursuant to an escrow agreement;

  (b) The Escrow Agent will promptly return the Deposit to
      First Tennessee on the earlier of:

      -- First Tennessee's termination of the Purchase
         Agreement for cause;

      -- entry of an order by the Bankruptcy Court approving
         the sale of the Aircraft to a third party; or

      -- First Tennessee's termination due to Oneida's
         incurable default;

  (c) First Tennessee will cause the Escrow Agent to, and the
      Escrow Agent will, deliver the Deposit to Oneida upon the
      earlier of:

      -- Oneida's termination of the Purchase Agreement due to
         First Tennessee's non-performance of its obligations
         under the Purchase Agreement;

      -- at the Closing of the sale to First Tennessee; or

      -- First Tennessee's termination of the Purchase
         Agreement without cause;

  (d) The Escrow Agent's escrow fees and charges will be shared
      equally by both parties;

3. Closing Date Payment.  At Closing, First Tennessee will:

   (a) pay and deliver to Oneida by wire transfer, the Purchase
       Price less the Deposit; and

   (b) instruct the Escrow Agent in writing to deliver the
       Deposit to Oneida.

   Any accrued interest on the Deposit will be returned to First
   Tennessee;

4. Closing.  The Closing will take place on the earlier of:

   (a) five business days after satisfaction or waiver of the
       conditions to Closing;

   (b) December 17, 2002; or

   (c) other date mutually agreed by the parties.

   All documents to be filed with the FAA on the Closing Date
   will be held in trust by Crowe & Dunlevy and filed on the
   parties' mutual agreement;

5. Oneida's Deliveries.  At Closing, Oneida will deliver to
   First Tennessee:

   (a) an FAA Aircraft Bill of Sale and Warranty Bill of Sale
       for the Aircraft;

   (b) an Assumption and Assignment Purchase Agreement, wherein
       Oneida assigns to First Tennessee, at no cost, all of its
       rights, title and interest in all non-expired
       manufacturer warranties and the maintenance service plan
       related to the Aircraft;

   (c) an Oneida certificate certifying:

       -- the matters set in the Purchase Agreement;

       -- resolutions duly adopted by Oneida's board of
          directors and stockholder approving the sale
          transaction; and

       -- as to the incumbency of Oneida's officers executing
          the Purchase Agreement and related documents;

   (d) a written opinion of Oneida's legal counsel, regarding
       the authorization and due execution of the Purchase
       Agreement and related documents;

   (e) other documents, instruments and writings required to be
       executed and delivered in order to effectuate the sale of
       the Aircraft; and

   (f) a Court approval of the sale of the Aircraft;

6. First Tennessee's Deliveries.  At Closing, First
   Tennessee will deliver, or cause to deliver to Oneida:

   (a) payment of the Purchase Price less the Deposit;

   (b) transfer of the Deposit to Oneida's account;

   (c) the duly executed Assignment Agreement;

   (d) other documents authorizing the purchase from First
       Tennessee's board of directors;

   (e) First Tennessee's legal counsel certifying the purchase
       authority;

   (f) a Tennessee Sales Tax Exemption Certificate, if
       applicable, with respect to the Aircraft;

   (g) other documents, instruments an writings required to
       effectuate the sale; and

   (h) payment of $4,500 for reimbursement of the cost to
       transport the Aircraft from the Inspection Location to
       the Delivery Location;

7. Closing Conditions.

   (a) Oneida's Closing Conditions:

       -- all of First Tennessee's representations and
          warranties made in the Purchase Agreement are true and
          correct in all material respects;

       -- First Tennessee has performed in all material respects
          all of its covenants and obligations under the
          Purchase Agreement; and

       -- the Bankruptcy Court Order approving the Sale;

   (b) First Tennessee's Closing Conditions:

       -- all of Oneida's representations and warranties made in
          the Purchase Agreement is true and correct in all
          material respects;

       -- Oneida has performed in all material respects all of
          its covenants and obligations under the Purchase
          Agreement;

       -- Bankruptcy Court approval of the Sale;

       -- First Tennessee has completed the Inspection and
          delivered the Acceptance Certificate;

       -- Oneida has delivered the Aircraft to First Tennessee;
          and

       -- Oneida has paid all 2002 personal property taxes
          ($100,000) owed to Harris County, Texas; and

8. Brokers.  Each party will be responsible for its own broker
   fees and related costs.  In connection with the sale, Oneida
   will pay $70,500 to its broker, JB&A Aviation.

Mr. Sosland explains that even though the sale does not directly
involve the property of the estate, the transactions affect
Enron's Chapter 11 estates in that Oneida is an indirect wholly
owned subsidiary of Enron and it is in Enron's best interest to
maximize the value of Oneida.  In addition, the Purchase
Agreement required an order from the Bankruptcy Court to close
the sale.

In any case, Mr. Sosland contends, the authority should be
granted under Sections 105(a) and 363(b) of the Bankruptcy Code
because:

    (a) the divesture of the Aircraft is appropriate and
        consistent with Enron's desire to return to its core
        operation;

    (b) the Aircraft is not integral to or contemplated to be
        part of Enron's reorganization;

    (c) the Purchase Agreement was negotiated at arm's length
        and represents fair market value for the Aircraft; and

    (d) the Aircraft has been marketed extensively.

Since there are no known liens encumbering the Aircraft, Enron
further asks Judge Gonzalez to approve the sale of the Aircraft
free and clear of all liens, claims and encumbrances, which
could have been asserted by a creditor, with the lien, if any,
to be transferred and attached to the net proceeds of the sale,
with the same validity and priority the lien had on the
Aircraft. (Enron Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


FAIRCHILD CORP: Tender Offer for 10.75% Notes Extended to Dec. 3
----------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) -- whose single-'B'
corporate credit rating has been placed by Standard & Poor's on
CreditWatch with developing implications -- has further extended
the expiration date for its tender offer with respect to its
10-3/4% Senior Subordinated Notes due 2009 to coincide with the
anticipated closing of Fairchild's sale of its fastener business
to Alcoa Inc (NYSE:AA). The tender offer and related consent
solicitation were announced on October 22, 2002.

The expiration date, which previously was 9:00 A.M., New York
City time, on November 25, 2002, after having been extended on
November 19, 2002, will now be 9:00 A.M., New York City time, on
December 3, 2002, unless further extended by Fairchild. As
previously announced, $225,000,000 (100%) of the notes have been
validly tendered and not withdrawn.

If the tendered notes are accepted for purchase, payment for
tendered notes and consents will occur promptly after the
expiration of the tender offer and concurrently with the closing
of the sale by Fairchild of its fastener business to Alcoa Inc.  
Consummation of the tender offer, and payment for tendered notes
and consents, is subject to the satisfaction or waiver of
various conditions, including the condition that the sale by
Fairchild of its fastener business to Alcoa Inc. be consummated.

Banc of America Securities LLC is the Dealer Manager and
Solicitation Agent for the tender offer and the consent
solicitation. Persons with questions regarding the tender offer
and consent solicitation should contact Banc of America
Securities LLC at 888/292-0070. The Information Agent is D.F.
King & Co., Inc.  Requests for tender offer and consent
solicitation materials should be directed to the Information
Agent at 800/207-3158.

The Fairchild Corporation is a leading worldwide manufacturer
and supplier of precision fastening systems used in the
construction and maintenance of commercial and military
aircraft, and a distributor of aerospace parts. Fairchild
Fasteners has manufacturing facilities, as well as sales/design
customer teams in the United States, Germany, France, the United
Kingdom, Portugal, Hungary, and Australia. Because of its unique
ability to serve customers worldwide from its manufacturing and
logistics businesses, Fairchild Fasteners offers the market the
most complete and innovative solutions to the delivery,
stocking, and dispensing of fasteners. Banner Aerospace, The
Fairchild Corporation's aerospace distribution segment, provides
aircraft parts and services. The Fairchild Corporation also owns
a significant real estate investment. Additional information is
available on The Fairchild Corporation Web site
http://www.fairchild.com


FOCAL COMMS: S&P Further Junks Corporate Credit Rating to CC
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated communications service provider Focal
Communications Corp., to 'CC' from 'CCC', and placed the rating
on CreditWatch with negative implications.

As of September 30, 2002, Chicago, Illinois-based Focal had
total debt outstanding of about $477 million, including about
$108 million of convertible notes.

"The downgrade reflects Focal's weak liquidity position and the
potential for debt restructuring in the near term as indicated
in the company's third quarter 2002 10-Q. The debt restructuring
would be in connection with resolving its covenant defaults
under its bank credit facility and equipment loan," said
Standard & Poor's credit analyst Rosemarie Kalinowski. During
the third quarter of 2002, Focal technically defaulted on these
facilities as a result of violating covenants related to revenue
and EBITDA.

Standard & Poor's also said that the CreditWatch listing
reflects that cash flow measures are anticipated to remain very
weak in the near term, and the potential for a Chapter 11
bankruptcy proceeding exists in the near term. Third quarter
2002 results were weaker than anticipated due to high line churn
in the wholesale business and continued pressure in the Internet
service provider segment.

Focal offers voice and data services to large enterprise and ISP
customers in 23 metropolitan markets.

During the third quarter of 2002, the company experienced a net
line reduction of 74,884, of which 56,130 were in the enterprise
segment and the remainder in the ISP segment. This compares to
about 57,000 lines and 64,000 lines disconnected in the second
and first quarters of 2002, respectively. The enterprise segment
represents about 65% of total revenue, while the ISP segment
represents about 35%.

Focal Communications CP's 12.125% bonds due 2008 (FCOM08USR1)
are trading at a penny on the dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FCOM08USR1
for real-time bond pricing.


FRIEDE GOLDMAN: Offshore Asset Sale Hearing Set for December 16
---------------------------------------------------------------
Friede Goldman Halter, Inc., (OTCBB: FGHLQ) announced that the
purchaser has completed financing arrangements for the sale of
its Friede Goldman Offshore division based in Pascagoula,
Mississippi. On November 15, Friede Goldman Halter, Inc.,
entered into a definitive contract to sell the assets of its
Offshore division to ACON Offshore Partners LP, a Delaware
limited partnership and an affiliate of ACON Investments, in a
transaction valued at approximately $61 million.

The sale hearing will take place in the United States Bankruptcy
Court for the Southern District of Mississippi, Southern
Division, on December 16, 2002. Court approval is expected, with
a year-end closing anticipated.

"The FGH Restructuring Committee of the Board of Directors has
worked diligently in concert with the Unsecured Creditors
Committee to secure this transaction," said Jack Stone,
principal, Glass & Associates, Inc. and chief restructuring
advisor to FGH. "The sale of the Offshore division represents a
determined effort by senior management, our loyal employees,
customers and suppliers to complete this process."

Friede Goldman Halter has been advised by ACON Investments that
ACON is an international private equity investment firm, which
manages investments in the United States, Europe and Latin
America. ACON's partnerships typically include sophisticated
institutional investors from the U.S., Europe and Latin America.
Among its activities, ACON is affiliated with Texas Pacific
Group. TPG manages over $5.7 billion worldwide. Friede Goldman
Halter is further informed that ACON typically utilizes a
thematic investment approach to identify investments at times of
inflection points and that ACON's investment philosophy is to
identify opportunities in industries with attractive dynamics
and to pursue those opportunities in partnership with
established management teams.

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


FRONTLINE CAPITAL: US Trustee Wants to Convert Case to Chapter 7
----------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region 2,
asks the U.S. Bankruptcy Court for the Southern District of New
York to convert the Chapter 11 case of Frontline Capital Group
to a Chapter 7 Liquidation Proceeding, or, in the alternative,
dismiss the Company's Chapter 11 case.

The UST asserts that the Debtor has breached its statutory and
fiduciary duty by failing to file operating reports in
accordance with the United States Trustee's Operating
Guidelines.  The debtor has not filed a single operating report
since the commencement of this case!  This failure has denied
creditors, the Court, and the United States Trustee fundamental
information regarding the debtor's financial condition.  That
failure has prevented the parties from monitoring the debtor's
financial performance and its prospects for reorganization, the
UST adds.

The UST submits that the Debtor's breach of its duty to file
operating reports constitutes cause for dismissal or conversion
of this Chapter 11 case to a Chapter 7 case.

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: Honoring Up to $5MM Under Prepetition Customer Programs
---------------------------------------------------------------
Judge Walrath gave permission to GenTek Inc., and its debtor-
affiliates to satisfy prepetition obligations arising from their
existing customer programs.  In a Final Order, Judge Walrath
emphasizes that the aggregate payments on account of those
customer programs must not exceed $5,000,000.

Judge Walrath also permits the Debtors to engage in other
ordinary course customer practices that they may deem necessary
and in the best interest of their estates and creditors. (GenTek
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Philadelphia Exchange Delists Options
------------------------------------------------------
The Philadelphia Stock Exchange sought and obtained permission
from the Securities and Exchange Commission, pursuant to Section
12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(c),
to strike from listing and registration on the Philadelphia
Stock Exchange the call and put option contracts issued by the
Options Clearing Corporation with respect to the Global Crossing
Ltd.'s securities.

Philadelphia Exchange Rule 1010 provides generally that,
whenever the Exchange determines that an underlying security
previously approved for option transactions on the Exchange
should no longer be approved, whether because it does not meet
the standards for continued approval or for any other reason,
the Exchange will not open any additional options series of that
class for trading, and may take steps thereafter to prohibit
opening purchase transactions in options series of that class
previously opened to the extent it deems these actions
appropriate.  When an underlying security becomes no longer
approved for option transactions, the Exchange may apply to
strike the related option contracts from listing and trading
once all option contracts have expired.  Under this provision,
the Philadelphia Exchange has determined to strike from listing
and trading the call and put options issued by the Options
Clearing Corp., relating to the common stock of Global Crossing.
(Global Crossing Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HIH AMERICA INSURANCE: S&P Assigns R Financial Strength Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'R'
financial strength rating to HIH America Insurance Co. of Hawaii
Inc., because of the company's insolvency and ongoing
liquidation.

The State Insurance Commissioner of Hawaii officially declared
HIH Hawaii insolvent on May 30, 2002, which resulted in the
transfer of all claims to the Hawaii Insurance Guaranty Assn.

HIH Hawaii was a workers' compensation insurance company that
provided coverage for companies in Hawaii. Although HIH Hawaii's
core insurance business was financially sound even at the time
of insolvency, the company became overburdened by high-risk
investments made by its sister companies and partners in
California. Previously, Standard & Poor's had assigned its 'R'
financial strength rating to HIH Hawaii's two sister companies,
HIH America Compensation & Liability Insurance and Great States
Insurance Co. An insurer rated 'R' is under regulatory
supervision owing to its financial condition. During the
pendency of the regulatory supervision, the regulators may have
the power to favor one class of obligations over others or pay
some obligations and not others. The rating does not apply to
insurers subject only to nonfinancial actions such as market
conduct violations.


HORIZON NATURAL: Seeking Nod to Pay Vendors' Prepetition Claims
---------------------------------------------------------------
Horizon Natural Resources Company and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the Eastern
District of Kentucky to pay prepetition claims of certain
Critical Trade Creditors -- in their sole discretion and in the
ordinary course of their business.

The Debtors estimate that they need to pay the Trade Claims of
Critical Trade Creditors an aggregate amount not to exceed
$35,000,000 for goods and services provided to the Debtors.

The Debtors relate that many of the Critical Trade Creditors
provide goods and services to the Debtors that are essential to
the continued operation of the Debtors' businesses -- an
interruption of which may cause the failure of the Debtors'
attempt to reorganize.  In addition, many of the Critical Trade
Vendors rely on the Debtors for the survival of their own
businesses.  The payment of the Trade Claims would ensure that
there is no disruption in the Debtors' ability to obtain goods
and services necessary for the operation of its business and to
facilitate successful reorganization.

The Debtors believe that the continued availability of trade
credit in amounts and on terms consistent with those which the
Debtors enjoyed prepetition will avoid any disruption of its
business with such parties.

The Debtors remind the Court that they are concurrently seeking
to obtain approval of the DIP Credit Facility from Deutsche
Bank. By using the DIP Credit Facility, together with cash on
hand, the Debtors expect to have use of sufficient cash to
operate their businesses, pay all administrative expenses and
pay the Critical Trade Creditors during the duration of these
cases.

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.


HTE INC: Taps Broadview Int'l to Evaluate Strategic Alternatives
----------------------------------------------------------------
HTE, Inc. (Nasdaq:HTEI), a leading provider of enterprise-wide
software solutions for the public sector organizations and
utilities worldwide, said that as a result of unsolicited
indications of interest in business combinations at a premium to
current trading prices, HTE has re-engaged Broadview
International, LLC to provide strategic financial advice to the
company, including evaluating the initial approaches as well as
additional proposals from strategic and financial buyers.

As part of this process, Constellation Software, a 10%
shareholder of HTE, has filed a form 13-D with the Securities
and Exchange Commission describing their preliminary indication
of interest to acquire HTE outstanding common shares for $4.50
per share. HTE has received several indications of interest from
qualified buyers at prices higher than Constellation's proposed
bid of $4.50 per share.

HTE will continue to work with Broadview through the process of
exploring available options, including remaining an independent
public company to ensure that both near and long-term interests
of the shareholders, employees and customers of HTE are best
served.

Broadview is a leading global M&A advisor and private equity
investor focused exclusively on the IT, communications and media
industries. The firm's network of nearly 200 employees and its
affiliates operate across North America, Europe, Asia and
Australia. Broadview International provides clients with advice
on merger and acquisition transactions, restructuring and
strategic private placements. The firm is also an investor in
these industries in the US and Europe, through its venture
capital affiliate, Kennet Capital, and its late-stage private
equity fund, Broadview Capital Partners.

HTE Inc., has become a proven leader in government information
technologies by providing innovative software solutions that
perform reliably for more than 2,200 government offices,
agencies and utility companies throughout North America. HTE
focuses on, "Helping Government Work Better(TM)." The company's
products address the wireless computing requirements of a
rapidly changing public sector market and support the end-to-end
delivery of e-government access to citizens and businesses.
Founded in 1981, HTE is headquartered near Orlando, Florida.
Additional information is available at http://www.hteinc.com


IN STORE MEDIA: Sues Let's Go Shopping to Recoup ISMS Property
--------------------------------------------------------------
In Store Media Systems, Inc. (OTC Bulletin Board: ISMS), has
filed an Adversary Proceeding in the United States Bankruptcy
Court for the District of Colorado against Let's Go Shopping,
Inc.; James Babo; James B. McCreary; and John Does 1 through 5,
by and through its Denver, Colorado legal counsel Bucholtz &
Bull, P.C.

The ISMS lawsuit sets forth five causes of action and various
claims for relief.  These include:

     1.  A request for an Order requiring Defendants to turn
         over property of ISMS including trade secrets,
         intangible property rights, computer hardware, and
         software.

     2.  A request for sanctions for breach of the Automatic
         Bankruptcy Stay.

     3.  A claim for restitution, disgorgement and damages for
         misappropriation of trade secrets and customer
         relationships proprietary to ISMS.

     4.  A claim for damages and injunctive relief for wrongful
         interference with ISMS'contractual relationship with
         its clients and customers and its prospective business
         expectancies.

     5.  A claim for damages for loss of future revenue and
         profits.

In Store Media Systems has asked the court for $2,201,746 in
actual damages, $750,000,000 for loss of future income,
exemplary damages, attorneys fees and injunctive relief to
prevent Defendants from using ISMS' property interests and for
restitution of all proceeds realized by the Defendants from the
use of ISMS' property.

Mike Mozer, President/CEO of ISMS said, "Prior to acts that gave
rise to the claims ISMS is now asserting against Let's Go
Shopping, ISMS had proved the economic viability of the coupon
booklet program and its value to retailers and manufacturers in
its commercial application.  ISMS' success with manufacturers,
as well as the experience it has developed in managing coupon
promotions and billing systems, and the successful commercial
introduction of the coupon booklet program, are valuable assets
of the company.  By filing this lawsuit, ISMS has taken the
necessary legal actions on behalf of its shareholders to seek
compensation from anyone who would use this technology,
processes and industry relationships without payment, and for
the monetary damages sustained by ISMS as well as the loss of
future income it might otherwise have realized."

In Store Media Systems, Inc., is a public (OTCBB: ISMS) company
that specializes in retail grocery coupon distribution and
coupon processing technologies, associated data management and
data marketing services.  In Store Media Systems owns four
patents and has one patent pending.  The Company's proprietary
systems will be developed and operated by ISMS to greatly reduce
costs and substantially increase sales for coupon- issuing
manufacturers and coupon-redeeming retailers.


INTEGRATED HEALTH: Sues AL Investors for $3.2 Million in Damages
----------------------------------------------------------------
Ian Connor Bifferato, Esq., at Bifferato Bifferato & Gentilotti,
in Wilmington, Delaware, relates that Integrated Health
Services, Inc., together with certain investors, own these four
separate commercial condominium complexes located in the State
of Florida, known as:

    -- Brandon Village;

    -- Central Park Village;

    -- Oakbridge at Lakeland; and

    -- Beneva Village.

The ownership of each of the four Condominium Complexes is
divided equally between the Debtors and these Investors
entities: AL Investors Sarasota, AL Investors Orlando, AL
Investors II Brandon, AL Investors II Lakeland, and Emeritus
Management.  The premises that make up each of the Condominium
Complexes are divided into two units between the Debtors and AL
Investors, each of which co-owners operate separate assisted-
living facilities for multiple residents within their units at
each of the Condominium Complexes. Emeritus manages the
assisted-living facilities that are operated by AL Investors at
each location.

By this complaint, the Debtors seek to enforce their rights
against co-owners AL Investors under 4 separate "Declarations of
Condominium", which govern the operation of the 4 Condominium
Complexes for the payment of 50% of the cost of Common Elements
and Common Expenses.  The Debtors also seek to enforce their
rights against Emeritus under 4 separate "Consent And Agreement"
contracts pursuant to which Emeritus agreed to be bound by the
terms of the Declarations of Condominiums, with the same force
and effect as though Emeritus was an owner at each of the
Condominium Complexes.  Finally, the Debtors seek to enforce
their rights against Defendants AL Sarasota and Emeritus under a
certain "Food Services Agreement" and related agreements, for
payment due to the Debtors of outstanding invoices for food and
nutrition services, which the Debtors was requested to provide,
and provided to residents of AL Sarasota's assisted-living
facility.

                 The Declarations of Condominium

According to Mr. Bifferato, each of the Declarations of
Condominium for each of the 4 condominium complexes provides
that "[t]he Percentage Share of Common Elements, Common Expenses
and Common Surplus shall be 50% for each Unit."

Each of the Declarations of Condominium defines "Common
Elements" as "that portion of the Condominium Property not
included in the Units and all wiring and other equipment
regarding cable television".

Each of the Declarations of Condominium defines "Common
Expenses" as "the expenses of administration, maintenance,
operation, repair and replacement of the Condominium Property to
the extent herein provided, as well as any Association Property
and any other properties owned by the Association, other
expenses declared by the Association or the Declaration to be
Common Expenses, and any other valid expenses or debts of the
Condominium as a whole or the Association which are assessed
against the Unit Owners".

Each of the Declarations of Condominium further lists that
Common Expenses include these items:

  "[T]he Association's expenses of the operation, maintenance,
  repair or replacement of the Common Elements and Association
  Property, costs of carrying out the powers and duties of the
  Association, costs of maintaining any facilities and property
  owned by the Association, and any other expense designated as
  Common Expenses by the Condominium Act, this Declaration or
  the By-Laws.  The cost of a master antennae system or duly
  franchised cable television service obtained pursuant to a
  bulk contract shall be deemed a Common Expense if so approved
  by the Board of Directors.  Common Expenses, to the extent so
  approved by the Board of Directors, will also include the
  reasonable transportation services, insurance for directors
  and officers, road maintenance and operation expenses and
  restricted access or roving patrol services, all of which are
  reasonably related to the general benefit of the Unit Owners,
  even if these expenses do not attach to the Common Elements or
  Condominium Property."

                     AL Investors' Breaches

In accordance with the Declarations of Condominium, during the
period from January 1998 to the present, Mr. Bifferato reports
that the Debtors duly paid all of the Common Expenses for each
of the Condominium Complexes including gas, electric, water,
waste, cable, and insurance.  The Debtors duly invoiced Emeritus
as the manager of the Condominium Complexes, for 50% of the
Common Expenses for each of the 4 Condominium Complexes as each
bill was received.

Emeritus and the AL Investors, notwithstanding due demand, have
failed and refused to pay the Common Expenses for the
Condominium Complexes.  As a result, the Debtors have paid 100%
of the Common Expenses to maintain patient care and services at
each of the 4 Condominium Complexes.  The amounts due and owing
by the AL Investors are:

       AL Brandon                        $466,000
       AL Orlando                         238,000
       AL Lakeland                        478,000
       AL Sarasota                        414,000

Since the end of August 2002, Emeritus and AL Investors have
continued their failure and refusal to pay their 50% share of
the Common Expenses attributable to the condominium complexes.

                   The Food Services Agreements

In accordance with a "Food Services Agreement" and a related
sublease agreement, which were entered into between the parties
in October 1998, the Debtors provided nutrition services, food
services, and meals to the residents of Beneva Village residing
in the condominium unit owned by AL Sarasota, at an initial
fixed rate of $12 per resident per day.

In accordance with the Food Services Agreements, the Debtors
duly invoiced Emeritus for payment for the nutrition services,
food services and meals.  Emeritus and AL Sarasota,
notwithstanding due and timely demand, have failed and refused
to pay these invoices for the months of December 1999 through
April 2000.  The amount due and owing by Emeritus and AL
Sarasota for nutrition services, food services and meals
provided by the Debtors to the residents of Beneva Village is
not less than $159,000.

Thus, the Debtors ask the Court to compel AL Investors and
Emeritus to pay $3,182,000 in damages for their breach of the
Declarations of Condominium and $318,000 in damages for their
breach of the Food Services Agreements.  In addition, the
Debtors ask the Court to compel AL Investors and Emeritus to pay
its $1,596,000 debt under the Declarations of Condominium and
$159,000 under the Food Services Agreements. (Integrated Health
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INT'L THUNDERBIRD: Workout to Cut Working Capital Deficit to $4M
----------------------------------------------------------------
International Thunderbird Gaming Corporation (TSX:INB) announces
its financial results for the third quarter ended September 30,
2002.

Third Quarter results: For the three months ended September 30,
2002, gaming revenues were $4,252,000 compared to 2001 revenues
of $4,424,000. The Company's 50% stake in Panama's revenues was
$3,345,000 in 2002 compared to $3,448,000 for the same period in
2001. The Company's interest in Guatemala revenues was $409,000
in 2002 compared to $465,000 for the third quarter in 2001.
Nicaragua's revenues improved from $489,000 in 2001 to $498,000
in 2002. The Company has a 30% equity interest in Venezuela,
which is not consolidated for financial statement reporting
purposes. The Venezuela operations achieved revenues of $847,000
in 2002 compared with $941,000 for the quarter in 2001. The
Company's equity interest in Venezuela was 36% in 2001. The
Company also has equity interests in its skill machine locations
in Mexico, which are also not consolidated for financial
statement reporting purposes. The combined Mexico operations
achieved revenues of $nil in 2002 compared to $1,249,000 in the
third quarter of 2001.

Thunderbird recorded a loss for the quarter of $74,000 or $nil
per share compared with a gain of $94,000 or $nil per share in
the third quarter of 2001. The 2002 financial statements for the
third quarter were positively affected by non-recurring events
in the net amount of $162,000. The net impact of the settlement
with a California tribe, from whom the Company secured a note
for $750,000, was $488,000. The Company also reserved $326,000
against the fiestacasinos.com receivable due to the fact that
the Company has not received a payment on the note since March
2002. The Company's equity interest in Venezuela and Mexico
collectively accounted for a loss of $187,000 for the quarter,
compared to a loss of $111,000 in 2001.

The Venezuela operation, which contributed a loss of $138,000 to
the 2002 third quarter, continues to suffer in the midst of the
country's economic and political instability.

The Company achieved EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization) for the three-month period ended
September 30 of $792,000 compared to $1,153,000 for the same
period in 2001.

Year to Date results: For the nine months ended September 30,
2002, gaming revenues reached $13,213,000, an increase of 8.7%
compared to 2001 revenues of $12,160,000. The Company's 50%
stake in Panama's revenues improved from $9,938,000 in 2001 to
$10,545,000 for the same period in 2002. The Company's interest
in Guatemala revenues was $1,158,000 in 2002 compared to
$1,246,000 for the nine months in 2001. Nicaragua's revenues
improved from $887,000 in 2001, encompassing the first seven
months of operations, to $1,499,000, representing nine full
months of operations in 2002. The Company has a 30% equity
interest in Venezuela, which is not consolidated for financial
statement reporting purposes. The Venezuela operations achieved
revenue of $4,171,000 in 2002 on 9 full months of operations.
The year-to-date revenues for 2001 were $941,000 and reflect the
first 45 days of operation, which opened August 16, 2001. The
Company's equity interest in Venezuela was 36% in 2001. The
Company also has equity interests in its skill machine locations
in Mexico, which are also not consolidated for financial
statement reporting purposes. The combined Mexico operations
achieved revenues of $2,444,000 for the nine months of 2001
compared to $57,000 in 2002, which reflects just 10 days of
operations in the Reynosa location.

Thunderbird recorded a loss for the nine months of $145,000 or
$0.01 per share compared with a loss of $1,409,000 or $0.06 per
share in the first nine months of 2001. The Company's equity
interest in Venezuela and Mexico collectively accounted for a
loss of $334,000 for the nine months compared to a loss of
$624,000 in 2001. The Venezuela operation, which contributed a
loss of $176,000 to the 2002 results, continues to suffer in the
midst of the country's economic and political instability.

Year to date the Company has achieved EBITDA of $2,585,000
compared to $1,566,000 for the same period in 2001.

Operations: The Company previously reported that its 2001 year
end financial statements and its 2002 1st and 2nd quarter
financial statements were prepared on the basis of accounting
principles applicable to a going concern, which assumes the
realization of assets and liabilities in the normal course of
business, and that the application of the going concern concept
is dependent on the Company's ability to generate future
profitable operations.

The Company's overall operations have shown strong revenues
during the initial 55 days of the 4th quarter.

In Panama, the expansion at the El Panama Hotel Casino was
completed on November 16, 2002. The El Panama Casino added 100
video gaming and slot machines increasing the total gaming
machines to 320 and added 35 table positions increasing the
total table positions to 175.

In Guatemala, the company is awaiting the results of the
arbitration proceeding.

The Fiesta Casino in Venezuela has successfully re-financed its
high interest rate loan with Del Sur Bank (approximate principal
debt of $2.2 million dollars), and as a result significantly
reduced its monthly interest expense. The previous interest rate
was a variable rate of between 50% and 60% and the current
interest rate is now fixed at 18%.

The Company continues to pursue two parallel paths in Mexico:
(1) Discussion with the Mexico Government on settling the NAFTA
claim with hopes of re-opening the Mexico Skill Game operations;
and (2) aggressively litigating the NAFTA claim.

The Company continues to pursue certain receivables including an
action filed against the Spotlight 29 Casino. The lawsuit is
scheduled to go to trial in April of 2003. The Company was
successful in October 2002 in entering into "work-outs" with its
two major creditors, MRG Entertainment and Prime Receivables.
The effect of the workouts, which will be reflected in the 2002
audited year end financials, would have reduced the Company's
working capital deficiency as of September 30, 2002, from
$6,319,000 to $3,756,000.

Newly appointed auditor: The Company is pleased to announce that
Davidson & Company Chartered Accountants will perform the audit
of the Company's consolidated financials for 2002 following
KPMG's resignation, made effective November 15, 2002. Davidson &
Company will rely on KPMG-Panama for the "in-country" audit for
the Panama operations and Deloitte & Touche for the "in-country"
audits of the Nicaragua and Guatemala operations. The Company
thanks KPMG-Vancouver for its thorough audit services during the
past several years and is confident that Davidson & Company will
deliver a quality independent audit.

Trading and Listing: The Company's listing application to the
TSX Venture Exchange was denied. The TSX Venture advised that
the Company does not currently meet its minimum listing
requirements. The Company is applying for listing on the OTCBB
and intends to qualify with a new exchange, the "BBXchange" once
the OTCBB is phased out. The Company is seeking market makers
with the goal of resuming trading on the OTCBB and expects the
qualifying process to take between 6 weeks and 3 months.

International Thunderbird Gaming Corporation is an owner and
manager of international gaming facilities. Additional
information about the Company is available on its World Wide Web
site at http://www.thunderbirdgaming.com  


KAISER ALUMINUM: Court Approves Settlement Pact with Glencore
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
a Settlement Agreement between Kaiser Aluminum Corporation and
Glencore Ltd., concerning their claims asserted against each
other.

The principal terms of their Settlement Agreement include:

A. Swap Agreements Offsets/Recoupment

   Glencore will offset and recoup the amounts owed to it
   against amounts it owes -- other than Glencore's reclamation
   claim -- under the first, second and third Swap Agreements.  
   As a result, Glencore has a $1,374,026 net payable to Kaiser.

B. Netting of Net Swap Payable and Reclamation Claim

   Kaiser acknowledges that Glencore has a valid reclamation
   claim against it.  Accordingly, Kaiser agrees that the Net
   Swap Payable that Glencore owes will be netted against
   Glencore's reclamation claim, leaving a $2,375,974 net
   reclamation claim by Glencore.

C. Sale Agreement Offset

   Glencore will offset the Sale Demurrage Charge that Kaiser
   International owed under the Sale Agreement against the
   amount Glencore owes.  This results to $3,789,522 net payable
   owed by Glencore to Kaiser International.

D. Payments by Glencore and the Debtors

   Glencore will withdraw its reclamation claim against Kaiser.
   Glencore will pay Kaiser International $1,413,548.  Within
   five days after Glencore makes the payment, Kaiser will pay
   Kaiser International the $2,375,974.

E. Mutual Releases

   Kaiser and Kaiser International, on the one hand, and
   Glencore, on the other, will release and discharge each other
   from any and all claims, debts, liabilities and obligations
   arising from the alumina sale and purchase transactions.

F. Other Transactions

   The Settlement Agreement will not:

   -- affect any other transactions under the Swap Agreements or
      Sale Agreement;

   -- alter any of the terms of the Swap Agreements or Sale
      Agreement;

   -- constitute an assumption of the Swap Agreements or Sale
      Agreement; and

   -- affect the rights of the parties under Section 365 of the
      Bankruptcy Code with respect to the Swap Agreements or
      Sale Agreement. (Kaiser Bankruptcy News, Issue No. 18;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KASPER ASL: Court Okays Dechert Price as Special PA Tax Counsel
---------------------------------------------------------------
Kasper A.S.L., Ltd., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Dechert Price & Rhoads
as Special Tax Counsel, nunc pro tunc to February 5, 2002.

The Debtors require Dechert Price to render legal services in
connection with the prosecution of the Debtors' 1997
Pennsylvania corporate net income tax appeal before the
Commonwealth Court of Pennsylvania.

The Debtors selected Dechert Price as their special tax counsel
because of the firm's knowledge of the Debtors' business and its
expertise in corporate tax savings, with special emphasis on its
knowledge of the tax law of the Commonwealth of Pennsylvania.

As Special Tax Counsel, Dechert Price will:

  (a) conduct background fact investigation and development in
      connection with the corporate net income tax appeal;

  (b) perform legal research and issue development in connection
      therewith;

  (c) litigate the corporate net income tax appeal at the
      Commonwealth Court of Pennsylvania; and

  (d) conduct settlement negotiations with the Pennsylvania
      Attorney General's office.

Dechert is to be paid a contingency fee in the amount of 1/3 of
the 1997 corporate net income tax reduction and the interest
that would have been due the Commonwealth on the tax reduction
at the time the appeal was settled.

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: Settles Prepetition Claims Dispute with Kimberly-Clark
-------------------------------------------------------------
Kimberly-Clark Corporation asserts that Kmart Corporation and
its debtor-affiliates owe $3,870,227 in trade and reclamation
claims.  On the other hand, the Debtors insist that Kimberly-
Clark owe $6,976,111 with respect to the allowances Kimberly-
Clark granted to the Debtors under the parties' Vendor Allowance
Tracking System agreements.

The Debtors want to settle this prepetition claims dispute with
Kimberly-Clark through a letter agreement.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom,
relates that the Debtors initially talked with Kimberly-Clark to
set off their claims.  This would leave the Debtors with a
$3,105,884 balance against Kimberly-Clark.  However, Kimberly-
Clark disputed the $715,100 portion of the balance.  Kimberly-
Clark believed its obligation is only $2,390,784.  Kimberly-
Clark argued that certain of the VATS agreements with respect to
the $3,105,884 differential amount were not executed, and there
were additional issues concerning the support for the claimed
VATS amounts.

Under the Letter Agreement, Mr. Butler explains that Kimberly-
Clark has agreed to honor $509,216 of the disputed $715,100
claim.  Hence, Kimberly-Clark will pay the Debtors an even
$2,900,000.  Kimberly-Clark will issue a check payable to Kmart
as full and final settlement of its proof of claim, related
reclamation demand as well as any and all the Debtors'
prepetition promotion allowance claims against Kimberly-Clark.
The payment will be made as soon as the Court approves the
Letter Agreement.

The Debtors have a long-standing relationship with Kimberly-
Clark.  Kimberly-Clark supplies Kmart stores with a variety of
disposable paper and paper-based consumer products like tissues,
toilet paper and diapers.  Kimberly-Clark ships the products to
the Kmart stores at a quoted price and invoices are issued to
reflect these prices.  Under a series of VATS agreements,
Kimberly-Clark grants the Debtors various allowances against the
invoiced amounts in exchange for the Debtors' efforts to market
Kimberly-Clark products.

There is sufficient business justification for the Debtors to
enter into the Letter Agreement, according to Mr. Butler.  The
Letter Agreement relieves both parties from any risks and costs
associated with litigating over the enforceability of certain of
the VATS agreements.  Given the amounts involved and the
uncertainty of the outcome if the matter were pressed to trial,
Mr. Butler says, the Debtors are receiving a significant benefit
from the resolution of the dispute. (Kmart Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


LEVI STRAUSS: Reaffirms 2002 Targets and Reiterates 2003 Goals
--------------------------------------------------------------
Levi Strauss & Co., announced that, based on information
available to date for its fourth quarter, which ended
November 24, 2002, it believes it will achieve its previously
disclosed fourth-quarter and full-year 2002 financial
targets.

During a public webcast of its financial community meeting on
October 31, 2002, the company stated it expects that fourth-
quarter net sales for 2002 would be approximately the same as
the fourth quarter of 2001 on a constant-currency basis. The
company also said it expected 2002 full-year net sales to be
flat to down 4% on a constant-currency basis from the prior
year. In addition, the company said it expected 2002 full-year
gross margins (excluding restructuring related expenses) to be
between 40% and 42%, and its 2002 full-year EBITDA margin
(excluding restructuring charges, related expenses and  
reversals) to be between 11% and 13%.

The company reiterated its previously communicated 2003
financial goals, which also were provided on October 31, 2002.
The company's targets for full-year 2003 are:

     --  net sales up 2% to 5% on a constant-currency basis from
         the prior year;

     --  gross margins between 40% and 42%; and

     --  EBITDA margins between 10.5% and 12.5%.

Additionally, the company currently expects its debt level at
the end of 2003 to be approximately equal to the expected 2002
year-end level of approximately $1.85 billion. Peak borrowings
during 2003 are expected to be approximately $200 million to
$300 million higher than this amount, reflecting seasonal
working capital requirements and growth associated with the
expected entry into the mass channel in the United States in the
third quarter. This anticipated 2003 year-end debt level also
reflects the impact of a reduced current estimate of net cash
payments in 2003 for prior years' income taxes from $148.5
million to approximately $90 million. The estimate was reduced
upon review of new data and re-computations and after including
potential refunds that the company expects from prior years'
overpayments.

The company defines EBITDA as operating income excluding
depreciation and amortization expense. EBITDA should not be
considered in isolation from, and is not intended to represent
an alternative measure of, operating income or cash flow or any
other measure of performance determined in accordance with
generally accepted accounting principles. EBITDA is included
here because the company believes that its investors may find it
to be a useful analytical tool for measuring the company's
ability to service its debt, including whether it is in
compliance with certain covenants under its bank credit
facility, and for measuring its ability to generate cash for
other purposes. Other companies may calculate EBITDA
differently, and the company's EBITDA calculations are not
necessarily comparable with similarly-titled figures for other
companies.

Levi Strauss & Co., is one of the world's leading branded
apparel companies, marketing its products in more than 100
countries worldwide. The company designs and markets jeans and
jeans-related pants, casual and dress pants, shirts, jackets and
related accessories for men, women and children under the
Levi's(R) and Dockers(R) brands.

As reported in Troubled Company Reporter's November 14, 2002
edition, Standard & Poor's lowered its long-term corporate
credit rating on jeans wear manufacturer Levi Strauss & Co., to
'BB-' from 'BB.' At the same time, the company's bank loan
rating was lowered to 'BB' from 'BB+.'

In addition, Standard & Poor's affirmed its 'BB-' senior
unsecured debt rating on Levi Strauss. The company's senior
unsecured debt rating is now the same as its corporate credit
rating, reflecting its position within the capital structure.


LEVI STRAUSS: Commences Private Placement of $200MM Senior Notes
----------------------------------------------------------------
Levi Strauss & Co., is commencing a private placement of an
expected $300 million of Senior Notes due 2012. The Senior Notes
will rank equally with all of the company's other unsecured
unsubordinated indebtedness.

The company anticipates that approximately $115 million of the
net proceeds from the offering will be used to repay
indebtedness under its senior secured bank credit facility. The
company intends to use the remaining net proceeds to either (i)
subject to obtaining the necessary waiver from the lenders under
the senior secured bank credit facility, refinance (whether
through payment at maturity, repurchase or otherwise) a portion
of the $350 million aggregate principal amount of the company's
6.80% notes due November 1, 2003, or other outstanding
indebtedness, or (ii) for working capital or other general
corporate purposes.

The securities offered will not be registered under the
Securities Act of 1933, as amended, or any state securities
laws, and unless so registered, may not be offered or sold in
the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

Levi Strauss & Co.'s 11.625% bonds due 2008 (LEVI08USR1) are
trading at 97 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LEVI08USR1
for real-time bond pricing.


LEVI STRAUSS: S&P Rates $300-Mill. Senior Unsecured Notes at BB-
----------------------------------------------------------------
Standard & Poor's assigned its 'BB-' rating to jeans wear
manufacturer Levi Strauss & Co.'s $300 million senior notes due
2012. About $115 million of the proceeds will be used to repay
outstanding borrowings under Levi's secured bank facility. The
company intends to use the remaining proceeds (if it is able to
obtain waivers from its secured bank lenders) to refinance a
portion of its $350 million outstanding on 6.80% notes due in
November 2003.

In addition, Standard & Poor's affirmed its 'BB-' corporate
credit rating and its 'BB' bank loan rating on the company. Levi
Strauss, based in San Francisco, California, had about $1.96
billion of total debt outstanding as of August 25, 2002. The
outlook is stable.

"The ratings reflect Levi Strauss' leveraged financial profile
and its participation in the highly competitive denim and casual
pants industry," said Standard & Poor's credit analyst Susan
Ding. "The ratings also reflect the inherent fashion risk in the
apparel industry. Nevertheless, the company's well-recognized
brand names in jeans and other apparel, its new customer-focused
strategy, and its moderate operating cash flow generation
somewhat mitigate these factors."

Competition in the pants segments continues to be intense with
VF Corp.'s Lee and Wrangler brands, as well as many other
designer brands. Most participants experienced weakness in 2001
and 2002 as a result of dampened consumer spending. New
competitors, which have more effectively met consumer
preferences during the past few years for both designer and
private-label jeans wear, have challenged Levi Strauss' market
position. However, Levi Strauss still holds the No. 2 market
share in the U.S. for jeans, a position due to its core Levi's
brand. In recent years, the firm has implemented restructuring
efforts in which it effectively closed all of its domestic
manufacturing facilities, reduced overhead costs, and refocused
its marketing organization to be more customer oriented.

Still, Levi Strauss' sales have declined significantly in recent
years, to $4.3 billion in fiscal 2001 from more than $7.0
billion in fiscal 1996. Although the company has made progress
in stemming the decline, the weak U.S. and Japanese markets
continue to be problematic. New customer-focused strategies,
including an emphasis on improved product innovation, better
presentation at the retail level, and more effective
advertising, are expected to stabilize sales volume.


LEVI STRAUSS: Fitch Rates $300-Mill. Senior Unsecured Debt at B+
----------------------------------------------------------------
Levi Strauss & Co.'s expected $300 million senior unsecured note
issue, due 2012, is rated 'B+' by Fitch Ratings. Proceeds from
the issuance will be used to repay the $115 million outstanding
on the company's bank term loan and revolving credit facility.
Remaining proceeds are expected to be used to repay a portion of
its 6.8% notes due November 2003 (subject to bank waivers) and
Fitch is viewing this issuance as a pre-funding. If waivers are
not received, remaining proceeds will be used for working
capital and general corporate purposes. The company's existing
'B+' rated senior unsecured debt ($1.4 billion outstanding) and
$115 million 'BB' rated secured bank debt (pro forma, none
outstanding) is affirmed. The Rating Outlook remains Negative,
reflecting the ongoing challenges Levi faces in stimulating top-
line sales growth.

The ratings reflect Levi's solid brands with leading market
positions as well as its geographically diverse revenue base and
adequate cash flow generation. Of ongoing concern is the
difficulty the company has faced in growing sales, coupled with
the slower than expected pace of improvement in credit
protection measures.

Since 1997 Levi has been dealing with the continued erosion of
its sales base. As part of its effort to grow revenues, the
company recently announced that it intends to begin selling a
new merchandise line, Levi Strauss Signature, to the mass
channel, particularly Wal-Mart. This entry provides both
opportunity and challenges for Levi. Given that about two-thirds
of U.S. consumers shop at Wal-Mart, the introduction of lower-
priced Levi product there is expected to expand the reach of its
brands and lead to increased sales. Concerns center on the
extent to which the new product line cannibalizes sales of core
Levi products as well as the response from other key retailers
of Levi product. The Levi Strauss Signature products are
expected to be in stores in the third quarter of 2003.

Despite the anticipated repayment of outstanding bank debt, one-
time costs associated with plant closures earlier this year and
working capital needed to support the launch of the Levi Strauss
Signature line, have delayed improvement in the company's credit
protection measures. The company expects total debt as of
November 24, 2002 (fiscal year-end) to be about $1.85 billion
and therefore, leverage (debt/EBITDA) should be between 3.7x-
3.9x for fiscal 2002. The company maintains adequate cash flow
generating ability and Fitch expects credit metrics at fiscal
year-end 2003 to be stronger than current year levels.


LSP BATESVILLE: S&P's B Rating Unaffected by Aquila's Downgrade
---------------------------------------------------------------
Standard & Poor's said that the recent downgrade of Aquila Inc.
to 'BB' from 'BBB-' and the assignment of a negative outlook on
its ratings will not have a direct affect on the rating of LSP
Batesville Funding Corp (the project). The project's rating was
already lowered to 'B' and placed on CreditWatch with negative
implications, following the recent fall-out of the ratings on
its parent, NRG Energy Inc.  Standard & Poor's believes that the
'B' rating is already indicative of a low speculative grade
credit quality and the downgrade of its 1/3 capacity off-taker,
Aquila, will not further deteriorate the project's rating.
Should the Aquila contract be no longer available and the
project is exposed to merchant risk under current market
conditions for one-third of its output, Standard & Poor's will
asses the affect of such a case on the project's cash flow and
review its ratings.


LTV STEEL: Court Fixes Jan. 17 Non-Trade Admin. Claims Bar Date
---------------------------------------------------------------
Judge Bodoh has established January 17, 2003, as the as the
Non-Trade Administrative Claim Bar Date, which is 60 days after
the anticipated service date, for entities to file proofs of
claim with respect to non-trade administrative expense claims
against LTV Steel.

                  Creditors Included In Bar Date

With specified exceptions, the Non-Trade Administrative Claim
Bar Date would apply to all entities holding Non-Trade
Administrative Claims, including, among other entities generally
holding pre-APP claims against LTV Steel:

(a) entities whose claims against LTV Steel arise out of
    or relate to obligations of those entities during the
    pre-APP period under a contract for the provision of
    liability insurance to LTV Steel;

(b) entities whose claims against LTV Steel arise out of
    or relate to an executory contract or unexpired lease
    rejected by LTV Steel on or after April 1, 2002 (Mr.
    Miller explains that entities whose claims against LTV
    Steel arose out of or relate to an executory contract
    or unexpired lease rejected by LTV Steel through and
    including May 20, 2002, are subject to the filing
    requirements of the Administrative Trade Claim Bar
    Date Order);

(c) unions;

(d) governmental units; and

(e) parties to postpetition lawsuits.

                 Creditors Excluded From Bar Date

The Non-Trade Administrative Claim Bar Date does not apply to
specified entities holding Non-Trade Administrative Claims,
including, among other entities generally holding pre-APP claims
against LTV Steel:

(a) any professional person retained or employed in these
    Chapter 11 cases;

(b) any entity that already has properly filed a proof of
    claim for an administrative expense against LTV Steel
    in accordance with the procedures in this Motion or
    under the Administrative Trade Claim Bar Date Order;

(c) any entity that should have filed a claim against LTV
    Steel under the Administrative Trade Claim Bar Date,
    but that failed to do so;

(d) any entity whose claim against LTV Steel previously
    has been allowed by, or paid, under a court order;

(e) any Debtor that holds a claim against LTV Steel; and

(f) any Employee.

                      The Employee Claims

Employee claims are among the unpaid Non-trade Administrative
Claims.  These claims could be asserted by LTV Steel's current
or former employees, and consist of:

(a) claims related to the closure of certain of LTV Steel's
    facilities for:

        (i) alleged violations of the Worker Adjustment and
            Retraining Notification Act, and

       (ii) severance pay;

(b) claims for:

        (i) outstanding amounts due under certain of the
            employees' postpetition agreements to release
            and waive any and all claims against LTV Steel
            that were executed in the ordinary course of
            business, and

       (ii) unpaid benefits related to disabilities arising
            postpetition during the pre-APP period; and

(c) claims for workers' compensation benefits for injuries
    that occurred postpetition during the pre-APP period.

LTV Steel believes that no other employee claims exist. (LTV
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MERRY-GO-ROUND: Trustee Prepares to Make 20% Distribution
---------------------------------------------------------
Deborah H. Devan, the Chapter 7 Trustee overseeing Merry-Go-
Round Enterprises, Inc.'s liquidation is preparing to make a 20%
first interim distribution to the ex-retailer's general
unsecured creditor constituency.  Merry-Go-Round filed for
chapter 11 bankruptcy protection in 1994.  Following a couple of
failed attempts to find its place on the retail landscape, the
case converted to a chapter 7 liquidation in early 1996.  Since
that time, Ms. Devan has worked on winding-up the Debtors'
estates.

To date, Ms. Devan has collected approximately $270 million, of
which $115 million remains.  The major inflow of cash came from
Ernst & Young's $185 million settlement of the Trustee's
turnaround malpractice lawsuit.  The major expense the Trustee
incurred was the contingency fee to her lawyers in the E&Y
litigation. Ms. Devan has accounted for all chapter 7
administrative claims, paid some 2,500 chapter 11 administrative
claims totaling $21.4 million.  Some money's been recovered on
account of preference claims and the estate is looking for a
Federal tax refund.  Ms. Devan intends to pay all unsecured
priority claims in full and assures Judge Derby that she will
establish appropriate reserves to pay any currently disputed
claim that becomes an allowed claim against the estate.

Ms. Devan makes three special requests in connection with the
proposed 20% distribution:

      (1) that she be fully indemnified in the event her math
          proves to be incorrect;

      (2) that the Court require creditors accepting an interim
          distribution to return any overpayment; and

      (3) that a Record Date be established to determine who      
          will receive distributions because claim trading
          continues in Merry-Go-Round's cases.

Jonathan W. Lipshire, Esq., at Neuberger, Quinn, Gielen, Rubin &
Gibber, P.A., represents Ms. Devan.  Judge Derby will convene a
hearing on December 12, 2002, at 10:00 a.m. to consider the
Trustee's requests.


MISSISSIPPI CHEMICAL: Fitch Affirms CCC+ Sr. Unsec. Debt Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Mississippi Chemical Corporation's
senior secured credit facility at 'CCC+' and the senior
unsecured notes at 'CCC-'. The ratings have been removed from
Rating Watch Negative. The Rating Outlook is Negative.

The Negative Rating Watch, which indicated the potential for
additional ratings movement if the bank facility refinancing was
further delayed or unsuccessful, has been removed as a result of
the extension of Miss Chem's existing bank facility to November
2003.

The Negative Outlook indicates Miss Chem's weak financial
condition, its dependence upon the bank facility for near-term
liquidity, and the uncertainty related to sustained favorable
business conditions.

The ratings reflect Miss Chem's recent bank facility amendment
and extension, the company's leverage and liquidity, and the
potential for improved earnings and asset sales. Miss Chem
completed an amendment and received an extension on the existing
credit facility on Nov. 15, 2002. The credit facility was
reduced to $165 million and the termination date was extended to
Nov. 10, 2003. The amendment included increased interest rates,
changes to financial covenants and additional guarantors.
Sustained earnings recovery will be required for financial
covenant compliance, higher interest payments, and debt
reduction. Proceeds from asset sales would also support debt
reduction. For the trailing twelve-month period ended
Sept. 30, 2002, Miss Chem's EBITDA-to-interest incurred was 0.5
times and total debt-to-EBITDA was 25.1x.

Miss Chem is a domestic fertilizer producer with operating
segments in nitrogen, phosphorus, and potash. In fiscal year
2002, Miss Chem had $451 million in revenue and $13 million in
EBITDA.


NATIONAL CENTURY: Credit Suisse Writes-Off 83% of Principal
-----------------------------------------------------------
CSFB, together with other holders of notes issued by affiliates
of National Century Financial Enterprises, Inc., suffered losses
as a result of what appears to be massive fraud at NCFE.  It is
increasingly apparent that NCFE and its officers deliberately
misled CSFB and other investors.  CSFB intends to assess the
situation as information develops related to NCFE, its officers
and directors, and others, and will vigorously pursue those
responsible for these losses.

CSFB currently holds for its own account notes issued by
affiliates of NCFE in the principal amount of approximately
US$258 million.  The Firm also acted as placement agent for many
of the notes issued by affiliates of NCFE. Following the Monday,
November 18, 2002, bankruptcy filing by NCFE and based on the
information available at this time, the Firm has decided to
write down its NCFE holdings to approximately US$44 million, or
to 17% of the principal amount.  The Firm continues to monitor
the situation closely and, if appropriate, will make adjustments
as more complete information becomes available.

Credit Suisse First Boston is a leading global investment bank
serving institutional, corporate, government and individual
clients. CSFB's businesses include securities underwriting,
sales and trading, investment banking, private equity, financial
advisory services, investment research, venture capital,
correspondent brokerage services and asset management.  CSFB
operates in 77 locations in 36 countries across six continents.
The Firm is a business unit of the Zurich-based Credit Suisse
Group, a leading global financial services company. For more
information on Credit Suisse First Boston, please visit its Web
site at http://www.csfb.com


NATIONSRENT INC: Exclusivity Extension Hearing Resumes on Dec. 5
----------------------------------------------------------------
Pursuant to a Third Stipulation signed by Judge Walsh,
NationsRent Inc., and its debtor-affiliates, the Official
Committee of Unsecured Creditors, and Fleet National Bank, as
Administrative Agent for itself and on the DIP lenders' behalf,
agree that:

A. The hearing with respect to the Termination Motion and the
   Second Extension Motion is adjourned until December 5, 2002;

B. The deadline for the Debtors and Fleet and any other party-
   in-interest to respond to the Termination Motion is extended
   through and including November 27, 2002;

C. The deadline for the Creditors' Committee and any other
   party-in-interest to respond to the Second Extension Motion
   is extended through and including November 27, 2002;

D. The Exclusive Filing Period and Exclusive Solicitation Period
   are extended through and including the date on which the
   Bankruptcy Court enters an order resolving the Termination
   Motion and the Second Extension Motion; and

E. All written and oral discovery with respect to the
   Termination Motion, the Second Extension Motion and the
   Creditors' Committee Investigation is temporarily stayed.
   (NationsRent Bankruptcy News, Issue No. 22; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


NEON COMMUNICATIONS: Signs-Up Peisner Johnson as Tax Consultants
----------------------------------------------------------------
NEON Communications, Inc., and NEON Optica, Inc., sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Peisner Johnson & Company, LLP, a
Certified Public Accountancy firm, as their special tax
consultants.

The Debtors say it will be necessary and beneficial to engage
special tax consultants with knowledge and experience in the
areas of state and local sales and use tax, excise tax, and
other similar surcharges because:

  (a) Prior to the Petition Date, Peisner examined the Debtors'
      books and records and determined that Peisner may be able
      to seek refunds of up to $1 million from taxing
      authorities on the Debtors' behalf.

  (b) Upon retention of Peisner, Peisner will be able to
      identify any additional refunds to which the Debtors may
      be entitled, as well as prepare and file complete and
      accurate refund claims on the Debtors' behalf.

The services of Peisner are necessary and beneficial to enable
the Debtors to identify and obtain refunds relating to state and
local sales and use tax, excise tax, and other similar
surcharges.  Peisner will render various services to the
Debtors, including:

  (a) Conducting a detailed review and analysis of the Debtors'
      sales and tax records;

  (b) Copying these invoices and other documents that may
      qualify for a tax refund;

  (c) Researching the applicable issues and schedule those items
      qualifying for refunds and provide the Debtors with a
      detailed report of all areas of state and federal relief,
      along with the documentation in support of its position;

  (d) Upon the Debtors' approval, filing of the appropriate
      refund claims or amend state, local or excise tax returns
      as necessary; and

  (e) Performing any other services commensurate with the
      Debtors' needs and Peisner's expert knowledge in
      connection with sales tax use and excise tax matters.

The Debtors will pay Peisner a commission of 30% of any actual
cash tax refund identified by Peisner and obtained on the
Debtors' behalf.

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.


NORTEL NETWORKS: Board Declares Preferred Share Dividends
---------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F), the amount of which
will be calculated by multiplying (a) the average prime rate of
Royal Bank of Canada and Toronto-Dominion Bank during December
2002 by (b) the applicable percentage for the dividend payable
for November 2002 as adjusted up or down by a maximum of 4
percentage points (subject to a maximum applicable percentage of
100 percent) based on the weighted average trading price of such
shares during December 2002, in each case as determined in
accordance with the terms and conditions attaching to such
shares. This dividend is payable on January 13, 2003, to
shareholders of record at the close of business on December 31,
2002.

The board of directors of Nortel Networks Limited also declared
a dividend on the outstanding Non-cumulative Redeemable Class A
Preferred Shares Series 7 (TSX:NTL.PR.G), the amount of which
will be 80 percent of the average prime rate of Royal Bank of
Canada and Toronto-Dominion Bank during December 2002, as
determined in accordance with the terms and conditions attaching
to such shares. This dividend is also payable on January 13,
2003 to shareholders of record at the close of business on
December 31, 2002. As less than one million of the Series 7
preferred shares were tendered for conversion into Non-
cumulative Redeemable Class A Preferred Shares Series 8 of
Nortel Networks Limited, no Series 8 preferred shares will be
issued by Nortel Networks Limited on December 1, 2002.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2),
DebtTraders says, are trading at 53 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for  
real-time bond pricing.


ORYX TECHNOLOGY: Fails to Maintain Nasdaq Listing Requirements
--------------------------------------------------------------
Oryx Technology Corp. (Nasdaq:ORYX), a technology licensing,
investment and management services company, received a Nasdaq
Staff Determination on Nov. 19, 2002, indicating that the
Company fails to comply with the minimum stockholders' equity
requirement for continued listing set forth in the Marketplace
Rule 4310(C)(2)(B), and that its securities are, therefore,
subject to delisting from The Nasdaq SmallCap Market. The
Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing.

Headquartered in San Jose, Calif., Oryx Technology Corp., is a
technology licensing, investment and management service company
with a proprietary portfolio of high technology products in
surge protection. Oryx also provides management services to
early-stage technology companies through its affiliate, Oryx
Ventures, LLC. Oryx's common stock trades on The Nasdaq SmallCap
Market under the symbol ORYX.

                         *    *    *

                  Going Concern Uncertainty

In its SEC Form 10-Q filed on October 15, 2002, Oryx Technology
reported:

"Working capital decreased by $1,395,000 from a surplus of
$2,025,000 at February 28, 2002 to a surplus of $630,000 at
August 31, 2002. Cash and cash equivalents decreased by
$1,433,000 from $2,053,000 at February 28, 2002 to $620,000 at
August 31, 2002. This decrease in cash and cash equivalents for
the three months ended August 31, 2002 is primarily due to our  
investment of $938,000 in S2 Technologies' Series B Preferred  
Stock financing and from net losses from operations.

"We do not have sufficient capital to meet our anticipated
working capital requirements through fiscal year 2003. We must
raise additional capital through public or private  financings
or other arrangements in order to have sufficient cash to
continue our business operations.  We currently estimate that we
will have to cease operations if we do not raise additional
funding on or before March 2003. In addition, for the quarter
ended August 2002 we have fallen below Nasdaq's minimum tangible
net worth listing requirements to maintain our listing on the
Nasdaq SmallCap Market. We are actively exploring financing
opportunities however, there can be no assurance that we will be
successful in raising any additional funding at all or in time
to meet our financial needs or that any such funding would be on
terms acceptable to us or in the best interest of our
stockholders.  If we cannot raise additional capital on or
before March 2003 on acceptable terms, we will not be able to
achieve our business objectives and continue as a going concern.
As a result of these circumstances, our independent accountants'
opinion with respect to our consolidated financial statements
included in our Form 10-KSB for the year ended February 28, 2002  
includes an explanatory paragraph indicating that these matters
raise substantial doubt about our ability to continue as a going
concern."


OWENS CORNING: Court Approves Amendments to DIP Financing
---------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained the
Court's approval of certain amendments to their DIP Financing.  
The amendments are:

  A. The termination date of the Postpetition Credit Agreement
     is extended from November 15, 2002 until November 15, 2004;

  B. The maximum Commitment under the Postpetition Credit
     Agreement is reduced from $500,000,000 to $250,000,000;

  C. The definition of Material Adverse Effect under the
     Postpetition Credit Agreement has been modified to exclude:

     -- the first $390,000,000 of any Unfunded Pension
        Liability, as defined in the Postpetition Credit
        Agreement, at any time of determination thereof,

     -- the first $240,000,000 of any pension contributions made
        in the 2003 Fiscal Year, and

     -- the first $150,000,000 of any pension contributions made
        in the 2004 Fiscal Year;

  D. The definition of Restricted Investment under the
     Postpetition Credit Agreement is modified to increase
     the amount of permitted Restricted Investments not
     otherwise permitted under the Postpetition Credit Agreement
     from $40,000,000 to $120,000,000;

  E. Section 7.8 of the Postpetition Credit Agreement entitled
     Mergers, Consolidations or Sales, has been modified to
     delete certain references to any Other Subsidiary;

  F. Section 9.1(k) of the Postpetition Credit Agreement has
     been modified to clarify that the appointment of a trustee
     for the sole purposes of investigating and pursuing
     avoidance actions on the Borrowers' behalf will not be an
     Event of Default;

  G. Section 9.1(m) of the Postpetition Credit Agreement has
     been modified to clarify that neither the appointment of an
     examiner for the sole purposes of investigating and
     pursuing avoidance actions on the Borrowers' behalf and
     the application of a Borrower for the appointment of an
     examiner for this purpose, will not be an Event of Default;

  H. The Debtors and its consolidated Subsidiaries will have
     Consolidated EBITDA of not less than these amounts measured
     as of the last day of each fiscal quarter for these
     periods:

                                                   Consolidated
     Period                                           EBITDA
     ------------------------------------------    ------------
     October 1, 2000 through December 31, 2000      $90,000,000

     October 1, 2000 through March 31, 2001        $170,000,000

     October 1, 2000 through June 30, 2001         $270,000,000

     October 1, 2000 through September 30, 2001    $385,000,000

     Fiscal Year ending December 31, 2001          $400,000,000

     Trailing four fiscal quarters ending on
     the last day of each fiscal quarter
     commencing March 31, 2002 and ending
     Dec. 31, 2003                                 $410,000,000

     Trailing four fiscal quarters ending
     March 31, 2004                                $425,000,000

     Trailing four fiscal quarters ending
     June 30, 2004                                 $450,000,000

     Trailing four fiscal quarters ending
     September 30, 2004 and on the last day
     of each fiscal quarter thereafter             $475,000,000
(Owens Corning Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: CPUC & Committee Calls for Re-Solicitation of Votes
----------------------------------------------------------------
Concurrent with the filing of a Second Amended Plan of
Reorganization, the California Public Utilities Commission and
the Official Committee of Unsecured Creditors, appointed in
Pacific Gas and Electric Company's chapter 11 case, for the
second time, propose for a re-solicitation of all the creditors'
preference votes in connection with the competing reorganization
plans, regardless of how the creditors previously voted.

Gary M. Cohen, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, asserts that a re-solicitation of all creditor and
interest holder preferences regardless of how the creditors
voted before is needed because the Second Amended Plan is
materially different from the original CPUC Plan.  The creditors
should be given an opportunity to express their preference in
light of the current Second Amended Plan.  Mr. Cohen notes that
the Creditors' Committee has indicated that the Second Amended
Plan significantly enhanced the likelihood of payment in full of
all allowed claims without undue delay.

Mr. Cohen also tells Judge Montali that the Second Amended Plan
changes the treatment of claims.  Certain claims that were
previously impaired are no longer impaired and vice-versa --
e.g. Classes 3 and 14.

Third, according to Mr. Cohen, the adversary proceeding CPUC
brought against PG&E and PG&E Corp. for improper solicitation of
PG&E Plan votes is still pending and will likely proceed both as
an adversary proceeding and as part of CPUC's objections to the
PG&E Plan.  Consequently, a new re-solicitation of preferences
will help neutralize any harm resulting from PG&E's alleged
improper solicitation of votes.

Mr. Cohen recounts that, at the end of the September 20, 2002
hearing -- after the Court concluded that it would allow re-
solicitation of preference votes consistent with its exchange on
the record with the Committee's counsel -- PG&E' counsel made a
rather absurd argument that only creditors who voted in favor of
both competing plans should be allowed to recast preference
votes.  On the contrary, given the lopsided voting results, Mr.
Cohen points out that a limited re-solicitation would only
render "completely meaningless any re-solicitation of votes."

"Only full re-solicitation of all creditors with respect to the
competing plans would yield meaningful information for the Court
to determine creditor preference," Mr. Cohen asserts.

In connection with re-solicitation of preference votes, CPUC and
the Committee also seek to include supplemental disclosures and
a proposed form of ballot.  The supplemental disclosures
include:

    (1) financial models prepared by UBS Warburg LLC ;

    (2) UBS Warburg's presentation made to the rating agencies;

    (3) the Committee's analysis of the Second Amended Plan; and

    (4) a summary of significant events since the approval of
        the CPUC's original disclosure statement.

Mr. Cohen says the additional information will greatly
facilitate creditors' analysis and understanding of the both the
Second Amended Plan and the PG&E Plan and provides them with
information critical to the decision concerning which Plan they
should prefer.

The proposed form of ballot is a simple ballot which would be
distributed to all creditors enabling them to choose a
preference for one of the two competing Plans.  Mr. Cohen
maintains that all creditors will have an option to vote to
prefer the Second Amended Plan, or the PG&E Plan, or neither of
the Plans.  This new preference vote will supersede the previous
preference vote and only the results of this preference vote
should be considered by the Court.

CPUC and the Committee further ask the Court to direct the
voting agent to disseminate the supplemental disclosure and the
proposed ballot forms to all creditors, 10 days after the re-
solicitation of votes is approved -- at the expense of the
bankrupt estate. The creditors will have 30 days to complete and
return their preference ballots to the voting agent.  CPUC and
the Committee propose to give the voting agent 15 days to
tabulate the votes and prepare a tabulation report.  The report
will be distributed to PG&E, CPUC and the Creditors' Committee
and kept confidential until the Court rules on the
confirmability of both Plans. (Pacific Gas Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PACIFICARE: Names Sharon as Garrett New EVP, Enterprise Services
----------------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY), announced that
Sharon D. Garrett, 53, has been named executive vice president,
Enterprise Services.

In this position, Garrett will be responsible for the company's
information technology efforts and business processes, as well
as claims processing and customer service. She will report to
Howard G. Phanstiel, president and chief executive officer of
PacifiCare Health Systems.

"Sharon is one of those individuals who excels at a variety of
disparate industries and activities," said Phanstiel. "She will
focus on enhancing our information technology, claims processing
and customer service efforts companywide. Her extensive
experience, knowledge and strategic vision will be a value to
PacifiCare as we continue to transform ourselves into a leading
consumer health company."

Garrett's career includes managerial and executive positions in
the health care, entertainment, retail and manufacturing
industries. She joins PacifiCare after holding various interim
executive positions with HQ Global, ChannelPoint, Medsn.com and
Zyan Communications. With these companies she was instrumental
in assessing their financial status, human resources,
organizational effectiveness, product planning/launch and
technology and brand management.

In addition, she helped create new strategic, financial, product
and marketing plans and helped attract additional financing.

From 1989 to 2000, Garrett served as senior vice president and
chief information officer for The Walt Disney Co. There she was
in charge of all business application systems,
telecommunications and data center operations worldwide. Her
responsibilities included supporting both domestic and
international theme park, hotel, consumer products, cruise line,
film, video, television, radio broadcasting, cable network and
Internet operations.

Previously, Garrett served as deputy director of UCLA Medical
Center where she was responsible for health plan contracting,
physician/hospital/health plan alliances and technical
operations for the nation's then-third-largest medical center.
Her diverse health-care industry experience also includes
systems analysis and efficiency studies for Hyatt Medical
Enterprises, the Veterans Administration, American Heart
Association, Catholic Hospital Association and California
Department of Health Services.

In addition, Garrett serves on the board of directors of Ross
Stores Inc., and Corio, an information services provider.

Garrett holds a bachelor's degree in economics, a masters degree
in public health and a Ph.D. in public health from UCLA.

PacifiCare Health Systems is one of the nation's largest
consumer health organizations with approximately $11 billion in
annual revenues. Primary operations include health insurance
products for employer groups and Medicare beneficiaries in eight
states and Guam serving more than 3 million members.

Other specialty products and operations include pharmacy and
medical management, behavioral health services, life and health
insurance and dental and vision services. More information on
PacifiCare Health Systems can be obtained at
http://www.pacificare.com

                         *    *    *

As previously reported, Fitch Ratings upgraded PacifiCare
Health System, Inc.'s existing bank and senior secured debt
ratings to 'BB' from 'BB-'. Concurrently, Fitch upgraded
PacifiCare's senior unsecured debt rating to 'BB-' from 'B+'.
The Rating Outlook is Stable. The rating action affects
approximately $860 million of debt outstanding.

The rating action reflects the significant improvement in
PacifiCare's capital structure following the successful sale of
$500 million 10.75% senior notes due June 2009, the reduction in
outstanding bank debt, and the extension in the maturity of the
company's remaining bank debt. The sale of the notes settled on
May 21, 2002 at 99.389 to yield proceeds of $497 million.


PACIFICARE: A.M. Best Affirms Units' B++ Fin'l Strength Ratings
---------------------------------------------------------------
A.M. Best Co., has affirmed the financial strength ratings of
B++ (Very Good) for several of PacifiCare Health Systems, Inc.'s
(NYSE: PHSY) (Santa Ana, CA) health maintenance organizations
and insurance subsidiaries.

A.M. Best also raised the financial strength rating to B++ (Very
Good) from B+ (Very Good) of PacifiCare of Nevada. Additionally,
A.M. Best has assigned an initial debt rating of "bb-" to
PacifiCare's existing senior unsecured notes and "b+" to the
recently issued convertible subordinated notes. The outlooks are
stable except for the Texas HMO, which remains negative.

The ratings reflect PacifiCare's significant market presence in
commercial and Medicare+Choice market segments, improvement in
earnings, recapitalization and extension of debt, improving
product diversification and excellent brand name recognition.
These strengths are partially offset by PacifiCare's volatility
of earnings, Medicare+Choice concentration and high financial
leverage.

While PacifiCare's earnings weakened substantially during 2000
and 2001, profitability has improved in 2002. A.M. Best
acknowledges the improvement in earnings is directly
attributable to the great strides PacifiCare has made in
stabilizing its business model, improving pricing and health
care cost controls and culling unprofitable membership. Earnings
will most likely continue to improve as pricing for January 2003
renewals reflects further commercial margin improvement.
Nevertheless, A.M. Best notes PacifiCare still capitates
approximately 48% of its hospital contracts and shares risk on
52%. Physician contracts are capitated at 78% and 22% are shared
risk.

A significant challenge for the medium term, is the execution of
a shift in product mix. Although the improvement in this year's
corporate profitability has been driven by commercial business,
A.M. Best's preference would be several more quarters of
positive trends. The Medicare+Choice business segment, which
accounts for only 25% of the total membership, still contributes
approximately 53% of the company's revenues and approximately
46% of the gross profit.

PacifiCare's financial flexibility and capitalization have
improved, although leverage is still considered high. A.M.
Best's concern regarding PacifiCare's financial flexibility last
year is greatly reduced with the extension of the senior credit
facility to January 2005 and the issuance of $500 million of
senior notes, which mature in 2009.

PacifiCare's financial leverage is aggressive for a managed
health care organization, and its debt-to-capital at September
30, 2002, was approximately 37%.Debt to capital increased in
2002 due to a significant write-off of goodwill, which
ultimately decreased stockholders' equity. A.M. Best
acknowledges that PacifiCare has continued to reduce its
financial leverage by periodic debt payments. Over the next one-
two years, financial leverage is expected to be reduced to/or
below 30%.

The following ratings have been assigned to the debt:

    PacifiCare Health Systems, Inc.--

     --  "bb-" on senior unsecured notes  
     --  "b+" on convertible subordinated notes  

The financial strength rating has been raised to B++ (Very Good)
from B+ (Very Good) for the following subsidiary of PacifiCare
Health Systems, Inc.:

     -- PacifiCare of Nevada

The financial strength ratings have been affirmed at B++ (Very
Good) for the following subsidiaries of PacifiCare Health
Systems, Inc.:

     -- PacifiCare of Arizona

     -- PacifiCare of California

     -- PacifiCare of Colorado

     -- PacifiCare of Oklahoma

     -- PacifiCare of Oregon

     -- PacifiCare of Washington

     -- PacifiCare Behavioral Health of California

     -- PacifiCare Dental

     -- PacifiCare Life and Health Insurance Co.

     -- PacifiCare Life Assurance Co.

The financial strength rating remains unchanged at B+ (Very
Good) with a negative outlook for the following subsidiary of
PacifiCare Health Systems, Inc.:

     -- PacifiCare of Texas

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


PERKINELMER INC: Commences Tender Offer for 6.80% Notes Due 2005
----------------------------------------------------------------
PerkinElmer, Inc., (NYSE: PKI) has commenced a cash tender offer
for its outstanding 6.80% Notes due October 15, 2005. In
connection with the tender offer, PerkinElmer is also soliciting
consents to amend the indenture under which the notes were
issued to eliminate substantially all of the restrictive
covenants contained in the indenture. The offer is being made in
connection with PerkinElmer's recently announced plans to
refinance its existing debt. Completion of the offer is not a
condition to completion of the refinancing transactions.

For each $1,000 principal amount of notes tendered, PerkinElmer
is offering to pay $985.00, plus accrued and unpaid interest to,
but excluding, the date of payment for the notes accepted for
purchase. PerkinElmer will pay an additional $15.00 for each
$1,000 principal amount of notes purchased as a consent payment
to holders of notes who tender their notes and deliver their
consents on or before the consent date. As of November 22, 2002,
$115 million in aggregate principal amount of notes was
outstanding.

PerkinElmer's obligation to complete the tender offer and
consent solicitation is subject to a number of conditions,
including PerkinElmer's receipt of funding under its recently
announced refinancing plan, and the receipt of consents to the
indenture amendments from holders of not less than a majority in
aggregate principal amount of the outstanding notes.

The offer is scheduled to expire at 10:00 a.m., New York City
time, on Monday, December 23, 2002, unless extended. In order to
receive the consent payment, holders of notes must tender their
notes and deliver their consents at or before 5:00 p.m., New
York City time, on Friday, December 6, 2002, unless extended.

PerkinElmer has retained Merrill Lynch to act as Dealer Manager
in connection with the offer and as Solicitation Agent in
connection with the consent solicitation. Questions about the
offer may be directed to Merrill Lynch (telephone: (888) ML4-
TNDR (toll-free), or (212) 449-4914) or to D.F. King & Co.,
Inc., the information agent for the offer (collect telephone at:
(212) 269-5550 for banks and brokers; or (800) 290-6426 for all
others).

PerkinElmer, Inc., is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics, and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate
understanding of its customers' needs, PerkinElmer creates
innovative solutions - backed by unparalleled service and
support - for customers in health sciences, semiconductor,
aerospace, and other markets whose applications demand absolute
precision and speed. The company markets in more than 125
countries, and is a component of the S&P 500 Index. Additional
information is available through http://www.perkinelmer.com


PETROLEUM GEO-SERVICES: Fitch Junks Senior Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has downgraded Petroleum Geo-Services ASA senior
unsecured debt rating to 'CCC' from 'B' and downgraded PGO's
trust preferred securities to 'CCC-' from 'B-'. The Rating
Outlook remains Negative.

The downgrade of PGO's ratings is subsequent to the company's
recent announcement that based on preliminary information it
estimates that it will realize one-time non-cash charges in the
third quarter of 2002, plus impairment of goodwill, which in
total are likely to be in the estimated range of $1.1-1.2
billion. These third quarter charges relate primarily to
writedowns of the value of PGO's investments in its Banff FPSO
vessel, its seismic data library and its Atlantis subsidiary.
Shareholders' equity would be negatively impacted by the
impairment of goodwill estimated at roughly $180-$200 million.

In connection with the one-time charges and impairment described
above, PGO has commenced discussions with various creditors to
obtain waivers of financial covenant defaults that might result
from such charges and impairment. While there can be no
assurances, management is optimistic that its effected creditors
will waive the financial covenants which PGO violated with its
latest writedown. Although PGO is current on all payment
obligations under its indebtedness, Fitch is not as optimistic
as management that it will get its lines of credit extended
under similar terms to its existing facility. Fitch also has
concerns that PGO will not complete asset sales necessary to
retire maturing debt, namely the $250 million 6.25% senior notes
due November 2003.

The ratings remain on Rating Outlook Negative reflecting the
potential for a prolonged weak seismic pricing environment.
While PGO has a good seismic backlog, the industry continues to
experience soft demand for marine seismic data and weak margins
due to excess capacity of marine vessels and streamers. In the
near term this could delay PGO's efforts to reduce the company's
debt obligations beyond the level expected from the sale of non-
core assets.

PGO is a technologically focused oilfield service company
principally involved in two businesses: geophysical seismic
services and production services. PGO acquires, processes,
manages and markets 3D, time-lapse and multicomponent seismic
data. This data is used by oil and gas companies in exploration
for new reserves, development of existing reservoirs and
management of producing oil and gas fields.

In its production services business PGO own and operates four
floating, production storage and offloading vessels and operates
numerous offshore production facilities for oil and gas
companies to produce from offshore fields more cost effectively.


POLAROID CORP: Obtains Third Extension of Lease Decision Period
---------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates obtained
permission from the Court to further extend the deadline to
decide whether to assume, assume and assign, or reject their
unexpired leases of nonresidential real property to January 31,
2003 or the date of confirmation of their plan of
reorganization.  

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


QWEST CAPITAL: S&P Further Junks Ratings on Two Related Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust Series
QWS-2 and placed them on CreditWatch with negative implications.

The downgrades and CreditWatch placements follow the Nov. 20,
2002 actions taken on the underlying securities issued by Qwest
Capital Funding Inc., that are also guaranteed by Qwest
Communications International Inc.

PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust Series
QWS-2 are swap-independent, synthetic transactions that are
weak-linked to the underlying collateral, Qwest Capital Funding
Inc.'s (formerly U.S. West Capital Funding Inc.) senior
unsecured debt.

       Ratings Lowered and Placed on Creditwatch Negative
   
               PreferredPLUS Trust Series QWS-1
             $40 million trust certs series QWS-1
   
                                Rating
         Class            To               From
         Certificates     C/Watch Neg      CCC+
   
               PreferredPLUS Trust Series QWS-2
             $38.75 million trust certs series QWS-2
   
                                Rating
         Class            To               From
         Certificates     C/Watch Neg      CCC+


RENAISSANCE HEALTH: Fitch Drops Financial Strength Rating to D
--------------------------------------------------------------
Fitch Ratings has lowered its quantitative insurer financial
strength rating of Renaissance Health Plan, Inc., to 'D' from
'CCCq'. Renaissance was deemed insolvent and placed into
liquidation by the Ohio Department of Insurance following court
approval on November 6, 2002.

Renaissance, formerly known as Emerald HMO, reported $102
million of premiums in 2001 and statutory capital of $891,953 at
December 31, 2001. The company operated primarily in the
Medicaid market, which represented almost 75% of total
membership at December 31, 2001.

          
RATEXCHANGE: Enters Deal to Restructure $6-Mil. Convertible Note
----------------------------------------------------------------
Furthering its mission to build a leading securities broker-
dealer, Ratexchange Corporation (AMEX:RTX) announced that it has
acquired the right to retire its convertible promissory note
payable with a face amount of $5,949,042 at a significant
discount. The Convertible Note, issued to Forsythe McArthur
Associates Inc., can be retired at the discretion of Ratexchange
Corporation based on the transaction terms described below.
Using the closing price of the Ratexchange common stock on
November 20, 2002, the total value of the consideration that
would be provided to Forsythe to retire the Convertible Note,
assuming Ratexchange had exercised the option, amounts to
$1,925,000.

"The retirement of this note is a very important step toward
building a strong, competitive brokerage firm serving emerging
growth companies and institutional investors. The proposed
transaction will significantly lessen our interest expense and
move us toward our goal of near term profitability. We will
reduce both a real and perceived stock overhang, and the
transaction is a tremendous vote of confidence by a
sophisticated lender and investor," said Jon Merriman, CEO of
Ratexchange. "Our decision to restructure this convertible note
is based upon our belief that the value of the additional equity
received from Ratexchange will likely exceed our existing
investment, particularly with this debt burden removed from
their balance sheet," stated Richard A. Forsythe, Chairman and
President of Forsythe Technology Inc., the parent company of
Forsythe McArthur Associates Inc. Mr. Forsythe continues, "I
believe in this management team and their demonstrated ability
to execute on their plan."

                        Transaction Terms

Ratexchange has secured an option from Forsythe in exchange for
500,000 shares of Ratexchange common stock (the "Option"). Upon
the exercise of the Option, the Convertible Note will be
cancelled and Forsythe will receive the following restructured
consideration in full and complete satisfaction of all
obligations owed to Forsythe by Ratexchange: (i) $500,000 in
cash; (ii) 2,000,000 shares of Ratexchange common stock; and
(iii) a new promissory note of principal sum equal to $1,000,000
bearing interest at 3.5% per annum payable quarterly in cash,
maturing on December 31, 2005. The Option, if not exercised,
will expire on June 30, 2003.

Ratexchange is a securities broker-dealer and investment bank
focused on emerging growth companies and growth-oriented
institutional investors. The Company provides sales and trading
services primarily to institutions, as well as advisory and
investment banking services to our corporate clients. Its
mission is to become a leader in the researching, advising,
financing and trading of emerging growth equities. Its RTX
Securities subsidiary is registered with the Securities and
Exchange Commission as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.

At September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $5.4 million.


REUNION INDUSTRIES: Auditors Doubt Ability to Continue Operation
----------------------------------------------------------------
Reunion Industries, Inc.'s negative working capital position of
$52.4 million at September 30, 2002, and the defaults of the
Bank of America Financing and Security Agreement and the 13%
senior notes indicate that the Company may not be able to
continue as a going concern for a reasonable period of time.  

Reunion has a total of $24.855 million of 13% senior notes
outstanding, of which a sinking fund payment of $12.5 million
was due on May 1, 2002 and the remainder is due on May 1, 2003.  
The senior notes require semi-annual interest payments every
November 1st and May 1st.  The Company was unable to make the
semi-annual interest payments of $1.616 million on each of
November 1, 2001, May 1, 2002 and November 1, 2002.  It was also
unable to make the $12.5 million sinking fund payment due May 1,
2002.  This inability to fund its obligations under the 13%
senior notes is due to a lack of liquidity and availability
under its revolving credit facility with Bank of America.

An event of default as defined in the indenture governing the
senior notes has existed since December 1, 2001 as Reunion was
not able to make the November 1, 2001 semi-annual interest
payment within the 30-day cure period provided for in the
indenture.  Although they have not moved to do so while Reunion
executes its plan to restructure and generate liquidity through
asset sales, the senior note holders have the right to
accelerate all amounts outstanding, including accrued and unpaid
interest of $5.16 million, totaling $30.0 million at October 31,
2002.  Interest continues to accrue at approximately $0.3
million per month, including compounded interest at 13% per
annum on the unpaid semi-annual interest payments.

The Company has a total of $7.5 million of senior secured
revolving and term loan credit facilities outstanding at
September 30, 2002 with BOA.  Although it has repaid over $26.0
million of its Bank of America facilities since the beginning of
the year with cash proceeds from sales of assets, it is still in
default under these facilities and has been since September 30,
2001, due to the inability to achieve its financial ratio
covenants contained in the financing and security agreement with
Bank of America.


R.H. DONNELLEY: GS Capital Acquires $70-Mil. of Preferred Shares
----------------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD) -- whose senior secured
$1.5 billion facility has been rated by Standard & Poor's at BB
-- announced that Goldman Sachs Capital Partners 2000, L.P., and
affiliated entities, have invested $70 million in R.H. Donnelley
through the purchase of R.H. Donnelley convertible preferred
stock.

The investment represents the first installment of the
previously announced $200 million commitment from GS Capital
Partners that was entered into in connection with the Company's
pending acquisition of Sprint Corporation's (NYSE: FON, PCS)
directory publishing business.

This $70 million investment by GS Capital Partners was made
earlier than previously anticipated to facilitate the cure of a
technical default under the Company's indenture with respect to
its outstanding $150 million 9-1/8% senior subordinated notes.
The technical default resulted from the inadvertent failure of
the Company to cause certain subsidiaries to be added as
guarantors to the indenture in 2000. The receipt of $70 million
of new equity by the Company and the simultaneous contribution
to R.H. Donnelley Inc., offset certain restricted payments that
had been made by R. H. Donnelley Inc., to R. H. Donnelley
Corporation in 2000 and 2001 while the technical default
existed. As a result of the Goldman Sachs investment and the
execution of supplemental indentures to add these subsidiaries
as guarantors, this technical default has been cured.

The convertible preferred stock purchased by GS Capital Partners
has a conversion price of $24.05 (subject to certain
adjustments) and will carry a dividend of 8%. GS Capital
Partners received warrants to acquire 577,500 shares of R.H.
Donnelley stock with an exercise price of $26.28 per share
(equal to the 30-day trailing average of the stock price). This
represents a pro rata share of the aggregate 1.65 million
warrants to which GS Capital Partners was entitled under the
initial purchase agreement. As part of this first installment,
GS Capital Partners has the right to nominate a director to the
Company's Board of Directors, but has advised the Company that
it does not presently intend to exercise that right. In the
event that the acquisition of Sprint Publishing does not close
by January 31, 2003, the dividend rate will increase and must be
paid in cash if so permitted by the Company's existing debt
documents. On an as converted basis, the $200 million aggregate
investment will give GS Capital Partners a beneficial ownership
stake in R.H. Donnelley of approximately 23% on a fully diluted
basis. The Company will issue treasury stock to satisfy any
conversion of the preferred stock or warrants.

R.H. Donnelley is a leading marketer of yellow pages
advertising. The Company's businesses include relationships with
SBC and Sprint, as well as its pre-press publishing facility in
Raleigh, N.C. For more information, please visit R.H. Donnelley
at http://www.rhd.com  

Goldman Sachs is a leading global investment banking, securities
and investment management firm that provides a wide range of
services worldwide to a substantial and diversified client base
that includes corporations, financial institutions, governments
and high net worth individuals. Founded in 1869, it is one of
the oldest and largest investment banking firms. The firm is
headquartered in New York and maintains offices in London,
Frankfurt, Tokyo, Hong Kong and other major financial centers
around the world. GS Capital Partners is the current primary
investment vehicle of Goldman Sachs for making privately
negotiated equity investments. The current GS Capital Partners
fund was formed in July 2000 with total committed capital of
$5.25 billion, $1.5 billion of which was committed by Goldman
Sachs and its employees, with the remainder committed by
institutional and individual investors.


R.H. DONNELLEY: Intends to Make Tender Offer for 9-1/8% Notes
-------------------------------------------------------------
R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation
(NYSE: RHD), is planning to make a tender offer for all of its
$150 million aggregate principal amount 9-1/8% senior
subordinated notes due 2008, and a related exit consent
solicitation.

RHD anticipates that the tender offer purchase price (including
any related consent payment) will be par plus accrued interest
to the date of repurchase, and that consummation of the tender
offer will be conditioned upon, among other things, the
consummation of the pending acquisition of the Sprint Publishing
and Advertising business and related financings. The exact terms
and conditions of the tender offer and exit consent solicitation
will be specified in, and are qualified in their entirety by,
the tender offer and consent solicitation statement and related
materials that will be distributed to holders of 2008 Notes.


R.H. DONNELLEY: Plans to Increase Debt Issuance to $925 Million
---------------------------------------------------------------
R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation
(NYSE: RHD), is planning on increasing the size of its offering,
through one of its subsidiaries, to an aggregate of $925 million
with $325 million of senior notes and $600 million of senior
subordinated notes to certain institutional investors in an
offering exempt from the registration requirements of the
Securities Act of 1933.

R.H. Donnelley Inc., intends to use the proceeds from the
offering to partially finance the acquisition of Sprint
Corporation's directory publishing business, to repay existing
senior debt and to fund the tender offer for its existing 9-1/8%
senior subordinated notes due 2008.

The senior notes and the senior subordinated notes to be offered
have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. This press release shall not constitute an offer
to sell or a solicitation of an offer to buy such notes and is
issued pursuant to Rule 135c under the Securities Act of 1933.


SPECTRASITE HOLDINGS: 5-Member Creditors' Committee Appointed
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina appoints a five-member Official Committee of Unsecured
Creditors, in the chapter 11 case involving Spectrasite Holdings
Inc.  The appointees are:

     1) Kenneth Liang
        Oaktree Capital Management
        333 S. Grand Ave., 28th Floor
        Los Angeles, CA 90071

     2) Rob Katz
        Apollo Management
        1301 Ave. of Americas
        38th Floor
        New York, NY 100

     3) Travis Rhodes
        Fidelity Investments
        82 Devonshire St., E20G
        Boston, MA 02109
     
     4) Eric R. Johnson
        Conseco Capital Management, Inc.
        11825 N. Pennsylvania St.
        P.O. Box 1925
        Carmel, IN 46032

     5) Susan Tolson
        Capital Research Co.
        11100 Santa Monica Blvd.
        Suite 1500
        Los Angeles, CA 90025

Spectrasite Holdings, Inc., is a holding company incorporated in
Delaware whose principal asset is 100% of the common stock of
SpectraSite Communications, Inc., a telecommunication company.  
The Company filed for chapter 11 protection on November 15,
2002.  Terri L. Gardner, Esq., at Poyner & Spruill, LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$742,176,818 in total assets and $1,739,522,826 in total debts.


SUNBEAM CORP: S.D.N.Y. Court Confirms Plan of Reorganization
------------------------------------------------------------
Sunbeam Corporation announced that the U.S. Bankruptcy Court for
the Southern District of New York confirmed the plans of
reorganization for Sunbeam Corp., and its domestic subsidiaries.
Sunbeam, its secured lenders and the Unsecured Creditors
Committee, consisting primarily of holders of zero coupon
subordinated debentures, resolved the Committee's objections to
the Company's plan of reorganization.  With this confirmation of
these plans, Sunbeam expects to close the transactions under the
plans and emerge from chapter 11 as soon as possible.

The Company's new financial structure will substantially de-
leverage Sunbeam's balance sheet and provide the resources and
flexibility for Sunbeam to pursue its strategic plan.  All
Sunbeam's operating businesses will continue to build on their
strong brands, market leadership, reputation for quality and
commitment to innovative new products to ensure long-term
strength and growth. The Company also looks forward to building
upon and strengthening its excellent relationships with vendors
and customers.

Jerry W. Levin, Chairman and Chief Executive Officer of Sunbeam,
said, "This is the positive outcome that we've all been working
so hard to achieve. First and foremost, I want to thank all our
dedicated employees who stayed focused on our goal despite the
challenges of operating under chapter 11 and the very difficult
economic environment we faced in the last year. I also want to
extend my sincere thanks to the vendors and customers who gave
their support and cooperation to Sunbeam during this process.  I
am very pleased that we have reached a consensual plan of
reorganization.  With the Court's confirmation of our
reorganization plans and the consensus we have reached today, we
will be able to emerge from Chapter 11 as quickly as possible."

Mr. Levin continued, "It has been a complex and challenging
venture for all of us at Sunbeam, but a great organization like
this one makes all the effort worthwhile.  Sunbeam(R), Oster(R),
Mr. Coffee(R), Health o meter(R), Coleman(R), First Alert(R),
Powermate(R) and Campingaz(R) are powerful brand names backed by
dependable, innovative products.  Sunbeam's businesses have
become more efficient and effective than ever before.  We intend
to continue to build on the firm foundation we now have put in
place. I believe there is a brighter future ahead for this
Company and all its stakeholders.  With our new capital
structure and substantially decreased debt, we will have the
financial resources and flexibility to move forward as a
stronger, more competitive company."

The plan of reorganization filed for Sunbeam Corporation
provides for, among other things, converting substantially all
of Sunbeam's secured bank debt to equity in Sunbeam.  The
principal equity holders will be Morgan Stanley, Wachovia, Bank
of America and Oaktree Capital.  The holders of zero coupon
subordinated debentures will receive 1.5 percent of the equity
of Sunbeam.  The other unsecured creditors of Sunbeam will share
$1 million.  The plan of reorganization for Sunbeam's domestic
operating subsidiaries provides for payment in full to all
unsecured creditors, among other things.

The name of Sunbeam Corporation will be changed to American
Household, Inc.  The Company will continue to be operated
through three separate subsidiaries, each owned by American
Household, Inc.:  Sunbeam Products, Inc.; The Coleman Company,
Inc.; and First Alert/Powermate, Inc.  Mr. Levin will serve as
Chairman of each subsidiary.

Sunbeam Products Inc., will continue to design, manufacture and
market products globally under the Sunbeam, Mr. Coffee, Oster,
Health o meter and other brands.  Andrew Hill will serve as
President and Chief Executive Officer of Sunbeam Products.

The Coleman Company, Inc., will continue to manufacture and
distribute a wide range of outdoor products for camping and
leisure-time activities globally under the Coleman, Campingaz
and other brands.  Bill Phillips will serve as President and
Chief Executive Officer of The Coleman Company, Inc.

First Alert/Powermate, Inc., will continue to manufacture both
portable and standby generators, air compressors and pressure
washers under the Coleman Powermate and other brands and smoke
detectors, carbon monoxide detectors, fire extinguishers and
other home safety devices under the First Alert, BRK Electronics
and other brands.  Gwen Wisler will serve as President and Chief
Executive Officer of First Alert/Powermate, Inc.


SUPRA TELECOM: Prevails Over BellSouth -- LENS Network Back On
--------------------------------------------------------------
Supra Telecom, a Competitive Local Exchange Carrier offering
affordable local, long distance and Internet access services,
announced the U.S. Bankruptcy Court in Miami found that
BellSouth wrongfully refused Supra's access to BellSouth's LENS
Network. The Court ordered BellSouth to provide Supra with
access to BellSouth's LENS network, which allows Supra to
service new and existing customers.

In an interview from Supra's Miami office, Chief Executive
Officer Kay Ramos stated, "This is a major victory for
consumers. By restoring Supra to LENS, BellSouth cannot stop
customers from switching to Supra and saving money. We regret
any inconvenience to our customers by the actions of BellSouth.
Now we can get back to business in servicing new and existing
customers."

The re-activation of LENS allows Supra to begin taking new
customer orders and manage its existing customer-base. The
company plans to call every person and/or business delayed in
switching to Supra so they can begin saving money. The Court
ruled that BellSouth must restore Supra's access before noon on
Tuesday. The Court also ruled that Supra should get access to
colocation sites located in BellSouth central offices, which
will allow Supra to set up its own switch-based network.

According to Brian Chaiken, Supra's General Counsel, "this is
another example of BellSouth refusing to comply with the law,
and acting in an anti-competitive manner designed to harm Supra.
We are pleased by the Court's ruling, which clears the way for
customers to continue to switch to Supra and begin saving
money."

Following is a list of important dates and corresponding
events/actions that have occurred since Supra filed for chapter
11 protection:

1. 11/22/02 -- The Court orders BellSouth to re-connect
               Supra Telecom to its LENS Network and colocation
               sites.

2. 11/18/02 -- Sprint agrees to re-connect Supra to its IRES
               Network and offer UNE-P pricing.

3. 11/12/02 -- BellSouth officially contacts the Florida Public
               Service Commission to withdraw its petition to
               deploy the Emergency Service Continuity Plan and
               cease contacting Supra customers.

4. 11/5/02 --  The Court finds that BellSouth likely owes Supra
               for access revenues. A full accounting is
               underway.

5. 11/5/02 --  BellSouth claims Supra owes it $18 million for
               one month's worth of service. The Court reduced
               the amount to $7.5 million.

6. 10/28/02 -- BellSouth officially contacts the Florida Public
               Service Commission to temporarily cease
               deployment of the Emergency Service Continuity
               Plan.

7. 10/25/02 -- BellSouth quickly stops contacting Supra
               customers.

Supra Telecom is a Miami-based Competitive Local Exchange
Carrier offering affordable Local, Long Distance and Internet
access services. To learn more about Supra Telecom or to switch
your telephone service, call toll-free at 1-888-31-SUPRA
(78772), or visit the company's Web site at
http://www.supratelecom.com


SWEETHEART HOLDINGS: Weak Performance Spurs S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on paper
products manufacturer Sweetheart Holdings Inc., and its
affiliates as a result of weak recent performance and
refinancing risk.

Standard & Poor's said that it has lowered its corporate credit
rating on the company to 'CCC+' from 'B+'. All of the ratings
remain on CreditWatch. However, Standard & Poor's said that it
has revised the implications to developing from negative.
Developing implications means that the ratings could be raised,
lowered, or affirmed. The Owings Mills, Maryland-based company's
total debt, including capitalized operating leases, exceeds $700
million.

"The downgrade is the result of very weak credit measures,
uncertainty regarding the company's ability to refinance a
significant upcoming debt maturity, and the possibility of a
distressed debt exchange", said Standard & Poor's credit analyst
Cynthia Werneth.

Sweetheart has offered to exchange its senior subordinated notes
due in September 2003 for notes with similar terms and
conditions due in January 2007. Ms. Werneth said that if the
exchange is executed under the proposed terms, Standard & Poor's
will deem this a distressed exchange and will lower the
corporate credit rating to 'SD', or selective default, and the
rating on the Sweetheart notes to 'D'. Following a successful
completion of the exchange offer, the corporate credit rating
could be revised from `SD' to as high as 'B-' to reflect the
easing of refinancing pressures.

If Sweetheart is unable to exchange or refinance the existing
notes, its $235 million bank credit facility, which is heavily
drawn, will become due on March 1, 2003. If the exchange offer
is unsuccessful and the company defaults on its bank debt, all
the ratings would be lowered to 'D'. However, Standard & Poor's
noted that Sweetheart is pursuing a number of strategic options
including possible asset sales. If asset sale proceeds are used
to reduce debt and maturities become more manageable, ratings
could be raised.

Standard & Poor's said that its ratings on Sweetheart reflect
high debt levels and a below-average business position in the
relatively low-margin manufacture and distribution of paper and
plastic food service items.


TRANS ENERGY: HJ & Associates Expresses Going Concern Doubt
-----------------------------------------------------------
Trans Energy, Inc.'s financial statements and accompanying data
were not available in order to timely complete the financial
statements to be filed with the SEC.  However, the Company
expects to report that revenues for the three and nine month
periods ended September 30, 2002 declined 24% and 39%
respectively, when compared to the corresponding 2001 periods.
Total revenues for the three and nine month periods ended
September 30, 2002 were $283,478 and $629,072, respectively,
compared to $374,722 and $1,036,553 for the corresponding 2001
periods.  The Company reported a net loss of $549,810 for the
third quarter 2002 compared to a net loss of $145,288 for the
third quarter of 2001.  The net loss for the first nine months
of 2002 was $1,198,634 compared to a net loss of $594,995 for
the 2001 period.

HJ & Associates, LLC of Salt Lake City, Utah, auditors for
Trans Energy, Inc.'s financial information for the year ended
December 31, 2001 reports in its Auditors Report dated March 15,
2002: "[T]he Company has generated significant losses from
operations, has an accumulated deficit of $25,251,849 and has a
working capital deficit of $5,471,698 at December 31, 2001,
which together raises substantial doubt about its ability to
continue as a going concern."

Trans Energy, Inc., a Nevada corporation, is primarily engaged
in the transportation, marketing and production of natural gas
and oil, and also conducts exploration and development
activities.  The Company owns an interest in seven oil and gas
wells in West Virginia, owns and operates one oil well in
Wyoming, and owns an interest in seven oil wells in Wyoming that
it does not operate. It also owns and operates an aggregate of
over 100 miles of three-inch, four-inch and six-inch gas
transmission  lines located within West Virginia in the Counties
of Ritchie, Tyler and Pleasants.  This pipeline system gathers
the natural gas produced from these wells and from wells owned
by third parties.  TSRG also has approximately 16,500 gross
acres under lease in the Powder River Basin in Campbell, Crook
and Weston Counties, Wyoming. In 2001, the Company participated
in the drilling of three drill downs to the Benson Sand in West
Virginia.


TRANSTEXAS GAS: Gets Okay to Pay Vendors' Prepetition Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
gave its nod of approval to TransTexas Gas Corporation's
application to pay the prepetition claims of the Critical
Vendors in the ordinary course of their businesses.  The Debtors
estimate that the amount due for Critical Vnedors' prepetition
claims is $283,379.

The Debtors relate that prior to the Commencement Date, and in
the ordinary course of their businesses, they maintained ongoing
relationships with certain vendors critical to the continued
operations of the Debtors, such as services companies for gas
meters, chemicals, well servicing, and compressors.

The Debtors asset that the continued availability of the
services of these Critical Vendors is essential to their
operations and the efficient administration of the estates.

If not paid, these Critical Vendors are likely to decline
further work for the Debtor or discontinue the provision of
necessary goods and services.  It would be impractical to force
the Debtor to search for new vendors with whom no relationship
has been established.  The quality of the goods or services
could not be guaranteed, nor could established and manageable
pricing. If the Debtor must search for and obtain new vendors,
it would introduce confusion and uncertainty at a time when
stable business operation is critical.  

TransTexas Gas Corporation, a company involved in the
exploration for, production and sale of natural gas and oil,
filed for chapter 11 protection on November 14, 2002.  
Stephen A. Roberts, Esq., at Strasburger & Price LLP represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from its creditors it listed assets of over
a hundred million and debts of over $300 million.


TXU EUROPE: S&P Drops Credit Rating on Notes to Default Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on
the notes issued by TXU Europe Funding Ltd., to 'D' from 'CC',
following the downgrade of the senior unsecured debt rating on
TXU Eastern Funding Co.  At the same time, the notes were
removed from CreditWatch, where they had been placed on Oct. 23,
2002.

The rating on the senior unsecured debt issued by TXU Eastern
Funding acts as a supporting rating to the notes issued by TXU
Europe Funding, a special-purpose entity that issued EUR500
million secured 7% notes on Nov. 29, 2000. The rating on TXU
Eastern Funding's debt was lowered to 'D' and removed from
CreditWatch on Nov. 20, 2002, after the company filed for
administration.

While TXU Eastern Funding's bond payments have not yet been
missed, the filing for administration constitutes an event of
default under Standard & Poor's rating criteria.


UNIFORET INC: US Noteholders-Creditors Accept Amended CCAA Plan
---------------------------------------------------------------
Uniforet Inc., and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc., announced that they have held
the meeting of the class of US Noteholders- creditors and that
the required majority of creditors has approved their amended
plan of arrangement under the "Companies' Creditors Arrangement
Act" which sets out the terms of the restructuring of their
debts and obligations. The creditors of the six other classes
have already approved the plan at meetings held on August 15,
2001. The Company will, as soon as possible, ask the Court to
sanction the plan and will issue a press release once the
hearing date will have been fixed.

The Company keeps on its current operations. Suppliers who
provide goods and services necessary for the operations of the
Company are paid in the normal course of business.

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


UNITED STATIONERS: Elects Richard Gochnauer as President & CEO
--------------------------------------------------------------
The board of directors of United Stationers Inc., (Nasdaq: USTR)
said that Richard W. Gochnauer, 52, has been elected president
and chief executive officer.  His promotion will become
effective following the retirement of Randall W. Larrimore, 55,
current president and chief executive officer, on December 23,
2002.  In addition, Larrimore will be resigning from United's
board of directors. Larrimore's retirement agreement was
included as an exhibit to a current report on Form 8-K filed
with the Securities and Exchange Commission Monday.

"Last year, I discussed with our board of directors my desire to
retire in the near future," said Larrimore. "I wanted to get
more involved in several nonprofit organizations, do some part-
time teaching and serve on corporate boards. As a result, we
launched a search for a chief operating officer, expecting this
person to become CEO upon my retirement.  Dick Gochnauer joined
United in July and has put his time to good use, getting up to
speed about our company and our industry. He has had extensive
involvement with our customers, suppliers and associates; and we
believe it is now appropriate for him to make the transition to
CEO."

"The reigns of leadership at United are in very capable hands,"
Larrimore added.  "We have a very strong management team and
dedicated, hard-working associates who will take United
Stationers to the next level.  Clearly, this is one of the best
teams with which I've worked, and I am very proud to have been
part of this outstanding company.  With Dick's thoughtful
leadership, belief in our culture, focus on superior customer
service and dedication to efficiency throughout the distribution
chain, I am confident United will provide attractive long-term
returns to its stockholders."

"We are extremely pleased to have a person with Dick's
experience, commitment and value system as United's president
and CEO," said Fred Hegi, chairman of the board.  We were
impressed by Dick's extensive background in distribution, his
strong hands-on operational understanding and his focus on
providing superior customer service.  These strengths will be
valuable in helping United advance to a new level in
performance."

"At the same time, I want to express the board's gratitude to
Randy.  He brought a longer-term strategic focus to United and
helped develop an organization to make that vision a reality.  
We value his contribution, applaud his desire to give something
back to society and sincerely wish him well," concluded Hegi.

Prior to joining United Stationers, Gochnauer was vice chairman
and president of Golden State Foods.  GSF is a diversified
manufacturer and distributor to the foodservice industry, with
total revenue of approximately $2.2 billion.  Before joining GSF
in 1993, Gochnauer was executive vice president and general
manager of the Household Products Division of The Dial
Corporation.  From 1982 to 1989, he was president of Stella
Cheese, a Division of Universal Foods Corporation.  Before that
Gochnauer was president of the International Division of
Schreiber Foods, Inc.  He started with Schreiber in 1974 as a
second shift supervisor after graduating from business school.  
A native of Kansas City, Gochnauer has a master's degree in
business administration from Harvard Business School and a
bachelor's degree in industrial engineering from Northwestern
University.

United Stationers Inc., with trailing 12 months sales of
approximately $3.7 billion, is North America's largest wholesale
distributor of business products and a provider of marketing and
logistics services to resellers.  Its integrated computer-based
distribution system makes more than 40,000 items available to
approximately 20,000 resellers.  United is able to ship products
within 24 hours of order placement because of its 36 United
Stationers Supply Co. distribution centers, 24 Lagasse
distribution centers that serve the janitorial and sanitation
industry, two Azerty distribution centers in Mexico that serve
computer supply resellers and two distribution centers that
serve the Canadian marketplace. Its focus on fulfillment
excellence has given the company an average order fill rate of
98%, a 99.5% order accuracy rate, and a 99% on-time delivery
rate.  For more information, visit
http://www.unitedstationers.com  

The company's common stock trades on the Nasdaq National Market
System under the symbol USTR and is included in the S&P SmallCap
600 Index.

As previously reported, Standard & Poor's affirmed United
Stationer's BB Corporate Credit Rating.


US AIRWAYS: Will Furlough 2,500 More Employees within Q1 2003
-------------------------------------------------------------
US Airways said it will furlough approximately 2,500 more
employees over the next three months and seek work rule and
benefit changes to complete its cost-cutting initiatives and
emerge from Chapter 11 protection in the first quarter of 2003.  
As part of management's commitment to preserve jobs where
possible, the company has committed to maintain the mainline
fleet at its current level of 279 aircraft -- 34 more than
required under the Restructuring Agreements ratified this past
summer -- provided the company's labor unions also agree to
additional cost-cutting initiatives that have been proposed by
the company for approval prior to the company's filing of its
plan of reorganization in the Bankruptcy Court in December.

"Every mature network airline is struggling with how to adapt to
fundamental changes in the airline business, where high costs
will no longer be subsidized by passengers paying premium fares
and low-cost airlines have become a major force in the industry.  
Cost-cutting and furloughs are an unfortunate and painful part
of that process, and as difficult as these furlough decisions
are, we must take these actions to ensure our successful
restructuring and stay on plan to emerge from Chapter 11
protection in March 2003," said David Siegel, US Airways
president and chief executive officer.

All work groups will be affected as a result of this action.  
Included in this announcement are plans to close a heavy
maintenance hangar in Tampa and a reservations call center in
Orlando.  Employees who hold seniority-based priority at those
two facilities will be offered positions at other US Airways
facilities in Pennsylvania and North Carolina where these
functions will be consolidated.  Further specific details about
the number of employees and locations are not available at this
time, but will be communicated to employees as they are
finalized.

Siegel said that as part of its final push to reduce costs and,
in recognition of reductions in fourth-quarter and 2003
industry-wide financial performance estimates, the company has
begun the process of meeting with its labor union leadership to
identify work rule changes and other cost-saving initiatives.  
While the airline has met its original target of cost savings as
outlined to the Air Transportation Stabilization Board in
conjunction with its application for a federal loan guarantee,
industry-wide revenue shortfalls have forced the company to
revise its business plan and further reduce operating costs.

"Our airline has some of the most inefficient work rules in the
industry that drive up our costs in ways we can no longer afford
in this new, tough revenue environment.  The good news is that
changing some of these rules will make us much more competitive,
without the need to further reduce pay rates. We are clearly
focused on saving as many jobs as possible, and on preserving
competitive pension and benefits compensation, but we can only
do that if we have a viable business," said Siegel.  "We have an
obligation to all of our stakeholders to use this Chapter 11
process to make permanent, structural improvements to our
airline so that we are positioned for long-term success."

The Tampa maintenance hangar will be closed immediately, with
work shifted to US Airways facilities at Charlotte and
Pittsburgh.  The Orlando reservations center will be closed on
Jan. 10, 2003, with work moved to Pittsburgh and Winston-Salem,
N.C., offices.  Non-management employees at the Tampa and
Orlando facilities who hold seniority will be allowed to
transfer, should they so choose.

The airline intends to file its disclosure statement and plan of
reorganization on or prior to Dec. 20, 2002, in time for the
Bankruptcy Court to consider the adequacy of the disclosure
statement at a scheduled Jan. 16, 2003, omnibus hearing, and
hopes to complete the process of meeting all remaining
conditions of the ATSB loan in the near future.

US Airways currently has approximately 35,000 active employees
and provides service to 200 destinations in the U.S., Europe,
Canada, the Caribbean and Mexico.  Since filing for Chapter 11
protection in August 2002, it has reduced its work force by
almost 2,500.  Prior to Sept. 11, 2001, the airline had 49,000
active employees.


US AIRWAYS: State Street Obtains Approval to Consolidate Claims
---------------------------------------------------------------
In a Court-approved Stipulation, the US Airways Group Debtors,
State Street Bank and Trust Company of Connecticut, N.A., and
State Street Bank and Trust Company agree that State Street Bank
will file consolidated claims under one case number.

John Wm. Butler, Jr., Esq., at Skadden, Arps, recounts that on
August 12, 2002, the Court procedurally consolidated the
Debtors' Chapter 11 cases, Case Nos. 02-83984-SSM through 02-
83991-SSM, and ordered joint administration under In re US
Airways Group, Inc., Case No. 02-83984-SSM.  The Joint
Administration Order states, "all schedules, statements and
proofs of claims shall be filed in each separate case."

On September 5, 2002, the Court entered an order establishing
November 4, 2002 and February 7, 2003 as the deadline for non-
governmental and governmental creditors to file proofs of claim
against the Debtors.  The Bar Date Order requires creditors with
claims against more than one Debtor to file a separate proof of
claim against each Debtor.

According to Mr. Butler, State Street Bank acts as fiduciary for
multiple parties in transactions pursuant to which the Debtors
financed, through ownership and lease, Aircraft and associated
engines.

State Street acts in three separate capacities in connection
with financing transactions.  Mr. Butler warns that this could
result in filing multiple proofs of claim for many of the same
transactions.  To require State Street to engage in the
meaningless exercise of dividing unified transactions into
numerous proofs of claim would increase the administrative
burden on the Debtors, requiring them to address a number of
proofs of claim each time they make a decision on disposition of
items of Owned or Leased Aircraft.

Additionally, filing many separate proofs of claim would impose
an undue administrative burden on the Debtors, State Street, the
Court and the Debtors' claims agent.  The parties entered into
the Stipulation solely as an accommodation to State Street Bank
to minimize duplication and cost by eliminating numerous proofs
of claim.

Accordingly, the Debtors, State Street Bank and the Official
Committee of Unsecured Creditors agree that the filing of a
proof of claim by State Street Bank will be deemed to constitute
the filing of a proof of claim in each of the jointly
administered cases, 02-83984 through 02-83991.

Either the Debtors or the Committee may request additional
information.  Consequently, each claim State Street Bank files
in the Lead Case will be deemed as a claim asserted against each
of the applicable Debtors and will contain all the information
necessary to evaluate the claims.

Mr. Butler assures the Court that no party-in-interest will be
prejudiced by the Stipulation because it specifically provides
that it "shall not be deemed to constitute an agreement or
admission as to the validity of any claims and shall not affect
the substantive rights of any of the Debtors, State Street, the
Official Committee of Unsecured Creditors or any other party in
interest with respect to the allowance, amount or priority of
the claims encompassed in the single State Street proof of claim
or with respect to any objection, defense, offset or
counterclaim related to any such claims."

Accordingly, the Stipulation preserves the rights of the
Debtors, the Committee, and all other parties-in-interest with
respect to any claims filed by State Street Bank and only
provides administrative relief without affecting substantive
rights. (US Airways Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


U.S. INDUSTRIES: Successfully Completes Debt Restructuring Plan
---------------------------------------------------------------
U.S. Industries, Inc., (NYSE-USI) has accepted for payment
$54,763,000 in aggregate principal amount of its 7-1/4% Senior
Notes due 2006 validly tendered in USI's tender offer and
related consent solicitation, launched on October 24, 2002.

The tender offer expired on November 22, 2002. USI will promptly
deposit with Wells Fargo Bank Minnesota, N.A., USI's Depositary,
payment for the accepted 2006 Notes.

The successful consummation of the tender offer has completed
the Company's plan to reduce its overall debt and extend the
maturities of its bank credit facility and 7-1/8% senior notes
due 2003. Asset sales and cash flow along with the tender offer
and the exchange offer for the 2003 Notes have enabled USI to
reduce its outstanding debt by approximately $743 million since
June 2001. USI's bank credit facility now becomes due on October
4, 2004 and in the exchange offer for its 2003 Notes,
approximately 96% of the holders tendered their notes in
exchange for 11-1/4% senior notes due 2005. Cash held in escrow
for the 2003 Notes was used to reduce the outstanding principal
of those 2003 Notes by approximately $105 million. USI has
substantially reduced its interest expense as a result of the
debt restructuring, and has enhanced its flexibility to further
refinance or to repay its debt in full over time.

David H. Clarke, Chairman and Chief Executive Officer of U.S.
Industries, said, "With the successful completion of the note
exchange and tender offers and the extension our bank credit
facilities, we are in a much more secure financial position and
we can place additional focus on our core operating businesses."

Approximately $124,955,000 in aggregate principal amount, or
over 99%, of USI's outstanding 2006 Notes has been tendered for
purchase. These numbers are based upon a preliminary count by
Wells Fargo Bank Minnesota, N.A., USI's Depositary.

U.S. Industries owns several major businesses selling branded
bath and plumbing products, along with its consumer vacuum
cleaner company. The Company's principal brands include Jacuzzi,
Zurn, Sundance Spas, Eljer, and Rainbow Vacuum Cleaners.


US UNWIRED: S&P Junks Ratings Due to Planned Covenant Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on wireless telephone operator US Unwired Inc. and
wholly owned subsidiary IWO Holdings Inc., to 'CCC' from 'B',
and removed the ratings from CreditWatch with negative
implications.

The ratings were originally placed on CreditWatch on Oct. 11,
2002 over concern about bank covenant compliance in 2003 and
challenging industry conditions. The outlook is negative. The
Lake Charles, Louisiana-based company had $743.7 million of debt
as of Sept. 30, 2002.

Standard & Poor's believes that US Unwired is unlikely to meet
the total debt to EBITDA covenant in the first half of 2003
under the US Unwired credit facility. A tightening minimum
subscriber covenant under the IWO facility also could present a
compliance problem in 2003.

"The company may have difficulty renegotiating the covenants,
given slowing growth from heavy competition and churn problems
related to subprime customers. US Unwired generates roughly
break-even EBITDA, but discretionary cash flow is negative,
largely from considerable capital spending," said Standard &
Poor's credit analyst Eric Geil. "Assuming heavy competition and
economic uncertainty, the company's weak financial condition is
likely to persist during the intermediate term."

Standard & Poor's also said that covenant compliance problems
could impair external liquidity amid the challenging wireless
operating environment and lead to a near-term downgrade.

Despite adding more than 80,000 gross subscribers in the third
quarter of 2002, heavy 4.7% monthly churn gave US Unwired anemic
net subscriber growth of less than 1% on sequential-quarter
basis. The spike in churn was caused by termination of nonpaying
subscribers, most of whom were attributed to the no-deposit
account spending limit program that US Unwired eliminated for
new subscribers in its northern markets in September 2002,
following reinstitution of deposits in the southern markets in
early 2002.


USG CORP: Keeps Plan Filing Exclusivity Until March 1, 2003
-----------------------------------------------------------
Judge Newsome grants USG Corporation and its debtor-affiliates'
request for third extension of their exclusive periods. However,
Judge Newsome shortens the extension of the Debtors' Exclusive
Period to file a plan to March 1, 2003, rather than the
requested May 1, 2003 and the Exclusive Period to solicit
acceptance of that plan from creditors, through May 1, 2003
rather than the requested July 1, 2003. (USG Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VERITAS DGC: Posts Weaker Financial Results for October Quarter
---------------------------------------------------------------
Veritas DGC Inc., (NYSE:VTS) (TSX:VTS) announced financial
results for its first fiscal quarter ended October 31, 2002.

Chairman and CEO, Dave Robson, commented on the quarter, "While
revenue increased in most of our divisions from the first
quarter of last year, our land acquisition operation was plagued
with several unusual events resulting in contractual force
majeurs, including two lightning strikes, two hurricanes and
civil unrest. Due to the soft business conditions, we are
continuing to evaluate spending levels in all facets of our
business and have taken actions in the beginning of the second
quarter to further reduce our overhead levels and focus
management's attention on generating free cash flow."

Revenue for the first quarter was $137.5 million, an increase of
13% compared to the prior year's first quarter. Net income
decreased to $1.6 million versus $7.6 million in the prior
year's first quarter.

                         Multi-client

Multi-client revenue increased by 8% compared to the first
quarter of fiscal year 2002 and 5% sequentially. Net cash
spending on multi-client data library was $37.5 million during
the quarter and the multi-client library balance at the end of
the quarter was $348.4 million.

Land multi-client revenue declined by 37% compared to the first
quarter of fiscal 2002 and increased 53% sequentially. Most of
the Company's effort was focused on acquiring and processing
several surveys in the Alberta foothills and US Rocky Mountains,
where client interest and pre-funding levels are high. Land
shelf sales continue to be weak.

Marine multi-client revenue increased by 30% compared to the
first quarter of fiscal 2002 and decreased 3% sequentially.
During the quarter, the Company acquired and processed large
amounts of data on multi-client surveys in Brazil and Norway,
all of which enjoyed high pre-funding levels. Shelf sales
improved in the Gulf of Mexico and Nigeria, but were slow
overall.

                          Contract

Although overall contract revenue increased by 18% compared with
the first quarter of 2002, and 57% sequentially, financial
performance by the contract business remains weak in both land
and marine acquisition operations due to aggressive industry
pricing. Margins have improved in the contract processing
business as cluster computing technology provides better price
performance in the Company's Pre-Stacked Depth Migration
product.

Contract land revenue increased by 14% from the prior year's
first quarter. The increase was primarily due to a large
acquisition job in Peru. As of October 31, 2002, the Company was
operating 5 land crews; 1 in Canada, 2 in the US, 1 in South
America and 1 in Oman. A second crew will begin shooting in Oman
in November and several crews are expected to be added in Canada
as the winter season progresses.

Contract marine revenue for the first quarter increased by 24%
from the prior year's first quarter due to jobs in Morocco and
Trinidad. The Company expects this trend to continue as it
dedicates more of its fleet to contract versus multi-client
work.

                        Operating Income

Operating income as a percent of revenue decreased to 5.9%
compared to 12.5% in the prior year's first quarter. Margins
declined due to the operational disruptions described above and
lower margins from multi-client shelf sales. General and
administrative expense increased by $1.8 million from the prior
year's first quarter due to severance and other non-recurring
costs.

                             Other

Other expense was $1.2 million and included losses in the
Company's Indonesian joint venture and foreign translation
losses.

                             Backlog

The Company's backlog declined to $155.2 million from $216.4
million in the prior quarter. Progress on large multi-client
surveys and completion of several US and South American land
acquisition jobs have significantly reduced backlog during the
quarter.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical services and technologies to
the petroleum industry worldwide.

                          *   *   *

As reported in Troubled Company Reporter's Tuesday Edition,
Fitch 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.


VISUAL BIBLE: Narrows Net Capital Deficit to $1.5MM at Sept. 30
---------------------------------------------------------------
Visual Bible International, Inc., (OTCBB:VBIB) reported its
results for the third quarter and nine months ended
September 30, 2002.

For the nine-months ended September 30, 2002, the company
reported net income of $56 thousand, a significant improvement
over a net loss of $20.0 million for the corresponding period in
2001. The Company incurred a net loss of $327 thousand in the
third quarter of 2002 as compared to a loss of $1.0 million in
the same quarter last year.

Sales revenue generated from Visual Bible's existing library was
$56 thousand for the quarter ended September 30, 2002, compared
with $363 thousand for the corresponding period in 2001. The
decline in sales was expected as the Company closes out its
existing inventory. For the nine-month period ended
September 30, 2002, sales revenue was $399 thousand as compared
to $898 thousand for the corresponding period in 2001.

The improved bottom line results were attributable to several
factors, including a reduction in selling, general and
administrative expenses, which declined from $1.4 million in the
third quarter of 2001 to $642 thousand in 2002 and from
$4.3 million to $1.7 million in the nine-month period. Also
effecting comparative results were $13.0 million in stock
issuance costs in the nine-month period 2001 verses $891
thousand in 2002, and a $3.5 million write-down in 2001 of costs
associated with discontinued productions. Visual Bible also
reported a $255 thousand gain on the settlement of outstanding
liabilities in the third quarter, bringing the total gains on
settlements thus far in 2002 to $2.3 million. There were no
corresponding settlements in 2001.

At September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.5 million, as compared
to a deficit of about $11 million, as recorded at December 31,
2001.

During the quarter, Visual Bible invested $343 thousand in pre-
production costs for the recently announced feature length film,
"The Gospel of John", which is expected to be released in the
third quarter of 2003.

Cash and cash equivalents were $2.4 million as at September 30,
2002 compared to $62 thousand as at December 31, 2001.

"As reflected by the results, Visual Bible made excellent
progress during the quarter," stated Dr. Steven Small, Chairman
of the Board. "We continue the process of strengthening the
Company's balance sheet and reducing its operating costs. The
improved results and the beginning of pre-production for "The
Gospel of John" are clear indications that we are successfully
executing our business strategy."

Additional information is contained in the Company's form 10-QSB
which was filed November 20, 2002 and is available for review in
the EDGAR database.

Visual Bible International, Inc., is a global Christian faith-
based media company, which has secured certain exclusive
worldwide rights to develop, produce and market film adaptations
on a word-for-word basis from popular versions of the Bible
including both Books of the Old and New Testaments. Visual Bible
is committed to producing films that feature exceptional
production values while maintaining a high degree of integrity
to the biblical works and utilizing the finest acting talents
from the theatrical stage.


WAMU MORTGAGE: Fitch Rates 2 P-T Cert. Classes at Low-B Level
-------------------------------------------------------------
WaMu Mortgage Pass-Through Certificates, Series 2002-AR18 Class
A, Class X and Class R ($1,940,090,300) certificates, are rated
'AAA' by Fitch. In addition, Class B-1 ($20,957,800) is rated
'AA', Class B-2 ($15,967,800) is rated 'A', and Class B-3
($7,984,000) is rated 'BBB'. Classes B-4 ($2,993,900) rated
'BB', B-5 ($2,994,000) rated 'B' and B-6 ($4,989,978) not rated,
are all being privately offered.

The 'AAA' rating on Class A senior certificates reflects the
2.80% subordination of the 1.05% Class B-1, the 0.80% Class B-2,
the 0.40% Class B-3 and the 0.55% non-offered Class B
certificates. Fitch believes the above credit enhancement will
be adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts. In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Washington
Mutual Mortgage Securities Corp.'s servicing capabilities as
master servicer.

The trust consists of one group of 3,287 conventional, fully
amortizing 30-year adjustable-rate, mortgage loans secured by
first liens on one to four-family residential properties with an
aggregate original principal balance of $1,995,977,878. The
mortgage loans provide for a fixed interest rate during the
initial period of approximately five years from the date of
origination and thereafter provide for adjustments to the
interest rate on an annual basis. Approximately 72.6% of the
mortgage loans do not provide for any payments of scheduled
principal until the fifth anniversary of the date on which their
initial monthly payment is due. The average unpaid principal
balance as of the cut-off date is $607,234. The weighted average
original loan-to-value ratio is 62.6%. Approximately 75.28% and
2.83% of the mortgage loans possess FICO Scores greater than or
equal to 720 and less than 660, respectively. Cash-out refinance
loans represent 30.01% of the loan pool. The three states that
represent the largest portion of the mortgage loans are
California (63.57%), New York (4.25%) and Washington (4.09%).

The certificates are issued pursuant to a pooling and servicing
agreement dated November 1, 2002 among Washington Mutual
Mortgage Securities Corp., as depositor and master servicer; and
Deutsche Bank National Trust Company as trustee.


WILLIAMS GAS: S&P Withdraws B+ Rating Due to Insufficient Info
--------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'B+' rating
on Williams Gas Pipelines Central Inc.  The rating was placed on
CreditWatch with developing implications on September 17, 2002.

Tulsa, Oklahoma-based gas pipeline company Central has $175
million in outstanding debt. "The action is based on the sale of
Central to Southern Star Central Corp., a subsidiary of AIG
Highstar Capital L.P., for $380 million in cash and the
assumption of $175 million in debt," noted Standard & Poor's
credit analyst Jeffrey Wolinsky, CFA. Standard & Poor's does not
have sufficient information on Central and its new owner to
maintain a rating on the company or its debt.


WORLDCOM INC: Seeks Approval to Sign-Up PwC as Special Advisors
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek the Court's
authority to employ PricewaterhouseCoopers LLP as advisors to
the Special Committee of the Board of Directors as well as
special advisors to the Debtors on accounting, tax and financial
matters in these Chapter 11 cases.

WorldCom Chief Financial Officer John S. Dubel relates that as
of July 1, 2002, Wilmer, Cutler & Pickering engaged PwC on its
own behalf and in connection with its representation of the
Audit Committee of the Debtors' Board of Directors.  
Historically, PwC provided special accounting, tax and financial
consulting services to the Debtors.  As of the Petition Date,
these services include:

  -- Services rendered to the Special Committee:

      * Forensic accounting, related investigation and
        consulting services for the Audit Committee of
        WorldCom's Board of Directors with respect to accounting
        and financial reporting matters affecting the Debtors,
        including related assistance with any regulatory
        proceedings and litigation; and

  -- Special accounting, tax and financial consulting services
     to the Debtors:

      * Performing a comprehensive analysis of the Debtors'
        federal income tax account as well as employment and
        excise taxes for all open tax periods, as applicable.
        The purpose of this review is to locate potential errors
        and, if appropriate, secure refunds for the Debtors.
        PwC expects that for most entities this will encompass
        tax years beginning with 1991;

      * Preparing 2001 and, if applicable, prior periods
        corporate income tax returns for WorldCom's entities in
        these jurisdictions: Austria, Denmark, Finland, France,
        Germany, Ireland, Italy, Netherlands, Norway, Spain,
        Sweden, Switzerland, Canada, South Africa, Belgium,
        Portugal, Russia, China, Luxembourg, Greece, Hungary,
        Israel, Poland, Hong Kong, Korea, Singapore, India,
        United Kingdom, Japan, Malaysia, Philippines, Czech
        Republic, Australia, Taiwan, Indonesia, and New Zealand;

      * Providing testing of the telecommunications services
        provided by the Debtors at facilities run by the
        Department of Corrections-Commonwealth of Virginia;

      * Developing and configuring software for the Debtors to
        help identify and capture cost reductions;

      * Performing agreed-upon procedures for the Debtors and GE
        Information Systems with regard to a network services
        billing dispute between the Debtors and GE Information
        Systems; and

      * The Debtors seek to have PwC continue rendering services
        on the preceding projects in place as of the Petition
        Date.  PwC will not undertake any new engagements for
        the Debtors without first obtaining the approval of the
        Debtors and the Special Committee.

The services to be provided by PwC to the Debtors will not be
unnecessarily duplicative of those provided by any of the
Debtors' professionals.  PwC will coordinate any services
performed at the Debtors' request and any other of the Debtors'
financial advisors, auditors and counsel, as appropriate, to
avoid duplication of effort.

The Debtors selected PwC as their accountants, tax and financial
advisors because of the firm's diverse experience and extensive
knowledge in the fields of accounting, taxation and other
financial consulting services.  PwC is one of the largest
accounting, auditing, tax and consulting firms in the world and
the Debtors believe that PwC is well qualified to assist the
Debtors on the matters for which it is to be engaged.  PwC has,
both in the past and currently, provided the Debtors with a
range of services.  PwC has never been the Debtors' independent
auditor nor has it had any role in connection with the Debtors'
financial statements or public reporting.

Mr. Dubel relates that PwC was the auditor of MCI Communications
Corporation prior to the time it was acquired by Debtors.  PwC
last issued an audit opinion in connection with MCI's financial
statements for the period ended December 31, 1997.  PwC reviewed
MCI's interim financial information through the quarter ended
June 30, 1998.  The Debtors are not seeking to have PwC perform
any services that would call on PwC to comment on or otherwise
analyze its own work or the work of a legacy firm in connection
with the services provided by it to MCI.

PwC Partner Harvey R. Kelly, III, assures the Court that the
Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  In addition, PwC does
not hold or represent an interest adverse to their estates that
would impair the Firm's ability to objectively perform
professional services for the Debtors, in accordance with
Section 327 of the Bankruptcy Code.

PwC's customary hourly rates are:

       Partners                            $620 - 700
       Directors/Senior Managers            520 - 680
       Managers                             415 - 480
       Senior Associates                    280 - 350
       Associates                           180 - 230
       Administrative Assistants/Analysts    60 - 140

These rates are subject to periodic adjustment for normal rate
increases and promotions.  PwC believes that these rates are in
line with comparable market rates for comparable services.

Mr. Kelly relates that some services that PwC has performed for
the Debtors and may perform during these cases are on a "fixed
fee" basis.  For example, PwC customarily charges a fixed fee
for completion of tax returns.  Additionally, certain services
that PwC has performed and may perform during these cases are on
a "value added" basis.  For example, for certain tax advisory
services, PwC customarily charges a percentage of the savings
caused by PwC's services.  These billing practices are normal
and customary for matters of this sort.

Prior to the Petition Date, Mr. Kelly informs the Court that PwC
received a $300,000 advance payment retainer for services to be
rendered to the Debtors.  The Debtors have been informed that
$31,151 of this amount has been applied and $268,149 remains
unapplied.  Any portion of this retainer not used to compensate
PwC for services performed prior to the Petition Date will be
applied against its postpetition billings in connection with its
investigation services for the Board of Directors.  PwC agrees
to apply the $268,149 against the first fee application
submitted in this matter.

As of July 22, 2002, Mr. Kelly admits that the fees and expenses
related to PwC's other services to the Debtors other than those
related to the special investigation totaled $277,000.  If the
Court approves its employment in these proceedings, PwC will
waive its claim to these fees and expenses owed by the Debtors.
In the 90-day period immediately preceding the Debtors'
bankruptcy filing, PwC received payments for fees and expense
totaling $2,843,000 for tax and other advisory projects.

Pursuant to the Debtors' request and due to exigent
circumstances, PwC has continued to provide services to the
Debtors since the commencement of these cases.  Due to the size
of PwC and its practice, it has taken time to complete the
conflicts check and to compile the services that different
departments at PwC are performing for the Debtors.  The Debtors
contend that the Court should authorize PwC's employment nunc
pro tunc to July 21, 2002. (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 49 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


W.R. GRACE: Wants to Complete 1995 Lot Sale to Peabody Dev't
------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek the Court's
authority to amend an Agreement for Sale of Real Property dated
August 2, 1995.

James H. M. Sprayregen, Esq., James W. Kapp III, Esq., Christian
J. Lane, Esq., and Roger J. Higgins, Esq., at Kirkland & Ellis,
in Chicago, Illinois, and Laura Davis Jones, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young & Jones, tell
Judge Fitzgerald that Debtors Axial Basin Ranch Company and H-G
Coal Company had agreed to sell 14,257 acres of land located in
Routt County, Colorado, to Peabody Development Company for
$4,000,000.

Ms. McFarland explains the sale terms required that the Sellers
retain 1,280 acres of land where the Sellers operated a coal
mine to complete remediation obligations consisting of
replanting the Retained Land, and other reclamation activity.  
The entire Purchase Price was paid to the Sellers on the closing
date, and no additional consideration was to be paid for the
Retained Land.

The Sale Agreement provides that the Sellers are to convey the
Retained Land to the Buyer within five days after completion of
the Remediation Obligations.  The Debtors believe that the
Remediation Obligation will be completed some time in 2004.

The Remediation Obligation arose under a Colorado Division of
Mining and Geology Permit.  In connection with the Remediation
Permit, the Debtors posted a bond in favor of CDMG, which is
currently in the amount of approximately $28,000.

The Buyer recently approached the Debtors about the possibility
of taking title to the Retained Land before completion of the
Remediation Obligation.  On November 6, 2002, the Sellers and
the Buyer signed an amendment to the Sale Agreement providing
for the early conveyance of the Retained land to the Buyer.  In
particular, the Amendment provides in part that:

    (1) The Buyer will arrange for the Remediation Permit to
        be transferred from the Sellers to the Buyer;

    (2) The Buyer will post the Remediation Bond, allowing
        the release of the bond posted by the Debtors; and

    (3) The Buyer will assume the Remediation Obligation
        and hold the Sellers harmless.

Ms. McFarland contends that this amendment benefits the Debtors
because it would relieve the Debtors' estates of liability
related to the Remediation Obligation and further allows the
Debtors to recover the Remediation Bond immediately.  Moreover,
the Debtors will eliminate the risk that the Remediation
Obligation continues for a longer-than-expected time period.  
For example, Ms. McFarland illustrates that in the event that a
natural disaster destroyed the replantings, the owner of the
Retained Land would be obligated to restart the remediation
process.

In exchange for the Buyer's assumption of this liability and the
posting of the Remediation Bond, the Debtors will surrender only
the Retained Land -- property which already has been sold to the
Buyer -- and in which the Debtors merely hold legal title with
no equitable interest. (W.R. Grace Bankruptcy News, Issue No.
32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XCEL ENERGY: Says NRG Involuntary Petition Has No Effect
--------------------------------------------------------
The filing Friday by five former executives of NRG Energy
seeking to force NRG into involuntary Chapter 11 bankruptcy
proceedings has no immediate effect on Xcel Energy (NYSE:XEL),
NRG's parent.

The filing was made solely against NRG Energy. It was not made
against Xcel Energy, any other subsidiary of Xcel Energy or any
subsidiary of NRG Energy.

"As work has progressed on seeking a prepackaged bankruptcy
filing for NRG, there always has been a risk that a creditor
would seek to force an involuntary bankruptcy, so in that sense,
the filing, while disappointing, was not a surprise," said Gary
Johnson, Xcel Energy's general counsel. "It is neither unusual
nor unexpected that such a filing would have been made.

"NRG has been working for the past several months to reach a
global settlement with creditors, and those discussions always
were subject to actions by any disgruntled creditor.

"It was surprising, however, that it was the five former NRG
officers who filed the petition, since NRG Energy still was in
negotiations with them about their severance packages."

Johnson added that NRG continues working on a global
restructuring plan that would be part of a prepackaged
bankruptcy filing and that would address, among other things,
Xcel Energy's obligations to and future relationship, if any,
with NRG Energy. The plan, as initially submitted and as
described in detail in Xcel Energy's recent Form 10-Q filing,
provides for Xcel Energy to pay $300 million and to receive a
full release of any and all claims against Xcel Energy.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
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 nation.
Company headquarters are located in Minneapolis. More
information is available at http://www.xcelenergy.com  

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


* Meetings, Conferences and Seminars
------------------------------------
December 2-3, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                         or ram@ballistic.com  

December 5-7, 2002
   STETSON COLLEGE OF LAW
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort
                    Contact: cle@law.stetson.edu

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
     Healthcare Transactions: Successful Strategies for Mergers,
          Acquisitions, Divestitures and Restructurings
              The Fairmont Hotel Chicago
                   Contact: 1-800-726-2524 or fax 903-592-5168
                            or ram@ballistic.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Corporate Reorganizations: Successful Strategies for
            Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.  
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***