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        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 28, 2002, Vol. 6, No. 236    

                          Headlines

ABRAXAS PETROLEUM: Inks Pact to Sell Canadian Assets to Cut Debt
AES RED: S&P Revises Outlook Due to Pact with Williams Companies
AKORN: Postpones Annual Shareholders' Meeting Until After Jan. 1
ALLIANCE GAMING: S&P Ups Rating to BB- over Improved Performance
AMERICAN GROWERS: S&P Slashes Financial Strength Ratings to R

AMERIGAS PARTNERS: Fitch Rates $88 Million Senior Notes at BB+
ANC RENTAL: Consolidating Operations at Minneapolis-St. Paul
APCOA/STANDARD PARKING: Liquidity Concerns Prompt S&P Downgrades
APPIANT TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
ASIA GLOBAL CROSSING: Bringing-In Kasowitz Benson as Attorneys

AT&T LATIN AMERICA: Turns to AlixPartners for Financial Advice
BIKE ATHLETIC: Collegiate Pacific Pursuing Asset Acquisition
BOW VALLEY: Sept. 30 Working Capital Deficit Tops $11 Million
BUDGET GROUP: Court OKs Pennie & Edmonds' Engagement as Counsel
CALPINE CORPORATION: Inks 5-Year Power Sales Agreement with FMPA  

CANMINE RESOURCES: Ontario Court Further Grants CCAA Extension
CHEROKEE INT'L: Exchange Offer for 10-1/2% Senior Notes Expires
COLD METAL: Taps Resilience Capital to Pursue Chapter 11 Exit
DESA HOLDINGS: Delaware Court Fixes Dec. 18 as Claims Bar Date
DRS TECHNOLOGIES: S&P Assigns Prelim. B+/B $250MM Shelf Ratings

EDISON MISSION: Weak Credit Profile Spurs S&P's Lower-B Ratings  
EL PASO ENERGY: S&P Assigns BB- $150-Million Senior Sub Notes
ELWOOD ENERGY: S&P Hatchets Rating on $402 Million Bonds to BB+
EMERGING VISION: Liquidity Insufficient to Continue Operations
ENCOMPASS SERVICES: Final DIP Financing Hearing Set for Dec. 4

ENRON CORP: Selling Software Assets to American Intelligence
EXODUS COMMS: EXDS Wants More Time to Challenge Disputed Claims
FERRELLGAS PARTNERS: Net Capital Deficit Tops $23MM at Oct. 31
FLOW INT'L: Talks to Banks About Likely Loan Covenant Violation
FRISBY TECHNOLOGIES: Nasdaq Delists Shares Effective November 27

GENTEK INC: Honoring Up to $20-Million of Critical Vendor Claims
GENUITY INC: Files for Chapter 11 Reorganization in New York
GENUITY INC: Case Summary & 40 Largest Unsecured Creditors
GLOBAL CROSSING: Subordination of Intercompany Indebtedness OK'd
HIGHWOOD RESOURCES: Shareholders Okay Arrangement with Dynatec

HOME-LINK SERVICES: Files Chapter 11 Petition in Connecticut
HOME-LINK SERVICES: Case Summary & 24 Largest Unsec. Creditors
HORIZON NATURAL: Taps Donlin Recano as Claims and Noticing Agent
IMAGEMAX INC: Sept. 30 Working Capital Deficit Reaches $3.5 Mil.
INTERDENT INC: Funds Insufficient to Pay Debts Beginning April 1

INTEGRATED HEALTH: Secures Approval to Sell Vintage Health Care
JUNIPER GENERATION: Unaffected by El Paso's Recent Rating Cut
KAISER: Agree to Fix Jan. 31 Bar Date for Louisiana PI Claimants
KMART CORP: Urges Court to Approve General Star Settlement Pact
LEVI STRAUSS: Inks Pact to Sell $425MM of 12-1/4% Senior Notes

LTV: Bank One Asks Court to Modify Proceeds Allocation Order
MED DIVERSIFIED: Files for Chapter 11 Relief in E.D. of New York
MED DIVERSIFIED: Voluntary Chapter 11 Case Summary
MEDMIRA: Closes Private Placement & Issues New Stock Options
MERRY-GO-ROUND: Melville Claim Settled for $15 Million

METROMEDIA INT'L: Contacts US Justice Department and US SEC
MPS GROUP: S&P Cuts Credit Rating to B- over Weak Performance
NAPSTER: Chapter 11 Trustee Signs-Up Susan Watson as Accountant
NATIONAL CENTURY: Taps Jones Day to Prosecute Chapter 11 Case
NATIONSRENT: Has Until Feb. 17 to Make Lease-Related Decisions

NETIA HOLDINGS: Signs Subscription Pact With ING Bank Slaski SA
NEXTCARD: Creditors' Meeting to Convene on December 20, 2002
OAKWOOD HOMES: Seeks Nod to Obtain $80-Million DIP Facility
OWENS CORNING: Seeks OK to Exercise Medina Lease Purchase Option
PACIFIC GAS: CPUC & Panel Asks Court to Bar SCE Pact as Exhibit

PENN NATIONAL: Says Has Ample Cash to Meet Debt Obligations
PG&E NATIONAL: Lenders to Provide Limited Funding to GenHoldings
PLAINTREE SYSTEMS: Needs New Funding to Continue Operations
POLAROID CORP: Has Until January 31 to Remove Pending Actions
POPI GROUP: Unit Files for Court Protection Under BIA in Canada

PSC INC: Receives Court Approval of First-Day Motions
PSC INC: Wants Until February 19 to File Schedules & Statements
RAHWAY HOSPITAL: S&P Affirms BB Rating over Weak Fin'l Position
RAYTHEON AEROSPACE: S&P Rates Corp. Credit & Bank Loan at B+/BB-
RELIANT RESOURCES: S&P Cuts Corp. Credit Rating to B+ from BB+

RESOURCE AMERICA: S&P Ratchets Sr. Unsec. Debt Rating Down to B-
RG RECEIVABLES: S&P Junks Notes Rating on Restructuring Concerns
SAFETY-KLEEN: Files Joint Plan and Disclosure Statement in Del.
SPECTRASITE HOLDINGS: Section 341(a) Meeting Convenes on Dec. 3
SYBRA INC: SDNY Court Confirms Triarc's Plan of Reorganization

TALK CITY INC: Sells Assets to Prospero Technologies
TELEGLOBE COMMS: Court Fixes Dec. 10 as General Claims Bar Date
TIMMINCO LIMITED: Auditors Express Going Concern Doubt
TOKHEIM CORP: Pushing for Approval of $10 Million DIP Facility
TRADEWINDS OF VIRGINIA: Assets on Auction Block on December 12

TRANSTEXAS GAS: Seeks Nod to Obtain $10 Million DIP Financing
TRIMAS CORP: S&P Affirms Low-B Credit & Senior Sec. Debt Ratings
UAL CORP: Unveils Details of Labor Agreements with Employees
US AIRWAYS: Flight Attendants Maintain Stand re Restructuring
WESTERN WIRELESS: Closes Sale of Interest in Tal hf for $29 Mil.

WILBRAHAM CBO: Fitch Junks Ratings on Classes B & C Notes
WILLIAMS: Reaches Agreement to Sell Memphis Refinery for $465MM
WORLDCOM: Reaches Agreement Resolving Claims Dispute with SEC
WORLDCOM INC: CAGW Says SEC Settlement May Set "Bad Precedent"
WORLDCOM: Wants Approval to Reject 30 Circuits with Four LECs

* DebtTraders' Real-Time Bond Pricing

                          *********

ABRAXAS PETROLEUM: Inks Pact to Sell Canadian Assets to Cut Debt
----------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) and its wholly-owned
Canadian subsidiaries, Canadian Abraxas Petroleum Limited and
Grey Wolf Exploration Inc., have entered into a Purchase and
Sale Agreement with a Canadian royalty trust to sell certain
reserves and associated gas processing plants in western Canada
for approximately $138 million, subject to closing adjustments.

Closing is expected in 30-60 days with net proceeds to be used
to reduce the Company's debt.

This transaction represents approximately 60 Bcfe of net proved
reserves and current production of 4,500 Boepd which equates to
a purchase price of $2.30 per Mcfe and over $30,000 per Boepd.
Additionally, it represents a 7.0x multiple of EBITDA based on
annualizing actual results for the first nine months of 2002.
Abraxas will retain some production and most of its undeveloped
acreage in Canada, including all of its interests in the
Ladyfern area. Subsequent to the sale, portions of this
undeveloped acreage may be developed with the buyer under a
proposed farmout arrangement.

CEO Bob Watson commented, "This monetization of a portion of our
Canadian assets, on attractive terms, will allow Abraxas to
continue progress on the previously stated goal of reducing our
debt and improving our balance sheet. Our ability to realize
this kind of value in the sale is clearly indicative of the
quality assets Abraxas has been able to accumulate. We are
continuing to explore various alternatives to reduce our debt
including further asset sales, negotiating the restructuring
and/or refinancing of existing debt, exchanging debt for equity,
issuing additional debt or equity securities or otherwise
raising additional funds."

CIBC World Markets and BMO Nesbitt Burns acted as co-lead
financial advisors to the Company in connection with this
transaction.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. Please visit http://www.abraxaspetroleum.com
for the most current and updated information.


AES RED: S&P Revises Outlook Due to Pact with Williams Companies
----------------------------------------------------------------
Standard & Poor's Ratings Services removed AES Red Oak L.L.C.'s
$384 million senior secured bond rating from CreditWatch
developing, where it was placed on July 26, 2002, reflecting the
recent letter agreement AES Red Oak and Williams Companies Inc.
(single-'B'-plus/CreditWatch negative) entered into related
to Williams' compliance with the guarantee requirements of the
tolling agreement. At the same time, Standard & Poor's affirmed
its double-'B'-minus rating on the bonds and revised the outlook
to negative. Williams is the guarantor of the payment and
performance obligations of Williams Energy Marketing and Trading
Company under the long-term tolling agreement with AES Red Oak.

Pursuant to the letter agreement, Williams will make a $10
million prepayment within five days of the letter agreement and
post a $35 million standby letter of credit or provide in the
same amount cash or U.S. government securities by Jan 6, 2003.
Once the LOC is in place, AES Red Oak will reimburse the $10
million prepayment by June 2003. AES Red Oak has accepted the
letter agreement as meeting the requirement of alternate
additional security under the tolling agreement.

"We do not view the additional security provided by this LOC and
the letter agreement to change the project's rating," said
credit analyst Elif Acar. "Mainly, the project is exposed to
Williams' payment risk, since Williams is the sole off taker of
the entire output of the facility. The project's ratings are
supported at the double-'B'-minus level rather than at Williams'
rating based on the project's ability to generate some cash flow
as a merchant power plant, albeit subject to the volatility of a
competitive environment," continued Ms. Acar.

Standard & Poor's performed its net revenue analysis to test the
plant's competitiveness in a fully merchant market under the
long-run equilibrium model and determined that the project's
financial cushion is adequate for a double-'B'-minus. For AES
Red Oak, Standard & Poor's determined that the net revenues
would be about $71/kW-year (in year 2000 figures). This was
determined based on conservative estimates of new entrant
economics for new, efficient, combined cycle, gas-fired
technology. However, Standard & Poor's also realizes that should
the plant be subject to market prices in currently depressed
market conditions, it would not be able to generate positive
cash flow. Standard & Poor's does not expect the market
conditions to improve soon, which is why the bonds have been
assigned a negative outlook.


AKORN: Postpones Annual Shareholders' Meeting Until After Jan. 1
----------------------------------------------------------------
Akorn, Inc., will postpone its Annual Meeting of Shareholders,
previously announced for December 19, 2002, until after the
first of the new year.  The additional time is required to allow
the Company to revise its Proxy materials and other related SEC
filings in response to comments received from the SEC.  The
Annual Meeting date will be rescheduled as soon as revised
materials have been filed with and accepted by the SEC.

Akorn further announced that it is still awaiting word from the
FDA as to when the reinspection of the Company's Decatur, IL
facility will take place. While the Company is expecting the
inspection shortly, as of the date of this release the FDA has
not begun the reinspection.  Finally, the Company reported that
one of the production rooms at its Decatur, IL facility has not
yet returned to full operational status.  The Company had
previously indicated on its November 15, 2002 telephone
conference call that the Decatur facility was fully operational.  
The inability to use the closed production room is expected to
negatively impact Company revenues for the fourth quarter of
2002. The date for returning the closed production room to
service has not been determined.

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

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


ALLIANCE GAMING: S&P Ups Rating to BB- over Improved Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating for Alliance Gaming Corp., to double-'B'-minus from
single-'B'-plus due to the company's steadily improving
operating performance and Standard & Poor's view that these
trends are sustainable.

Las Vegas, Nevada-based Alliance is a designer, manufacturer,
and distributor of gaming equipment, and has approximately $340
million in debt outstanding at September 30, 2002. The outlook
is now stable.

"Alliance has made significant progress during the past two
years toward enhancing the performance of its Bally's Gaming and
Systems division, which now generates about 50% of the company's
EBITDA before corporate expenses," said Standard & Poor's credit
analyst Craig Parmelee.

Bally's has benefited from the introduction of new technology
and new game themes. Its "EVO" game platform was first
introduced in mid-2000, and has improved the division's ability
to create higher quality games and to roll them out more
rapidly. This has contributed to an increase in both the number
of game devises sold and the size of the installed base of
recurring revenue machines.  

Bally's is also a leading designer and provider of computerized
monitoring systems for casinos. These systems provide networked
accounting and security services for gaming machines. The
company has more than 215,000 game monitoring units installed
worldwide. A shorter life cycle for gaming devices, in response
to consumer preferences for new machines, and the introduction
of cashless technology are likely to spur a healthy replacement
market for gaming devices in the intermediate term. In addition,
the expected expansion of gaming in certain states provides
future growth opportunities for the Bally's division.

During 12 months ended Sept. 30, 2002, Alliance reported EBITDA
of $116 million, up 27% over the comparable prior year period.

Standard & Poor's expects that Alliance's established position
in the gaming equipment industry will continue to provide a
reliable source of cash flow that will support credit measures
in line with the ratings.


AMERICAN GROWERS: S&P Slashes Financial Strength Ratings to R
-------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
lowered its counterparty credit and financial strength ratings
on American Growers Insurance Co., to 'R' from 'CC' following an
order of supervision issued by the Nebraska Department of
Insurance to AGIC following severe losses posted by the company
in its fiscal quarter ended September 30, 2002, and the
disallowance by the Risk Management Agency of the U.S.
Department of Agriculture of a non-binding asset sale agreement
involving AGIC.

'R' is a rating designation for an insurer that has passed under
regulatory supervision.


AMERIGAS PARTNERS: Fitch Rates $88 Million Senior Notes at BB+
--------------------------------------------------------------
AmeriGas Partners, L.P.'s $88 million senior notes due May 2011,
issued jointly and severally with its special purpose financing
subsidiary AP Eagle Finance Corp., are rated 'BB+' by Fitch
Ratings.

The Rating Outlook is Stable.

An indirect subsidiary of UGI Corp., is the general partner and
a 51% limited partner for AmeriGas. AmeriGas in turn is a master
limited partnership for AmeriGas Propane, L.P., an operating
limited partnership. Proceeds from the new senior notes will be
utilized to redeem AmeriGas' existing $85 million 10.125% senior
notes.

AmeriGas' rating reflects the subordination of its debt
obligations to $569.5 million secured debt of the OLP including
the OLPs $559.4 million privately placed 'BBB' rated first
mortgage notes. In addition, Fitch's assessment incorporates the
underlying strength of AmeriGas' retail propane distribution
network. AmeriGas is viewed as one of the premier retail propane
distributors evidenced by its efficient operations, favorable
acquisition track record, and proven ability to sustain gross
profit margins under various operating conditions. As a result
of the 2001 acquisition of Columbia Propane, AmeriGas now ranks
as the nation's largest retail propane distributor with retail
sales volumes of more than 900 million gallons annually and a
geographically diverse base of more than 1.2 million customers
in 46 states. Primary industry concerns are the negative impact
of warm heating-season weather on profits and volumes sold and
the potential adverse impact of supply price volatility where
rapid increases in the wholesale price of propane may not be
immediately passed through to customers.

Fitch's credit analysis for propane MLPs emphasizes cash flow
analysis on both a historic and prospective basis. Although the
recent financial performance of AmeriGas has suffered due to
significantly warmer than normal weather during the 2001-2002
heating season, credit measures have remained within
expectations for the 'BB+' rating category. Consolidated company
ratios for earnings before interest, taxes, depreciation, and
amortization (EBITDA) coverage of interest and total debt to
EBITDA for the fiscal year ended Sept. 30, 2002 were 2.4 times
and 4.5x, respectively. This compares with EBITDA to interest of
2.6x and total debt to EBITDA of 4.8x for the fiscal year ended
Sept. 30, 2001, a period during which AmeriGas experienced
relatively normal weather conditions. In addition, cash
distributions to AmeriGas, which can be generally defined as
EBITDA generated by the OLP minus OLP interest expense and
maintenance capital expenditures, covered interest expense on
AmeriGas' outstanding senior notes by approximately 4.0x during
fiscal year 2002.

Fitch believes that conditions and/or events that would disrupt
debt service at AmeriGas remain highly unlikely. Specifically,
Fitch estimates that EBITDA at the OLP would have to drop by an
additional 44% under an already severe warm weather stress case
scenario in 2002 before the OLP could potentially be restricted
from distributing cash to AmeriGas. The likelihood of this level
of EBITDA erosion is remote given AmeriGas' strong track record
of customer retention and demonstrated ability to maintain unit
margins even during periods of extreme product price volatility.


ANC RENTAL: Consolidating Operations at Minneapolis-St. Paul
------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to:

-- reject the Alamo Concession Agreement, the Alamo Consortium
   Agreement and the Alamo Fuel Services Agreement; and

-- assume the National Concession Agreement, the National
   Consortium Agreement and the National Fuel Service Agreement
   and assign them to ANC.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, tells the Court that the
agreements are for the Debtors' operations at the Minneapolis-
St. Paul International Airport in Minnesota.  They were entered
into between the Metropolitan Airports Commission and the
Debtors.

Ms. Fatell explains that the concession agreements allowed
National and Alamo to operate at the airport.  Under the
consortium agreements, the rental car concessionaires agreed to
the administration of their obligations regarding the fuel
system at the Minneapolis Airport.  The fuel service agreements,
meanwhile, are between the car rental concessionaires at the
airport and Onyx Petroleum Inc. doing business as Onyx Energy
Services, under which Onyx agreed to supply fuel to the rental
car concessionaires at the Minneapolis Airport.

Ms. Fatell relates that as of the Petition Date, National owes
the Commission $152,313 in prepetition expenses while Alamo does
not owe the Commission any amounts.

In consideration of the Commission not objecting to ANC's
proposed consolidation of its operations at the Minneapolis
Airport, the Debtors have agreed to increase their Minimum
Annual Guarantee Payment under the National Concession Agreement
to $3,000,000 per year for the remainder of the term of the
National Concession Agreement.  The Debtors, in addition, will
seek arrangements to have a $1,500,000 replacement bond issued
to the Commission in ANC's name.  The Commission will then
promptly release and return to Alamo the Performance Bond posted
pursuant to the Alamo Concession Agreement marked "cancelled."

Ms. Fatell estimates that the consolidated operations at the
Minneapolis-St. Paul Airport will result in $3,173,000 annual
savings to the Debtors. (ANC Rental Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APCOA/STANDARD PARKING: Liquidity Concerns Prompt S&P Downgrades
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
APCOA/Standard Parking Inc., to 'B-' from 'B' and the company's
senior secured debt rating to 'B' from 'B+.' At the same time,
Standard & Poor's lowered its senior unsecured debt rating on
APCOA to 'CCC+' from 'B-,' and its subordinated debt rating
to 'CCC' from 'CCC+.' All ratings were placed on CreditWatch
with negative implications.

APCOA had about $160 million of debt outstanding at
September 30, 2002.

The downgrade and CreditWatch listing reflect Standard & Poor's
heightened concern about APCOA's limited liquidity position. As
of Sept. 30, 2002, APCOA had about $6.2 million of cash and
about $6 million available on its $25 million revolving credit
facility.

"Standard & Poor's is concerned with APCOA's ability to meet its
upcoming financial obligations, which include a $5 million term
loan principal payment due December 31, 2002, and the potential
for additional collateralization requirements under its
performance bond program," said Standard & Poor's credit analyst
David Kang.

While the company has taken steps to improve its operating
performance, financial performance and credit protection
measures have remained weak, with total debt to EBITDA of about
5.2 times and EBITDA coverage of interest of about 1.87x.
However, these measures are weaker when taking into
consideration $100 million of preferred stock and related non-
cash pay dividends. APCOA's weak performance is largely a result
of the lingering effects of the terrorist attacks on Sept. 11,
2001, as well as the weak economy. Standard & Poor's will meet
with management to discuss liquidity as well as financial and
operational strategies.

Chicago, Illinois-based APCOA/Standard Parking is one of the
largest national parking facility managers in the U.S.


APPIANT TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
---------------------------------------------------------------
Appiant Technologies, Inc., (OTC Bulletin Board: APPS) a leader
in unified communications, will host its annual meeting of
shareholders at 10:00 A.M. Pacific Time on Friday, January 10,
2003.  The meeting will take place at the Four Points by
Sheraton, 5115 Hopyard Road in Pleasanton, California. The
quarterly meeting of the Company's Board of Directors will also
occur that date.

Stockholders of record as of the close of business on December
20, 2002 will vote on several issues including the election of
directors to serve on the Company's board and the ratification
of the appointment of Stonefield Josephson, Inc., as the
Company's independent certified public accountants for the
fiscal year ending September 30, 2002.

In other news, Appiant reported that Nasdaq elected to delist
the Company's common stock from the Nasdaq Small Cap Exchange to
the Over-The-Counter Bulletin Board effective Tuesday morning at
the market open.  The Company's common stock will continue to
trade under the symbol "APPS".

Doug Zorn, Chief Executive Officer of Appiant, commented,
"Although we are very disappointed that Nasdaq elected to delist
us, it does not change the fact that we are committed to
realizing the full growth potential of the Company, including
exploring synergistic, complementary combinations with other
companies.  Moreover, we intend to remain focused on building a
diversified network of channel sales partners for inUnison to
enhance revenue generation; growing our subscriber base with
InPhonic, Cendant, Discovery Communications, and others;
pursuing negotiations with prospective buyers of Infotel, our
Singapore subsidiary; and working towards relisting the Company
on a major exchange in the near future."

Appiant Technologies, Inc., is a leading Unified Communications
software development company, delivering next generation UC
applications. Its inUnison(SM) portal enables Service Providers
and Enterprises to offer tools to manage all telephone, email,
voice mail, facsimile, and notification needs in real-time
anywhere, anytime, and in a highly personalized manner using
virtually any communication device such as a PC, PDA, telephone,
or cellular phone. Appiant's enabling technologies include a
speech recognition engine that provides seamless access to its
inUnison distributed portal architecture, allowing information
integration from multiple sources.

Appiant is a member of the Cisco New World Ecosystem partner
program and has been designated a Cisco Powered Network member.
Appiant is headquartered in Pleasanton, Calif., and has offices
throughout the United States and abroad.  For more information,
please visit the Company's Web site at http://www.appiant.com  

Appiant's June 30, 2002 balance sheet shows that total current
liabilities exceeded total current assets by about $20.6
million.


ASIA GLOBAL CROSSING: Bringing-In Kasowitz Benson as Attorneys
--------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates seek court
approval pursuant to Bankruptcy Code Section 327(a) to employ
Kasowitz, Benson, Torres & Friedman LLP, under a general
retainer, as their attorneys in connection with the commencement
and prosecution of these Chapter 11 cases to perform the
extensive legal services that will be necessary during their
Chapter 11 cases in accordance with the Firm's normal hourly
rates in effect when services are rendered and normal
reimbursement policies.

Asia Global Crossing CEO Jack Scanlon, explains that the AGX
Debtors have selected Kasowitz as their attorneys because of the
firm's knowledge of the AGX Debtors' businesses and financial
affairs and its extensive general experience and knowledge, and,
in particular, its recognized expertise in the field of debtors'
protections, creditors' rights and business reorganizations
under Chapter 11 of the Bankruptcy Code.  Kasowitz has been
actively involved in numerous major Chapter 11 cases, including
the representation of statutory and unofficial committees in the
bankruptcy cases of Adelphia Communications Corporation,
WorldCom, Inc., Covad Communications Group, Inc., Enron Corp.,
Converse, Inc., Sunbeam Corporation, Multicare AMC, Inc., Next
Wave Personal Communications, Marvel Entertainment Group,
Allegheny International, LTV Steel Corp., Revco D.S. Inc., Trans
World Airlines and has represented the debtor(s) in SLM
International, Inc., Buddy L Inc., Deltacorp Inc., MAI Systems
Corp., New Valley Corp. f/k/a Western Union, The Ormond Shops,
and Bon-Art International, among others.

In connection with its prepetition representation of the AGX
Debtors with respect to the commencement of these Chapter 11
cases, Mr. Scanlon tells the Court that Kasowitz has become
familiar with the AGX Debtors' businesses, affairs and capital
structure.  Accordingly, Kasowitz has the necessary background
to deal effectively with many of the potential legal issues and
problems that may arise in the context of the AGX Debtors'
Chapter 11 cases.  The AGX Debtors believe that Kasowitz is both
well qualified and uniquely able to represent them in their
Chapter 11 cases in a most efficient and timely manner.  Were
the AGX Debtors required to retain attorneys other then Kasowitz
in connection with the prosecution of these Chapter 11 cases,
the AGX Debtors, their estates, and all parties-in-interest
would be unduly prejudiced by the time and expense necessarily
attendant to the attorneys' familiarization with the intricacies
of the AGX Debtors and their business operations.

Mr. Scanlon insists that the employment of Kasowitz under a
general retainer is appropriate and necessary to enable the
Debtors to execute faithfully its duties as debtors and debtors
in possession and to implement their restructuring and
reorganization.  Subject to further order of this Court, it is
proposed that Kasowitz be employed to:

  A. render assistance and advice, and represent the Debtors
     with respect to the administration of these cases and
     oversight of the Debtors' affairs, including all issues
     arising from or impacting the Debtors or these Chapter 11
     cases;

  B. take all necessary action to protect and preserve the
     estate of the Debtors, including the prosecution of actions
     on the Debtors' behalf, the defense of any actions
     commenced against the Debtors, the negotiation of disputes
     in which the Debtors are involved, and the preparation of
     objections to claims filed against the Debtors' estates;

  C. assist the Debtors in maximizing the value of its assets
     for the benefit of all creditors, including, if applicable,
     in connection with seeking a potential sale of the Debtors'
     assets;

  D. prepare on behalf of the Debtors, as debtors-in-possession,
     all necessary motions, applications, answers, orders,
     reports, and other papers in connection with the
     administration of the Debtors' estates;

  E. negotiate and prepare on behalf of the Debtors a plan of
     reorganization and all related documents;

  F. appear in Court and representing the interests of the
     Debtors; and

  G. perform all other necessary legal services in connection
     with the prosecution of these Chapter 11 cases.

Kasowitz Member Richard F. Casher, Esq., assures the Court that
the members and associates of the Firm do not have any
connection with or any interest adverse to the Debtors, their
creditors, or any other party-in-interest, or their respective
attorneys and accountants.  However, after conducting a
"conflict check", Kasowitz has discovered these connections with
parties-in-interest in these cases:

  A. Kasowitz has represented and continues to represent CIBC
     WorldMarkets Corporation, a former underwriter for the
     Debtors, in a number of employment related matters wholly
     unrelated to the Debtors' Chapter 11 cases;

  B. Kasowitz represents Geoffrey J.W. Kent, a former director
     Of the Debtors, in a matrimonial matter;

  C. Kasowitz has represented and continues to represent
     Starwood Hotels & Resorts Worldwide, Inc., an entity as to
     which a director of the Debtors is also a director, in a
     number of employment matters and has provided advice
     regarding potential litigation from breaches of contract,
     all of which matters are wholly unrelated to the Debtors'
     Chapter 11 cases;

  D. Kasowitz represented Raymond Dioguardi in claims against
     Lazard Freres, the Debtors' financial advisor, arising from
     breach of employment and other agreements;

  E. Kasowitz has represented and continues to represent Salomon
     Smith Barney Inc., a former underwriter for the Debtors, in
     a number of employment related matters wholly unrelated to
     the Debtors' Chapter 11 cases;

  F. Kasowitz represented the official or unofficial creditors
     committees, of which Varde Partners, Inc., a bondholder of
     the Debtors, was a member, in the bankruptcy cases of
     Converse Inc., Enterprises Shipholding Corporation, Amer
     Reefer Co. Ltd. and FLAG Telecom, Ltd.;

  G. Kasowitz represented Merrill Lynch & Co., a former
     underwriter for the Debtors, in the defense against a claim
     regarding note to Elder-Beerman Stores Corp. as well as in
     a response to a subpoena.  Kasowitz no longer represents
     Merrill Lynch in any capacity;

  H. Kasowitz has represented parties relating to Arthur
     Andersen, the Debtors' former accountants, in matters
     wholly unrelated to the Debtors; and

  I. Kasowitz represents Key3Media, an entity as to which a
     director of AGX is also a director.

Mr. Casher does not believe that any of the engagements
constitutes an impermissible conflict of interest.  Each of
these engagements relates to a matter that is unrelated to the
Debtors or their Chapter 11 cases.  Kasowitz will continue to
apply the Firm Disclosure Procedures as additional information
concerning entities having a connection with the Debtors is
developed and will file appropriate supplemental disclosure with
the Court.

Mr. Casher discloses that Kasowtiz received $2,280,605 from the
Debtors as compensation for professional services performed
relating to the potential restructuring of the Debtors'
financial obligations and the potential commencement of these
Chapter 11 cases.  Kasowitz also received a $500,000 retainer
fee and an advance against expenses for services to be performed
in the preparation for the prosecution of these Chapter 11
cases, which will be applied to postpetition allowances of
compensation and reimbursement of expenses, respectively, as may
be granted by the Court.

The Debtors submit that the most reasonable terms and conditions
are those charged by Kasowitz to the Debtors and other clients
on a daily basis in a competitive market for legal services.
Therefore, Kasowitz will be paid its customary hourly rates for
services rendered that are in effect from time to time, and will
be reimbursed according to the Firm's customary reimbursement
policies.  Kasowitz's current customary hourly rates, subject to
change from time to time, are:

          Members                        $475-690
          Counsel and Associates          200-450
          Paraprofessionals                90-150


                            *   *   *

Judge Bernstein approves the Debtors' application to employ
Kasowitz as its attorneys on an interim basis.  Any objection to
the Application must be filed by December 13, 2002, and served
on:

    -- the Office of the United States Trustee
       33 Whitehall Street, 21st Floor, New York, New York 10004
       (Attention: Lauren Landsbaum, Esq.); and

    -- Kasowitz, Benson, Torres & Friedman LLP
       Attorneys for the Debtors
       1633 Broadway, New York, New York 10019
       (Attention: Richard F. Casher, Esq.).

If timely objections are received, a hearing will be held on
December 18, 2002 at 10:00 a.m. (Global Crossing Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USN1),
DebtTraders says, are trading at 9 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


AT&T LATIN AMERICA: Turns to AlixPartners for Financial Advice
--------------------------------------------------------------
AT&T Latin America (Nasdaq: ATTL), a facilities-based provider
of integrated high-bandwidth business communications services in
five Latin American countries, has retained AlixPartners, LLC as
its financial advisor as it seeks to restructure the company.

"We are delighted to bring AlixPartners on board to advise the
company as we work to address our liquidity needs and consider
alternatives for improving our capital structure," said Patricio
E. Northland, president, chairman and CEO of AT&T Latin America.  
"They have the expertise to guide us through this difficult
period."

"AlixPartners will assist the company with cash management, debt
restructuring and business planning to enhance AT&T Latin
America's ongoing efforts to improve its operating performance
and competitive position," said Jay Marshall, principal,
AlixPartners.

AT&T Latin America (Nasdaq: ATTL), headquartered in Washington,
D.C., is a facilities-based provider of integrated high-
bandwidth business communications services in five countries:
Argentina, Brazil, Chile, Colombia and Peru.  The company offers
data, Internet, voice, video-conferencing and e-business
services.  For more information, visit AT&T Latin America's Web
site at http://www.attla.com  

AlixPartners, LLC, a Delaware limited liability company,
provides a full range of results-oriented turnaround services
including performance improvement consulting, turnaround and
restructuring, financial advisory and information technology.  
AlixPartners delivers these services using small teams of
experienced, senior operating and consulting executives.  The
firm has more than 180 professionals in its Detroit, New York,
Chicago, Dallas and London offices.  For more information, visit
AlixPartners' Web site at http://www.alixpartners.com


BIKE ATHLETIC: Collegiate Pacific Pursuing Asset Acquisition
------------------------------------------------------------
Collegiate Pacific (Amex:BOO) is reviewing the Bike Athletic
Company as a potential acquisition. Bike Athletics is a 128 year
old company with annual revenues of approximately $45 million
and is currently operating in Chapter 11 bankruptcy. Collegiate
Pacific is generally recognized as the nations fastest growing
participant in the sporting goods industry and recently reported
record revenues and earnings for it's year ended period.

Michael Blumenfeld, CEO of Collegiate Pacific, stated "Bike
Athletics meets our primary acquisition criteria which is an
established name brand, widely acceptable products and a strong
dealer network. Current management seems to be well focused on
returning the company to it's historic level of profitability
and we believe that under the Collegiate umbrella that this
process can be accelerated and expanded. The combination of Bike
and Collegiate Pacific would create a formidable international
operation from which to continue our expansion.

"The success of this proposed acquisition remains contingent on
the timely receipt and review of requested operating data,
completion of due diligence, financing and the acceptance of any
proposal by the unsecured creditors committee, other appropriate
parties and the court."

Collegiate Pacific is the nation's fastest growing manufacturer
and supplier of sports equipment primarily to the institutional
markets. The Company offers more than 3,200 products to 35,000
existing customers.


BOW VALLEY: Sept. 30 Working Capital Deficit Tops $11 Million
-------------------------------------------------------------
Bow Valley Energy Ltd., (TSX - BVX) reported its financial and
operational results for the three and nine month periods ended
September 30, 2002. The Company achieved many significant
milestones during the quarter, which included an acquisition in
Canada and a successful license award in the U.K. North Sea.
These achievements have improved the production balance between
international and domestic properties while also diversifying
production across a broader asset base. Production is now almost
equally balanced between oil and natural gas and the Company's
capital expenditures will be more evenly distributed between
development and exploration. Bow Valley is entering a new phase
of growth with a more diversified and balanced asset and
opportunity portfolio.

                         Highlights

     - Three month average production - 3,126 boepd.

     - Three month cash flow - $6.3 million ($0.12 per share
       diluted).

     - Three month earnings - $3.1 million ($0.06 per share
       diluted).

     - The pipeline blockage in the natural gas sales line at
       Kyle, offshore U.K., was repaired permitting renewed oil
       and natural gas sales after a three month shut down.

     - Acquired a 25% interest in three offshore exploration
       blocks in the U.K. North Sea adjacent to Encana's Buzzard
       discovery.

     - Added 1,100 boepd of production on November 1, 2002 from
       a Canadian exploration program.

     - Closed the purchase of Boundary Creek Resources Ltd.
       effective August 29, 2002.

     - Closed an $8.3 million net financing associated with the           
       purchase of Boundary Creek Resources Ltd.

                           Operations

Offshore U.K.

The Kyle field in the offshore U.K. (Bow Valley 14.29%) was
brought back on production in early July after a three-month
shut-in due to a blockage in the natural gas sales line. The
line blockage was related to a hydrate inside the pipeline and
the corrective measures required de-pressurizing and pigging
the line. Costs associated with this work were booked in the
second quarter, however, the Company is attempting to redirect
some of these costs to third parties and to recover the
remaining costs from two insurance claims. Any cost recovery
will be booked when received as a future benefit. Production has
been maintained without interruption since July and the Company
received its share of three tanker loads of oil sales during the
third quarter.

Canada

The purchase of Boundary Creek Resources Ltd., added a western
Canadian production base of approximately 1,100 boepd. This
production base consists primarily of natural gas from the
western part of Alberta. Most of this production is operated by
Boundary, now a wholly owned subsidiary of Bow Valley. The
Company has been very successful in retaining its key field
staff to ensure continuous, safe and efficient operations. Bow
Valley has continued with development drilling and optimization
of these properties that should enable the Company to maintain
production levels throughout the next twelve months.

The Company's exploration program in western Canada has been
successful and as of November 1, 2002, new production additions
of approximately 1,100 boepd have been tied in. Combined with
the Boundary properties, total Canadian production is now 2,200
boepd.

Exploration

Bow Valley acquired a 25% interest in three new exploration
licenses in the North Sea adjacent to the Ettrick and Buzzard
fields. Additional seismic interpretation of the area has
confirmed the presence of multiple stratigraphic prospects on
Company lands. Bow Valley intends to participate in drilling two
exploration wells during the first half of 2003. The Company's
interests in the exploration prospects are 12.4% and 25%,
respectively.

In western Canada, Bow Valley continues to pursue a high impact
exploration program aimed at finding natural gas. The
exploration is focused in northern Alberta, primarily in the
Balsam, Cecil and Farmington areas. The Company is exploring for
natural gas from the Kiskatinaw, Halfway and Baldonnel
formations. There are two exploration and two development wells
scheduled before year-end and an additional 5-7 exploration
prospects to be drilled in early 2003.

BOE Presentation

For the purposes of calculated unit costs, natural gas has been
converted to a barrel of oil equivalent on the basis of six
thousand cubic feet to one barrel unless otherwise stated.

Boundary Acquisition

Bow Valley acquired all of the shares of Boundary on August 29,
2002. The consolidated financial statements include the results
of operations of Boundary effective August 29, 2002.

               Liquidity and Capital Resources

At September 30, 2002, Bow Valley had a combined $12.6 million
outstanding on its Canadian and U.K. credit facilities and $1.2
million in working capital for total net debt of $11.4 million.
The Company had total credit facilities of $19 million at the
end of the period.

Bow Valley issued 6.1 million common shares on August 29, 2002
as part consideration for the Boundary acquisition. The Company
also issued 6.1 million common shares on the conversion of 6.1
million subscription receipts for net proceeds of $8.3 million.

At September 30, 2002, the Company's balance sheet shows that
total current liabilities exceeded total current assets by about
$11 million.

                        Outlook

Bow Valley has made significant progress in establishing a
balanced production base. Prior to the third quarter, Bow
Valley's production came exclusively from a single field in the
North Sea. The vulnerability to production from a single source
was experienced during the second quarter when the Kyle field
was shut-in for operational reasons. This vulnerability has now
been partially mitigated by establishing a production base in
western Canada that consists of production from multiple wells
and pools. Current production is equally weighted between the
U.K. North Sea and Canada and also between oil and natural gas.
The Company will continue to pursue two complementary strategies
involving both international and domestic exploration and
production.

The Company has delivered a very good financial performance
during the third quarter and this trend is expected to continue
throughout the year ahead. Bow Valley increased its average
production to 3,126 boepd for the third quarter and during the
fourth quarter, the Company reached its targeted exit rate of
4,500 boepd in November. Bow Valley is well positioned to
achieve continued growth from its balanced exploration and
development program and the outlook for the Company remains
exceptionally strong.

Bow Valley Energy Ltd., is an oil and natural gas exploration,
development and production company with operations in western
Canada and the U.K. sector of the North Sea. The common shares
of the Company trade on The Toronto Stock Exchange under the
symbol BVX.


BUDGET GROUP: Court OKs Pennie & Edmonds' Engagement as Counsel
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained permission
from the Court to employ and retain Pennie & Edmonds LLP as its
special trademark litigation counsel in connection with these
Chapter 11 cases.

The Debtors anticipate that Pennie will provide these services:

    -- counseling, providing strategic, advice to, and
       representing the Debtors in connection with the Ryder
       Litigation;

    -- assisting in the trial preparation and defense of the
       Ryder Litigation if the case proceeds to trial;

    -- rendering any other services as may be in the best
       interests of the Debtors in connection with the forgoing;
       and

    -- providing analysis and advice to the Debtors in
       formulating, developing and implementing a litigation
       strategy for resolving and defending the Debtors in the
       Ryder Lawsuit.

As compensation for its services, Pennie will charge these
hourly billing rates:

       Attorneys              $500 - $215
       Paraprofessionals      $135

These hourly rates are subject to periodic increases in the
normal course of Pennie's business.  Pennie also expects to
retain expert witnesses who will conduct an investigation of the
facts and issues in the Ryder Lawsuit, formulate and prepare
expert opinions, and provide expert testimony at trial. (Budget
Group Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CALPINE CORPORATION: Inks 5-Year Power Sales Agreement with FMPA  
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), the nation's leading
independent power company, entered into a five-year power sales
agreement with the Florida Municipal Power Agency.  The
agreement begins with a 35-megawatt commitment in 2005, ramping
up to 75 megawatts in 2006 and 100 megawatts for the remaining
three years of the contract.  The purchased power will be used
to serve FMPA's All-Requirements Project, which provides all the
wholesale power needs for 15 member utilities throughout
Florida.

According to Mark Daley, Calpine's Director of Power Marketing
in Florida, "We are extremely pleased to have been selected by
FMPA to help meet the power needs of its member utilities and
their 1.7 million consumers.  This agreement is a vote of
confidence in Calpine's ability to provide reliable and cost-
effective power supplies to the Florida market and represents
another important building block in the development of our
Florida-based generating portfolio."

Bob Williams, FMPA Director of Engineering, said, "FMPA
consistently strives to offer our All-Requirements members the
most diversified and economical generating portfolio available.
This power purchase will contribute towards that goal and will
allow us to enjoy the benefits of Calpine's state-of-the-art
generating facilities."

Calpine owns and operates a 160-megawatt combined-cycle
cogeneration facility and a 135-megawatt peaking facility in
Auburndale, Florida, is currently constructing the 540-megawatt
Osprey Energy Center on an adjacent site in Auburndale, and is
developing the Blue Heron Energy Center in Indian River County,
Florida.  The power sales agreement with FMPA will be supplied
from Calpine's growing Florida portfolio of new and efficient
power generating assets.

Florida Municipal Power Agency is a nonprofit, joint action
agency formed by 29 municipal electric utilities in Florida.  
FMPA is a public agency whose primary purpose is to develop
competitive power supply projects and related services.  The
members of FMPA serve approximately 1.7 million Floridians.
FMPA's members include Alachua, Bartow, Bushnell, Chattahoochee,
Clewiston, Fort Meade, Fort Pierce, Gainesville, Green Cove
Springs, Havana, Homestead, Jacksonville Beach, Key West,
Kissimmee, Lake Worth, Lakeland, Leesburg, Moore Haven, Mount
Dora, New Smyrna Beach, Newberry, Ocala, Orlando, Quincy, St.
Cloud, Starke, Vero Beach, Wauchula and Williston. Additional
information is available on the Internet at http://www.fmpa.com

Based in San Jose, California, Calpine Corporation is a leading
independent power company that is dedicated to providing
wholesale and industrial customers with clean, efficient,
natural gas-fired power generation. It generates and markets
power through plants it develops, owns and operates in 23 states
in the United States, three provinces in Canada and in the
United Kingdom. Calpine is also 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 47 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for  
real-time bond pricing.


CANMINE RESOURCES: Ontario Court Further Grants CCAA Extension
--------------------------------------------------------------
Canmine Resources Corporation (TSX Symbol: CMR) is pleased to
announce the Ontario Superior Court of Justice has extended an
Order for protection under the Companies' Creditors Arrangement
Act on the consent of the majority of Canmine's secured
creditors. The court appointed monitor, PricewaterhouseCoopers
Inc., also recommended the extension Order.

The CCAA extension Order is for a further period of 90 days, or
until February 28, 2002, and the effect is to continue a stay of
the company's obligations. This extension provides the
interested parties with additional time to continue discussions
aimed at reaching a restructuring plan.  

Edward L. Ellwood, President and CEO, comments, "We are
encouraged by the ongoing dialogue between the interested
parties as well as by their cooperation in working toward a
restructuring solution. Certainly the consent of the secured
creditors today is positive for all stakeholders."

Canmine owns a 100% interest in a newly retrofitted cobalt-
nickel refinery located in Cobalt, Ontario. To date, Canmine has
invested $14.5 million, including acquisition costs, to upgrade
the Canmine Refinery which was originally built in 1995 at an
estimated cost of $30 million. The Canmine Refinery employs
pressure acid-leach, solvent extraction, and Merril-Crowe
precipitation to produce cobalt and nickel chemical compounds
along with copper, silver and other metal by-products. The
company also owns an inventory of cobalt-silver feedstock for
the refinery, a cobalt deposit in north-western Ontario, a
nickel deposit in Manitoba, and a nickel exploration project
north-east of Thompson, Manitoba.  


CHEROKEE INT'L: Exchange Offer for 10-1/2% Senior Notes Expires
---------------------------------------------------------------
Cherokee International Corp., a leading power supply
manufacturer based in Tustin, Calif., announced the expiration
of its offer to exchange up to $100 million of outstanding
10-1/2% Senior Subordinated Notes due 2009 originally issued by
the company and Cherokee International LLC, for units,
consisting of the company's 5-1/4% Senior Notes due 2008 and
warrants to purchase common stock of the company or the
company's 12% Pay-In-Kind Senior Convertible Notes due 2008, and
the solicitation of consents with respect to certain amendments
to the indenture governing the Existing Notes, which would
eliminate substantially all of the restrictive covenants
contained in the indenture and certain events of default.

In connection with the expiration of the exchange offer and
consent solicitation, Cherokee International LLC was merged into
the company, its wholly owned subsidiary, for purposes of
reincorporating as a Delaware corporation.

The company reported that the entire $100 million aggregate
principal amount of outstanding Existing Notes was tendered in
the exchange offer, $46.63 million of which was tendered for the
Units and $53.37 million of which was tendered for the
Convertible Notes. The final total of tendered and accepted
Existing Notes will be subject to certain guaranteed delivery
procedures and the company's final review of the transmittal
documents and acceptance of Existing Notes validly tendered. The
exchange offer and consent solicitation expired at midnight, New
York City time, on Nov. 25, 2002 and is expected to close on
Nov. 27, 2002. Closing of the exchange offer and consent
solicitation is subject to certain conditions, including the
refinancing of the company's existing credit facility.

Subject to the foregoing, upon the closing of the exchange offer
and consent solicitation, the company expects to have issued in
the exchange offer an aggregate of $46.63 million in Senior
Notes, 46,630 Warrants and $53.37 million in Convertible Notes,
and expects to have no Existing Notes remain outstanding.

Cherokee International Corp., is a leading designer and
manufacturer of a broad range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries. The company has offices and manufacturing plants in
Tustin and Irvine, Calif., Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.

                          *     *     *

As reported in Troubled Company Reporter's September 24, 2002
edition, Cherokee International LLC has not yet finalized any
restructuring plan, but conducted the exchange offer and consent
solicitation (mentioned above) to ensure its flexibility in
considering alternatives.


COLD METAL: Taps Resilience Capital to Pursue Chapter 11 Exit
-------------------------------------------------------------
Cold Metal Products, Inc. (AMEX: CLQ), a leading North American
intermediate strip steel processor, has hired Resilience Capital
Partners LLC -- http://www.rcpmb.com-- a Cleveland-based  
merchant banking firm, to advise and assist with the completion
of a strategic transaction that will enable Cold Metal to emerge
from its pending Chapter 11 reorganization case.

"We expect the restructuring of our business to make Cold Metal
more attractive to the investment community," said Cold Metal
President and CEO Raymond P. Torok.  "The closing of our
unprofitable Youngstown operation, significant reductions in
overhead expenses and the retention of key customer and supplier
relationships show the company is in a good position to pursue
new capital.

"We fully anticipate that working through Resilience Capital
Partners will help Cold Metal exit bankruptcy more quickly than
any other approach.  We are confident Cold Metal will emerge as
a strong, competitive organization."

Resilience Capital managing partner Geoffrey S. Frankel will
oversee the effort.

Cold Metal filed for Chapter 11 bankruptcy protection August 16
citing unprofitable facilities, burdensome legacy costs, pricing
pressures and leverage as the primary reasons for the filing.

Resilience Capital Partners LLC is a merchant banking firm that
provides financial advisory and principal investing services in
restructuring situations.  For more than a decade, RCP
professionals have been advising troubled companies and their
major constituencies throughout the United States in financial
restructurings -- both out-of-court and Chapter 11
reorganizations.  Resilience has particular expertise working
with companies in the metals industry.

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


DESA HOLDINGS: Delaware Court Fixes Dec. 18 as Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixed a
deadline by which creditors of DESA Holdings Corporation wishing
to assert a claim against the Debtors' estates, must file their
proofs of claim.  That deadline is December 18, 2002.

The Debtors identify four types of claims exempted from the Bar
Date:

  a) Claims not listed as "contingent," "unliquidated," or
     "disputed" in the Debtors' Schedules of Assets and
     Liabilities;

  b) Claims already properly filed with the Court;

  c) Claims previously allowed by the Court; and

  d) Claims that arose after the Petition Date, including claims
     allowable as expenses of administration;

Proofs of claim, to be deemed timely-filed, must be received on
or before 4:00 p.m. of the Claims Bar Date by:
          
          Bankruptcy Management Corporation
          Attn: DESA Claims Agent
          PO Box 926
          El Segundo, CA 90245-0926

                    or  

          Bankruptcy Management Corporation
          Attn: DESA Claims Agent
          1330 East Franklin Avenue
          El Segundo, CA 90245

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.


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

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

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


EDISON MISSION: Weak Credit Profile Spurs S&P's Lower-B Ratings  
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Edison
Mission Energy Co.'s issuer credit rating and senior unsecured
debt to 'BB-' from 'BBB-', and its preferred debt to 'B' from
'BB'. The outlook is negative. The downgrades follow a series of
events and market developments that have materially weakened
EME's credit profile.

Standard & Poor's also lowered Edison Mission Marketing and
Trading's issuer credit rating to 'BB-' and Mission Energy
Holding Co.s' senior secured debt rating to 'B-'. The outlook is
negative.

The ratings on Edison Mission Midwest Holdings Co.s' $1.86
billion bonds, Midwest Generation L.L.C.'s $333.5 million and
$813.5 million pass through certificates, and Midwest Funding
L.L.C.'s $774 million senior secured bank facility were also
lowered to 'BB-' from 'BBB-' and removed from CreditWatch
negative. The outlook is negative.

In October, financing covenants triggered a cash trap of
distributions from EME's largest subsidiary, EMMH, which
materially affects EME's credit profile.

"Power markets in the U.S. and the U.K. are broadly depressed
and compressing operating margins at merchant facilities," said
credit analyst Peter Rigby. "The cash trap, in particular, is
restricting EME's ability to continue reducing parent level
debt, as we had expected earlier this year. While total debt has
come down over the past 18 months, total leverage has increased
as a result of the $1.1 billion write-off attributed to the 2001
sale of Fiddlers Ferry and Ferry Bridge in the U.K.," continued
Mr. Rigby.

The rating on EME reflects the fact that its largest subsidiary
must refinance about $1.7 billion of short-term bank debt. The
rating also reflects concentrated cash flows from four
investments that force EME to rely on them for about 50% of cash
flow through 2006. Cash flows to EME are structurally
subordinate to about $5.7 billion of project level debt.
Furthermore, competitive wholesale markets in the U.S. and the
U.K. are broadly in decline and will continue to pressure
merchant power investments and potentially contract revenue
projects indexed to market indices. The combination of merchant
risk and parent level debt-to-capitalization of 61% and total
consolidated debt-to-capitalization of 80% will limit access to
new capital, as well as expose lenders to future market
declines.

The weaknesses in EME's credit profile are mitigated by a
portfolio of investments that will offset the volatility of cash
flow from merchant investments; tax benefit allocations of $394
million in 2002 and $150 million-$200 million in 2003 that will
greatly support liquidity; and a cash and cash equivalence
balance and undrawn borrowing capacity of $454 million as of
Nov. 15, 2002, which give EME some financial flexibility. In
addition, EME does not need to rely upon future asset sales to
meet ongoing liquidity needs or to retire debt and it has no
significant near-term maturities or material contingencies that
could threaten liquidity - the first corporate note is not due
until 2008. Furthermore, EME has shifted its focus to cash
management and project operations from development, which should
help the firm manage its way through the current depressed
markets.

Much depends upon how EME is able to refinance its short-term
debt at EMMH. Standard & Poor's does not expect power markets to
recover any sooner than 2004, a situation that will continue to
pressure EME's credit profile. Should the EMMH refinancing
result in a long-term, amortizing structure with less debt, and
more predictable provisions for EME dividends, credit pressure
could ease. Nonetheless, further rating downgrades could result
if banks begin to accelerate project loans, project operational
problems develop, or competitive wholesale markets deteriorate
even further.


EL PASO ENERGY: S&P Assigns BB- $150-Million Senior Sub Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
oil and natural gas services company El Paso Energy Partners
L.P.'s offering of $150 million senior subordinated notes due
2012 to be privately placed under Rule 144A of the Securities
Act of 1993.

The outlook is revised to stable from positive to reflect the
growing confluence of the ratings of EPN and its general
partner, El Paso Corp. (BBB/CW-Neg/A-3).

Houston, Texas-based El Paso Energy Partners L.P., has about
$1.8 billion in outstanding debt.

The ratings on El Paso Energy Partners are supported by the
firm's leading position as a provider of midstream gas services
in the Gulf of Mexico, where increasing production is expected
to benefit EPN's strategically located gas pipelines and storage
assets. Continued efforts to diversify its asset base with
onshore projects, such as soon-to-be-completed purchase of the
San Juan Basin gathering system and other assets in Texas from
general partner El Paso, also add to credit quality credit
protection measures are adequate for the current rating
levels.

El Paso's involvement as the general partner with a 28% stake in
EPN influences the partnership's credit profile in several ways
and effectively tethers the ratings of the two entities. EPN
plays an important role in El Paso's plan to deleverage its
balance sheet plan by enabling it to transfer qualifying
midstream assets to EPN. El Paso continues to operate EPN's
assets and provide administrative support.

The change to a stable outlook for EPN factors in the greater
uncertainties surrounding the credit profile of its general
partner. Further deterioration of El Paso's credit quality would
likely exert pressure on EPN's rating irrespective of the
partnership's stand-alone credit quality.

El Paso Corp.'s 7.875% bonds due 2012 (EP12USA1), DebtTraders
reports, are trading at about 70 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP12USA1for  
real-time bond pricing.


ELWOOD ENERGY: S&P Hatchets Rating on $402 Million Bonds to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Elwood
Energy LLC's $402 million bonds due 2026 to 'BB+' from 'BBB-'.
The outlook is negative.

The rating action reflects the recent downgrade by Standard &
Poor's of Aquila Inc.'s rating to 'BB' from 'BBB-'. Under a
power sales agreement, Aquila provides about 48% of Elwood's
contractual net operating cash flow through 2012 and thereafter
100% of contractual cash flow until 2017.

Elwood is a 1,409-megawatt project of nine gas-fired peaking
combustion turbine units, which entered commercial operations in
stages between July 1999 and July 2001. Elwood operates as a
merchant power plant, selling into the Mid-American
Interconnected Network, but its output is fully contracted
through 2012, and partially through 2017.

Elwood is an equal partnership between wholly owned subsidiaries
of Peoples Energy Resources Corp., a wholly owned subsidiary of
Peoples Energy Corp. (A-/Stable/A2), and Dominion Energy Inc., a
wholly owned subsidiary of Dominion Resources Inc.
(BBB+/Stable/A2).

The negative outlook reflects the potential for creditworthiness
to decline further if Aquila does not provide the collateral
required, and potentially if Aquila's credit rating further
deteriorates. If Aquila's rating declines materially further,
then Standard & Poor's will revaluate Elwood's credit quality
based on the company's contractual revenues along with its
ability at that time to earn sufficient revenues in Midwest
merchant markets for peaking generation. Aquila could be
required to post additional collateral if its ratings fall
further. The outlook could move back to stable if the rating on
Aquila moves back to stable.


EMERGING VISION: Liquidity Insufficient to Continue Operations
--------------------------------------------------------------
As of September 30, 2002 (exclusive of net liabilities of
discontinued operations), Emerging Vision, Inc., had negative
working capital of $4,681,000 and cash on hand of $601,000.  
During the nine months ended September 30, 2002, the Company
used approximately $1,856,000 of cash in its operating
activities.  This usage was in line with management's plans and
was mainly a result of approximately $680,000 of costs related
to the Company's store closure plan, a net decrease of $593,000
in accounts payable and accrued liabilities that existed as of
December 31, 2001, and $271,000 related to the prepayment of
certain other business expenses, offset, in part, by a net
decrease of $346,000 in franchise and other receivables.  
Management anticipates that it will continue to incur
significant  costs in order to continue to close certain of its
non-profitable Company-owned stores, all in its effort to
eliminate future cash flow losses currently generated by such
stores.

Based on its current financial position, the Company may not
have sufficient liquidity available to continue in operation for
the next 12 months. However, the Company plans to continue to
attempt to improve its cash flows during the remainder of 2002,
and into 2003, by improving store profitability through
increased monitoring of store-by-store operations, closing non-
profitable Company-owned stores, implementing reductions of
administrative overhead expenses where necessary and feasible,
actively supporting development programs for franchisees, and
adding new franchised stores to the system. Management believes
that with the successful execution of the aforementioned plans
to attempt to improve cash flows, its existing cash, the
collection of outstanding receivables, the availability under
its existing credit facility, and the successful completion of
its shareholder rights offering, there will be sufficient
liquidity available for the Company to continue in operation for
the next 12 months. However, there can be no assurance that the
Company will be able to successfully execute the aforementioned
plans, or that it will be successful in completing its rights
offering.

Net sales for Company-owned stores, including revenues generated
by the Company's wholly-owned  subsidiary, VisionCare of
California, a specialized health care maintenance organization
licensed by the State of California Department of Managed Health
Care, decreased by approximately $82,000, or 2.9%, to $2,773,000
for the three months ended September 30, 2002, as compared to
$2,855,000 for the comparable period in 2001, and decreased by
approximately $748,000, or 8.7%, to $7,847,000 for the nine
months ended September 30, 2002, as compared to $8,595,000 for
the comparable period in 2001.  These decreases were primarily
due to the lower average number of Company-owned stores in
operation during the three and nine months ended September 30,
2002, as compared to the same periods in  2001.   These  
decreases were in line with management's expectations due to the
plan to close the Company's non-profitable Company-owned stores.

As of September 30, 2002, there were 186 stores in operation,
consisting of 31 Company-owned stores  (including 13 Company-
owned stores being managed by franchisees) and 155 franchised
stores, as compared to 210 stores in operation as of September
30, 2001, consisting of 38 Company-owned stores (including 7
Company-owned stores being managed by franchisees) and 172
franchised stores (including 2 stores being managed by the
Company on behalf of franchisees). On a same store basis (for
stores that operated as a Company-owned store during both of the
three and nine month periods ended September 30, 2002 and 2001),
comparative net sales decreased by $146,000, or 9.0%, to
$1,473,000 for the three months ended  September 30, 2002, as
compared to $1,619,000 for the comparable period in 2001, and
decreased by $652,000, or 14.8%, to $3,755,000 for the nine
months ended September 30, 2002, as compared to $4,407,000 for
the comparable period in 2001.  Management believes that this
decline was a direct result of the general downturn in the
economy that has occurred during 2002.

Franchise royalties decreased by $169,000, or 8.7%, to
$1,769,000 for the three months ended September  30, 2002, as
compared to $1,938,000 for the comparable period in 2001, and
decreased by $1,112,000, or 17.7%, to $5,156,000 for the nine
months ended September 30, 2002, as compared to $6,268,000 for
the comparable period in 2001.  These decreases were primarily a
result of a lower average number of franchised stores in
operation during the three and nine-month periods ended
September 30, 2002 as compared to 2001, as described above.

For the three and nine months ended September 30, 2002, there
was $49,000 and $56,000, respectively, of net gains from the
conveyance of Company-owned store assets to franchisees
(including initial franchise fees). For the three and nine month
periods ended September 30, 2001, the Company recognized $10,000
and $132,000, respectively, of such gains and fees. The overall
decrease is due to the fact that the  Company did not convey to
franchisees (and thus did not realize a gain on) any assets of
Company-owned  stores during the nine months ended September 30,
2002.

Net loss for the three months ended September 30, 2002 was
$1,608, as compared to the net loss of $2,599 for the same three
months of 2001.  For the nine months ended September 30, 2002,
Emerging Vision's net loss was $2,658, while in the same nine
months of 2001 the Company had a net loss of $1,202.


ENCOMPASS SERVICES: Final DIP Financing Hearing Set for Dec. 4
--------------------------------------------------------------
Concurrent with the DIP Bonding Facility, Encompass Services
Corporation and its debtor-affiliates ask Judge Greendyke's
permission to enter into a $60,000,000 Revolving Credit
Facility.

Lydia T. Protopapas, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, explains that the Debtors need the DIP Facility
proceeds to:

  -- pay their vendors, purchase materials and continue the
     operation of their business without interruption.  The
     Debtors will use the proceeds to fund the payment of all
     operating expenses incurred on and after the Petition Date,
     including costs relating to, inter alia, the purchase of
     inventory, the payment of rent, taxes, utilities, salaries
     and wages, and employee benefits;

  -- pay prepetition operating expenses as may be approved by
     the Court pursuant to the "first day" motions, including
     the payment:

     (a) to vendors for goods ordered, but not yet received,
         which are necessary to ensure an uninterrupted supply
         of inventory;

     (b) of prepetition wages, salaries, and employee benefits,
         including the prepetition workers' compensation claims
         and other benefits, which are necessary to assure the
         employee's continued services during the pendency of
         these cases;

     (c) of certain prepetition obligations arising out of
         existing programs and policies for the benefit of the
         Debtors' customers; and

     (d) to critical trade creditors.

     Without the DIP Facility for these purposes, the Debtors'
     vendor, employee and customer bases will be jeopardized and
     their efforts to reorganize will be undermined; and

  -- assure their trade creditors that they have the
     liquidity to continue making timely payments in the
     ordinary course of business.  Sufficient credit
     availability under the DIP Facility is needed to provide
     the Debtors' trade creditors and subcontractors with the
     necessary confidence to either continue or resume ongoing
     credit relationships with the Debtors on normal business
     terms.

The Debtors will enter into a debtor-in-possession credit
agreement and related documentation.  The DIP Lenders will be
granted a priming lien under Section 364(d) of the Bankruptcy
Code and will be accorded superpriority administrative expense
status under Section 364(c)(1), subject to the agreed carve-outs
for:

  -- the Debtors' and creditors committee's professionals,

  -- the fees of the Office of the U.S. Trustee, and

  -- the liens and security interests permitted under the
     Debtors' Prepetition Credit Agreement.

The salient terms of the Postpetition Revolving Credit Facility
are:

Borrower:       Encompass Service Corporation

Co-Borrowers
/Subsidiaries:  All existing and future subsidiaries


Lenders:        Bank of America, N.A., JP Morgan Chase Bank,
                General Electric Capital Corporation, and a
                syndicate of financial institutions comprised of
                certain of the prepetition secured lenders.

DIP Agents:     Bank of America NA;
                JP Morgan Chase Bank; and
                General Electric Capital Corporation

Credit
Revolver:       $60,000,000, including:

                * a $30,000,000 Tranche A Revolving Credit
                  Facility

                  Advances under the Tranche A Revolving Credit
                  Facility will be subject to a borrowing base
                  comprised of 95% of Tranche A Cash Proceeds
                  and will be made in accordance with a Budget,
                  which the Debtors will provide, on the
                  effective date of the DIP Facility.  The net
                  proceeds from the asset sales that occurred
                  before the Petition Date in a minimum amount
                  of $21,000,000 will be considered Tranche A
                  Cash Proceeds.

                * a $30,000,000 Tranche B Revolving Credit
                  Facility

                  Advances under the Tranche B Revolving Credit
                  Facility will be made on these terms:

                   -- No advance will be made under the Tranche
                      B Revolving Credit Facility until at least
                      95% of the Tranche A Cash Proceeds as of
                      the effective date of the DIP Facility has
                      been advanced under the Tranche A
                      Revolving Credit Facility; and

                   -- Any advances will be available under the
                      Tranche B Revolving Credit Facility in
                      accordance with the Budget.  The advances
                      will not exceed the lesser of:

                      (a) $30,000,000; or

                      (b) the Tranche B Borrowing Base.

Prepetition
Indebtedness:   All obligations the Debtors owe under the
                Prepetition Credit Agreement by and among their
                Prepetition secured lenders, Bank of America NA,
                and JP Morgan Chase Bank, as prepetition agents
                for those lenders.

Budget:         The Debtors will establish a weekly receipt and
                disbursement budget for their cash receipts and
                expenses.

Guarantors:     All the Debtors' subsidiaries

Maturity:       Six months from the effective date.

Interest Rates: The Borrowings will follow these rates:

                 * Tranche A Revolving Credit Facility:

                      Base Rate plus 2%, paid monthly

                 * Tranche B Revolving Credit Facility:

                      Base Rate plus 3.5%, paid monthly.

Facility &
Other Fees:     The Debtors will pay a facility fee that is 4.5%
                of the total commitments under the DIP Facility
                as well as customary unused line fees,
                Postpetition Agency fees and other fees.

Asset Sales:    The net cash proceeds from any sales of any the
                Debtors' assets, including stock sales and tax
                refunds and the proceeds of any tax return will
                be paid to Bank of America to be applied as:

               (a) to the reduction of outstanding principal
                   amounts under the Tranche B Revolving Credit
                   Facility;

               (b) to a blocked account at Bank of America  as
                   collateral for the Tranche A Revolving Credit
                   Facility until the amount of Tranche A cash
                   proceeds reaches $31,578,947;

               (c) to the Blocked Account as collateral for the
                   Tranche B Revolving Credit Facility until the
                   Tranche A Cash Proceeds and Tranche B Cash
                   Proceeds put together equals $63,157,899; and

               (d) pro rata to the Prepetition Indebtedness, but
                   subject to the Carve-Out, as determined by
                   Prepetition Credit Agreement.

Collateral:     The Debtors will grant the Lenders perfected
                liens in all their currently owned or after-
                acquired property and assets.  The liens will
                be:

               (a) subject only to permitted liens that are
                   valid, binding, enforceable and perfected
                   liens existing in the Prepetition Collateral
                   on the Petition Date, other than the Lenders'
                   Prepetition Liens; but

               (b) senior and superior, pursuant to Section
                   364(d) of the Bankruptcy Code, to the
                   Prepetition Liens, the Adequate Protection
                   Liens and all other present and future liens
                   in and to the Postpetition Collateral other
                   than Senior Prepetition Liens.

               The Postpetition Loans will have priority over
               all administrative expenses of the kind
               specified, except as to unpaid fees owing and any
               fees payable to the Clerk of the Court.  The
               Adequate Protection Obligation will have
               superiority, subject only to the Carve-Out and
               the priorities of the Postpetition Loans.

Financial
Covenants:     The financial covenants include:

               (a) a monthly minimum EBITDA covenant beginning
                   with November 1, 2002, which will be reported
                   30 days after the end of each calendar month;

               (b) a liquidity covenant; and

               (c) a capital expenditure limitation.

Affirmative
Covenants
require:      -- the Debtors to provide:

                  (a) a Core Business Plan and Model acceptable
                      to the DIP Lenders on or before
                      December 15, 2002; and

                  (b) a Plan of Reorganization acceptable to the
                      DIP Lenders on or before January 3, 2003;

               -- the Plan of Reorganization to be filed on or
                  before January 10, 2003;

               -- a Disclosure Hearing to be conducted on or
                  before February 15, 2003;

               -- a Confirmation Hearing to be held on or
                  before March 31, 2003; and

               -- the effective date to be on or before
                  April 15, 2003.

Reporting
Requirements:  The Lenders require the Debtors to submit these
               reports:

               -- each Tuesday, a weekly 13-week liquidity
                  forecast for the preceding weekly period
                  ending on Friday, which includes a
                  quantitative and qualitative actual-to-
                  forecast variance analysis; and

               -- consolidated financial statements for
                  Encompass and its subsidiaries for the
                  preceding month by the 30th day each Month.

Carve-out:     The Lenders agree to a $3,000,000 Carve-out,
               which will cover the professionals' fees and
               disbursements as well as any fees payable to the
               Clerk of Court.

Conditions
Precedent:     (a) entry of a Court order approving the cash
                   management system for the Debtors;

               (b) entry of a Court order limiting the Debtors'
                   cash held in accounts with institutions other
                   than the Non-DIP Lenders to an amount not to
                   exceed $15,000,000 in the aggregate;

               (c) definitive documentation;

               (d) Budget satisfactory to the Postpetition
                   Agents;

               (e) entry of interim and final order approving
                   the DIP Facility;

               (f) reimbursement of all expenses  and fees of
                   advisors and attorneys to the Prepetition
                   Agents, the Postpetition Agents, and the DIP
                   Lenders;

               (g) the Debtors will have provided an analysis of
                   intra-monthly cash balance and debtor-in-
                   possession financing needs based on the
                   Debtors' November 13, 2002 financial model
                   for the months ending November 30, 2002
                   though April 30, 2003;

               (h) representations and warranties in the
                   Postpetition Credit Agreement will be true
                   and correct, and no default or Event of
                   default will exist under the
                   Postpetition Credit Agreement;

               (i) the Sureties will have agreed to provide
                   bonding capacity to Encompass and its
                   Subsidiaries postpetition on terms acceptable
                   to the DIP Lenders;

               (j) a schedule containing the proposed timing and
                   price for sales of assets, containing minimum
                   aggregate sales prices by certain dates, will
                   be provided before any borrowing will be
                   permitted under the Tranche B Revolving
                   Credit Facility; and

               (k) the DIP Lenders will have received other
                   customary documents or instruments, or they
                   may reasonably request.

Fees &
Expenses:      The Debtors will pay reasonable out-of-pocket
               expenses of the Postpetition Agents and the DIP
               Lenders.

No Surcharge:  No costs or expenses of administration will be
               imposed against the DIP Lenders' collateral.

Lenders'
Voting Rights: Voting will be based on the DIP Lenders' total
               commitment under the DIP Facility.  Majority
               Lender votes -- 51% -- will be required for
               all matters unless otherwise specified.  Matters
               requiring the vote of all the DIP Lenders will
               include without limitation:

               * votes to lower the rate of interest or fees
                 with respect to the DIP Facility;

               * changes in amortization;

               * extending the maturity date of the DIP
                 Facility;

               * a release of all or substantially all of the
                 Collateral; and

               * any agreement for the treatment of any claim.

                           *     *     *

After considering the merits of the case, Judge Greendyke issued
an interim order allowing the Debtors to enter into the DIP
Financing Agreement.  The Debtors may borrow not more than
$60,000,000 in postpetition loans pursuant to the terms of the
DIP Financing Agreement on an interim basis pending a Final DIP
Order.

Judge Greendyke will convene a final hearing on the Debtors'
request on December 4, 2002 at 11:00 a.m. to consider any
developments, concerns or objections that may be raised.
Interested parties have until December 2, 2002 to file their
objections and responses with the Court.  Objecting parties are
advised to provide copies of their objections or responses to:

    (1) Winstead Sechrest & Minick P.C.
        5400 Renaissance Tower
        1201 Elm Street
        Dallas, Texas 75270
        Attn: R. Michael Farquhar and
              C. Mark Brannum
        Counsel to the Agents and the Lenders

    (2) The Office of the U.S. Trustee
        Bob Casey
        United States Courthouse
        515 Rusk Avenue, Suite 3516
        3rd Floor
        Houston, Texas 77002

    (3) Weil, Gotshal & Manges LLP
        700 Louisiana, Suite 1600
        Houston, Texas 77002
        Attn: Alfredo R. Perez
        Counsel to the Debtors

    (4) Manier & Herod
        One Nashville Place
        Suite 2200
        150 Fourth Avenue North
        Nashville, Tennessee 37219
        Attn: J. Michael Franks
        Counsel to the Sureties
(Encompass Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Selling Software Assets to American Intelligence
------------------------------------------------------------
Enron Energy Information Solutions Inc., seeks the Court's
authority to sell all of its rights, title and interest in
certain software and related assets, including the proprietary
energy management and monitoring software known as Enron Energy
Analyzer and FASER pursuant to an Asset Purchase Agreement with
American Energy Intelligence, Inc. -- if no higher or better
offer is received.  EEIS also seeks Judge Gonzalez's permission
to assume and assign an OEM Software Distribution Agreement with
iAnywhere Solutions, Inc. to American Intelligence.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that EEIS was a leading publisher of energy
information management software, including FASER and Energy
Analyzer.

FASER has served, for over 20 years, the utility tracking and
analyzing needs of schools, retail chains, municipalities,
universities, performance contractors, industries, government,
hotel, hospital and property managers.  FASER is a packaged
software application designed to track, analyze and report on
energy usage and billing.  The Energy Analyzer is an Internet-
based application designed to operate as Enron's next generation
of energy analysis software.  The Energy Analyzer is an online
site of energy management and consumption analysis tools for
retail, commercial and institutional organizations.

Prepetition, EEIS was in the process of discontinuing FASER and
replacing it with Energy Analyzer.  Postpetition, EEIS' parent
-- Enron Energy Services, Inc., began receiving unsolicited
calls from third parties interested in purchasing the rights to
FASER. Accordingly, EES began soliciting additional prospective
buyers for FASER and Energy Analyzer.

Mr. Sosland relates that EES initially contacted 17 parties to
bid for the Property, 14 of which signed confidentiality
agreements with EES.  By February 19, 2002, six bids ranging
from $15,000 to $2,000,000 were received.  After the bid review,
American Intelligence Inc.'s bid was chosen as the best offer
for the Property.

Accordingly, on October 14, 2002, EEIS and American Intelligence
entered into the Purchase Agreement that contains these terms:

1. Purchase Price.  $2,000,000;

2. EEIS' Deliveries.  On the Closing Date, EEIS will deliver to
   American a Bill of Sale, a Copyright Assignment, a Trademark
   Assignment and a Domain Name Assignment;

3. American's Delivery.  At Closing, American will deliver
   to EEIS the Purchase Price in immediately available funds,
   without set-off of any kind.  American waives any right of
   set-off it ever had or has against EEIS or any of its
   affiliate;

4. Condition Precedent to the Closing.  Closing is subject to
   these conditions:

   (a) the Bankruptcy Court's entry of a final non-appealable
       Approval Order; and

   (b) the representations and warranties taken as a whole of
       other party contained in the Agreement will continue to
       be true and correct in all material respects as of the
       Closing Date and the other party have performed in all
       material respects all covenants and agreements required
       between the Effective Date and the Closing Date;

5. "As Is" Transaction.  American acknowledges and agrees that
   EEIS makes no representations or warranties whatsoever with
   respect to any matter relating to the Property and American
   will accept the Property at the Closing "as is", "where is"
   and "with all faults";

6. Limited Trademark License.  EEIS grants to American a
   limited, non-exclusive, non-transferable, royalty-free
   license to use the ENRON trademark and distinctive logo for
   the purpose of the notice letter to be provided by EEIS to
   American pursuant to the Purchase Agreement and to the extent
   the Enron Marks have been previously affixed to EEIS'
   existing stock of training manuals, user manuals and related
   hard copy versions of similar documentation -- On Hand Stock.
   This limited license will terminate by its own terms when
   the On Hand Stock is depleted or otherwise disposed by
   American;

7. Limited FASER License.  American grants to EEIS a non-
   exclusive, non-transferable, royalty-free license to use the
   FASER software program in object code form for EEIS'
   internal use only until December 31, 2003, and not for the
   benefit of any third party.  EEIS will have no right to the
   source code of FASER software program, and agrees not to
   disassemble or decompile it.  EEIS' use will be restricted
   to the single-seat licenses currently in use for the period
   of time necessary for it to perform reconciliation and
   maintain historical billing information.  EEIS may not
   otherwise copy or distribute the FASER software program; and

8. Non-Compete.  For a period of two years after the Closing
   Date, EEIS will not engage in the business of acquiring,
   developing, marketing, distributing, licensing, or
   maintaining systems and application computer programs having
   any function similar to, competitive with, or substitutable
   for, the Software, anywhere in the United States.

Pursuant to the Sale, Mr. Sosland asserts that the assumption
and assignment of the OEM Software Distribution Agreement with
iAnywhere is supported by Section 365 of the Bankruptcy Code.
Mr. Sosland assures the Court that EEIS is not in any payment
default under the Assumed Contract.  Moreover, the assignment of
the Assumed Contract to American will, in and for itself,
provide Anywhere with adequate assurance of future performance.

Under Section 363 of the Bankruptcy Code, Mr. Sosland points out
that the sale and assignment is warranted because:

    (a) it is in the best interest of the Debtors' estate, its
        creditors and all parties-in-interest;

    (b) the Property and the Assumed Contract are not integral
        to nor contemplated to be part the Debtors'
        reorganization;

    (c) American's bid was subjected through a competitive
        auction process; and

    (d) the terms of the Purchase Agreement was a product of
        arm's-length and good faith negotiations.

Moreover, the Sale and Assumption should be free and clear of
all liens and claims under Section 363(f) of the Bankruptcy Code
because the Debtors believe that:

    (a) its secured lenders will consent to the proposed Sale of
        the Property;

    (b) the value EEIS will receive in consideration of the Sale
        of the Property is equal to or exceeds the value of the
        liens on a collateral under Section 363(f)(3); or

    (c) creditors with interests in the Property can be
        compelled to accept a monetary satisfaction of their
        claims under Section 363(f)(5). (Enron Bankruptcy News,
        Issue No. 49; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)

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


EXODUS COMMS: EXDS Wants More Time to Challenge Disputed Claims
---------------------------------------------------------------
EXDS Inc., and the EXDS Plan Administrator ask the Court to
extend the deadline within which EXDS must object to the
allowance of certain types of Disputed Claims identified in the
Reorganization Plan.

Section 1.22 of Plan defines "Claims Objection Deadline" as:

    "the last day for filing objections to Disputed Claims
    (other than Disputed Claims set forth in Sections
    1.36(a)(i), 1.36(b)(i), 1.36(b)(ii) or 1.36(b)(iii) hereof,
    for which no objection or request for estimation will be
    required), which day will be the later of:

    (a) one hundred eighty (180) days after the Effective Date
        or

    (b) sixty (60) days after the Filing of a proof of claim
        for, or request for payment of, the Claim or any other
        date as the District Court may order."

With respect to the excluded claims, the deadline to object is
December 16, 2002.  EXDS wants to extend the claims objection
deadline to February 14, 2003.

A Disputed Claim is any claim, including any administrative
claims, which has not been allowed pursuant to the Plan, a Final
Order or a settlement stipulation, and:

  A. If no proof of claim has been filed by the applicable Bar
     Date:

     -- a Claim that has been listed on the Schedules as
        disputed, contingent or unliquidated;

     -- a Claim that has been listed on the Schedules as other
        than disputed, contingent or unliquidated, but to which
        the Debtors, Reorganized EXDS, the Plan Administrator,
        the Plan Committee or any other party-in-interest has
        posed a timely objection or request for estimation in
        accordance with the Plan, the Bankruptcy Code and the
        Bankruptcy Rules by the Claims Objection Deadline; and

     -- with respect to Fee Claims and Administrative Claims,
        the deadline set forth in Article XII of the Plan, as
        applicable, which objection or request for estimation
        has not been withdrawn or determined by a Final Order;
        and

  B. If a proof of claim or request for payment of an
     Administrative Claim has been filed by the applicable Bar
     Date:

     -- a Claim for which no corresponding Claim has been listed
        on the Schedules;

     -- a Claim for which a corresponding Claim has been listed
        on the Schedules as other than disputed, contingent or
        unliquidated, but the nature or amount of the Claim as
        asserted in the proof of claim varies from the nature
        and amount of the Claim as listed on the Schedules;

     -- a Claim for which a corresponding Claim has been listed
        on the Schedules as disputed, contingent or
        unliquidated;

     -- a Claim for which a timely objection or request for
        estimation is posed by the Debtors, Reorganized EXDS,
        the Plan Administrator, the Plan Committee or any other
        party-in-interest in accordance with the Plan, the
        Bankruptcy Code and the Bankruptcy Rules by the Claims
        Objection Deadline; or

     -- with respect to Fee Claims and Administrative Claims, by
        the deadline set forth in Article XII of the Plan, as
        applicable, which objection or request for estimation
        has not been withdrawn or determined by a Final Order.

According to Jeremy W. Ryan, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, EXDS is in the process of reviewing and
reconciling with its own books and records 1,000 Disputed Claims
that remain unresolved.  EXDS believes that the majority of
these claims constitute Excluded Disputed Claims, which are not
currently subject to the Claims Objection Deadline.  To ensure
sufficient time to investigate all of the Disputed Claims, EXDS
seeks to extend the Claims Objection Deadline.  EXDS wants an
adequate opportunity to review, reconcile, and object, if
necessary, to Disputed Claims.

Mr. Ryan contends that cause exists to extend the Claims
Objection Deadline because of the tremendous amount of work
involved in reviewing and reconciling the claims.  While EXDS is
working diligently and in good faith to review the Disputed
Claims, other pressing and complex matters in this case have
demanded substantial time and energy of EXDS to the extent that
an extension of the Claims Objection Deadline is warranted to
allow for a complete and thorough review of Disputed Claims.
These complex matters include:

  -- the working capital arbitration with Cable & Wireless;

  -- EXDS' review of and objection to numerous administrative
     claims; and

  -- EXDS' ongoing efforts to liquidate and distribute its
     remaining assets to its creditors.

Mr. Ryan assures the Court that the creditors in these cases
will not be prejudiced because the Plan Administrator has
reserved funds sufficient to pay all Disputed Claims in
accordance with the Plan.

EXDS has already made an 8% distribution to undisputed general
unsecured creditors in 13 months and 614 claims have already
been resolved through omnibus objections. (Exodus Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FERRELLGAS PARTNERS: Net Capital Deficit Tops $23MM at Oct. 31
--------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's
largest retail marketers of propane, reported earnings for the
first quarter of fiscal year 2003.  The first quarter covers the
three-month period ended October 31, 2002.

Retail propane sales volumes for the fiscal quarter were 172
million gallons, compared to 190 million gallons in the prior
year period, as the industry experienced continued soft economic
conditions and reduced early fall demand resulting from
increased spring and summer propane deliveries.

Gross profit for the quarter was $92.6 million, compared to
$95.3 million in the first quarter of fiscal year 2002, as risk
management contributions partially offset the effect of reduced
retail gallon sales in the quarter. Operating and general and
administrative expenses for the quarter were $68.4 million and
$6.9 million, respectively, up slightly from $67.1 million and
$6.8 million in the first quarter of fiscal year 2002. Equipment
lease expense for the quarter decreased 8 percent to $6.0
million from $6.5 million, due to the favorable interest rate
environment.  The resulting EBITDA for the quarter was $11.3
million, compared to $14.8 million in the first quarter of
fiscal year 2002.

"Despite the continued effects of soft economic conditions and
recent increases in wholesale propane costs this quarter, I am
pleased with our efforts to minimize the financial impact from
these factors.  We will continue to focus on improving our
financial performance through effective margin and cost
management," said James E. Ferrell, Chairman, President and
Chief Executive Officer. "As we enter the early stages of the
winter heating season, we are experiencing increased retail
gallon sales.  Our employees are focused and prepared to take on
the challenges of the impending winter heating season."

The partnership historically experiences a seasonal loss during
its first quarter, as sales volumes typically represent less
than 20 percent of annual gallon sales, causing fixed costs to
exceed off-season cash flow.

Net loss for the quarter reflects a seasonal loss of $25.0
million, which includes special charges of $7.1 million related
to the early extinguishment of debt and $2.8 million related to
a cumulative effect of a change in accounting principle.  Net
loss for the prior year quarter was $13.5 million.

During the quarter, the company announced the successful
refinancing of its 9-3/8% senior notes due 2006, which resulted
in a charge to earnings related to the early retirement of this
debt.  The company also implemented SFAS No. 143 this quarter,
which resulted in a one-time cumulative charge to earnings
related to the future retirement of certain long-term assets.

Ferrellgas Partners, L.P., through its operating subsidiary,
Ferrellgas, L.P., currently serves more than one million
customers in 45 states. Ferrellgas employees indirectly own more
than 17 million common units of the partnership through an
employee stock ownership plan.  Ferrellgas trades on the New
York Stock Exchange under the ticker symbol FGP.

At October 31, 2002, Ferrellgas' balance sheet shows a working
capital deficit of about $36 million, and a total partners'
capital deficit of about $23 million.


FLOW INT'L: Talks to Banks About Likely Loan Covenant Violation
---------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW), the world's
leading developer and manufacturer of ultrahigh-pressure
waterjet technology primarily used for cutting and food safety
applications, today reported results for its second fiscal
quarter ended October 31, 2002.  FLOW's Waterjet Systems segment
revenue increased 6% to $34.7 million, the first quarter-over-
quarter increase since the fourth quarter of fiscal 2001.  
Revenues for Avure Technologies decreased 17%. Within Avure,
Food-related revenues increased during the quarter to
$4.1 million, up from $575,000 in the prior year period, while
as expected, General Press revenues decreased 51% to $5.4
million.  Sales of General Press systems have been weak over the
last several quarters, due to overcapacity in the Aerospace and
Automotive industries.

Consolidated net loss for the quarter was $2.3 million, compared
to net income of $376,000 in the year-ago quarter.  The company
has a deferred tax asset related to its German subsidiary that
has not been reserved for in the past.  Since the subsidiary is
continuing to incur net losses, the company, along with its
independent accountants, is reviewing the need to partially or
fully reserve that deferred tax asset.  This review will be
completed before the company files its Form 10-Q in mid-December
2002.  Should the company determine it is appropriate to reserve
the full value of this deferred tax asset, the company would
record an additional non-cash tax expense of $5.6 million and
report a consolidated net loss of $7.9 million for the quarter
ended October 31, 2002.

The company also announced the Board of Directors has appointed
Stephen R. Light as President and CEO of the company, effective
January 3, 2003.  Since 2000, Light has been President and CEO
of Omniquip, a leading manufacturer of light construction
equipment and North America's largest producer of telescopic
material handlers.  Light has over 30 years domestic and
international capital goods manufacturing experience including
10 years with Emerson Electric Company and 17 years with various
divisions of General Electric Company.  His product experience
encompasses high tech medical imaging and electronic devices and
complex engineered systems.

"Stephen is an outstanding executive, and we are excited that we
have attracted a CEO of his caliber," said Kathy Munro, Chairman
of the Board.  "We believe Stephen brings the execution skills
the company needs to fully exploit our technology.  His success
in corporate turnarounds has been based on rigorous management
of corporate resources, operational cost reductions, and a
strategy focused on customer needs and market expansion."

Light added, "I am delighted to join Flow International and look
forward to instilling operational excellence across the key
processes of this company."

Breaking down the consolidated reporting into the company's two
business segments:

     -- FLOW Waterjet Systems, used to cut materials ranging
from paper to titanium, reported second quarter revenues of
$34.7 million and net income of $18,000, compared to revenues of
$32.9 million and net income of $415,000 in the year-ago
quarter.  Revenue growth was primarily driven by increased sales
of the company's Dynamic Waterjet.  Profitability from these
sales, however, was offset by reduced revenues and weaker
margins in the aerospace and automotive industries.  Should the
company determine it is appropriate to reserve the full value of
its German subsidiary deferred tax asset, Waterjet Systems would
report a net loss of $5.6 million.

     -- Avure Technologies, which produces food processing
        systems under the Fresher Under Pressure(R) brand name,
        as well as non-food general press systems, reported
        second quarter revenues of $9.5 million and a net loss
        of $2.3 million compared to revenues of $11.4 million
        and a net loss of $39,000 in the comparable quarter of
        fiscal year 2002.  For the quarter, Avure's margins were
        impacted by the reduced General Press revenues, as well
        as the sale of its continuous feed systems at
        substantially reduced margins.  Avure's target markets
        (Ready-to-eat Meats and Meals) are serviced by the batch
        technology.  As such, Avure is selling its remaining
        continuous feed inventory at significantly reduced
        margins.

For the six months ended October 31, 2002, FLOW reported
consolidated revenues of $84.7 million and a net loss of $6.3
million.  FLOW's Waterjet Systems reported revenues of $66.0
million and a net loss of $2.6 million.  FLOW's Avure
Technologies reported revenues of $18.7 million and a net loss
of $3.7 million.  Should the company determine it is appropriate
to reserve up to the full value of the German subsidiary
deferred tax asset, the write-down would result in a year-to-
date consolidated net loss of $11.9 million.

                         Banking Update

Excluding the potential adjustment for the write down of the
German subsidiary deferred tax asset, the company is in
compliance with its bank covenants.  Should the company reserve
the full value of this deferred tax asset, FLOW would be in
violation of one of its loan covenants.  Presently, the company
is working with its lenders to address this issue.  If the
covenant is not amended or waived, total debt of $96.1 million
will be classified as current in the October 31, 2002 Form 10Q.

Flow International Corporation is the world's leading developer
and manufacturer of ultrahigh-pressure waterjet technology for
cutting, cleaning, and food-safety applications, as well as
isostatic and flexform presses.  FLOW provides total system
solutions for various industries, including automotive,
aerospace, paper, job shop, surface preparation, and food
production.  For more information, visit http://www.flowcorp.com


FRISBY TECHNOLOGIES: Nasdaq Delists Shares Effective November 27
----------------------------------------------------------------
Frisby Technologies, Inc., (Nasdaq SmallCap: FRIZ) announced
that a Nasdaq Listing Qualifications Panel had issued a written
decision that, based on the Company's failure to comply with the
continued listing requirements for continued listing set forth
in Marketplace Rule 4310(C)(2), its common stock would be
delisted from the Nasdaq SmallCap Market effective with the
opening of business on November 27, 2002.  The Company expects
that its shares will be immediately eligible for quotation on
the Over-the-Counter Bulletin Board (OTCBB).

                         *    *    *

As reported in Troubled Company Reporter's Monday Edition,
Frisby Technologies received a notice of default from two of its
secured creditors.  DAMAD Holdings AG and Bluwat AG have
notified the Company that it is in default of the tangible net
worth covenant contained in its respective loan agreements with
the lenders.  The covenant requires the Company to maintain a
tangible net worth of not less than $1,250,000 as of the end of
each fiscal quarter.  A similar covenant is contained in the
Company loan agreements with its other secured lenders, MUSI
Investments S.A. and Fin.part International S.A. As of September
30, 2002, the Company's tangible net worth, calculated as
provided in the respective loan agreements, was a negative
$663,402.

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


GENTEK INC: Honoring Up to $20-Million of Critical Vendor Claims
----------------------------------------------------------------
GenTek Inc., and its debtor-affiliates may to pay critical
vendor claims, Judge Walrath rules in the Final Order.  However,
the critical vendor payments must not exceed a maximum aggregate
of $20,000,000.

                         *     *     *

To recall, the Debtors' Critical Vendors fall into seven broad
categories:

(1) Sole-Source Vendors: the sole source of supply for certain
    materials, goods or services;

(2) Capacity Vendors: the sole vendor able to supply the Debtors
    with adequate amounts or quantities of certain materials or
    goods;

(3) Quality Vendors: the sole vendor able to supply the Debtors
    with certain materials, goods or services that meet the
    Debtors' quality requirements;

(4) Customer Designated Vendors: specifically designated by the
    Company's customers as mandatory vendors based on product
    or quality specifications provided to the Company by its
    customers;

(5) Knowledge Vendors: possess unique knowledge of the Debtors'
    business operations or equipment;

(6) Service Vendors: provide critical services to the Debtors;
    and

(7) Manufacturing Rep. Vendors: sell certain of the Debtors'
    products on a commission basis. (GenTek Bankruptcy News,
    Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
    0900)


GENUITY INC: Files for Chapter 11 Reorganization in New York
------------------------------------------------------------
In a deal that brings together two companies with a rich history
of innovation and Internet Protocol experience, Genuity Inc.,
(Nasdaq:GENU) has reached a definitive agreement with Level 3
(Nasdaq:LVLT), an international communications and information
services company, to acquire substantially all of Genuity's
assets and operations for $242 million, subject to adjustments.
The deal forms a stronger, well-capitalized, financially stable
service provider with a full portfolio of managed IP services.

Under the terms of the proposed acquisition, which has the full
support of Genuity's two largest creditors -- the global
consortium of banks that provided Genuity with a line of credit
and Verizon Communications that provided a separate line of
credit -- Level 3 will operate Genuity as a separate business
unit headquartered in Woburn, Mass., that focuses on managed IP
services for the enterprise market. The addition of Genuity will
enhance Level 3's business services offerings and enable greater
network efficiency through the addition of Genuity's more than
3,000 customers.

In addition to maintaining the Genuity brand, Level 3 will
acquire Genuity's Tier 1 network, its operations and its
customer base, including its domestic contracts with America
Online, Inc., and certain of its domestic contracts with
Verizon, as well as a significant portion of Genuity's existing
long-term operating agreements. Verizon also will continue to
resell Genuity's services to its enterprise customers. To
facilitate the acquisition process, Genuity and certain of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code. Assuming approval of the
company's reorganization plan by the bankruptcy court and the
closing of the transaction, Genuity's creditors will receive the
money Level 3 is paying for Genuity's assets as well as
additional cash on Genuity's balance sheet after the close of
the transaction. With more than $800 million in cash to fund the
company's operations, Genuity will continue to operate its
business and serve its customers without interruption during the
transitional period.

"Upon learning of Verizon's decision to relinquish its right to
reintegrate Genuity, we sought a solution that would most
benefit our creditors, our customers and our employees," said
Genuity Chairman and Chief Executive Officer Paul R. Gudonis.
"This agreement represents a positive outcome for these groups
because it helps ensure continuity of the services we provide to
our customers, as well as the ability to realize the benefits of
a stronger, more financially sound service provider."

                    Complementary Lines of Business

Gudonis noted that Level 3 shares Genuity's commitment to build
on its existing assets and its established success in providing
customers with wholesale and enterprise IP networking services.
"We were attracted to Level 3 in part because of its desire to
capitalize on the success we've had in providing managed IP
services to enterprises. The Internet has become a critical part
of the way companies do business, and with this agreement,
customers will be able to use our managed services such as
dedicated access, voice over IP, VPNs and security and Web
hosting to gain a competitive advantage."

"There is a unique and compelling fit between Genuity and Level
3," said James Q. Crowe, Level 3's chief executive officer. "The
transaction combines the assets and operations of Genuity, the
company that helped invent the Internet, with Level 3, the
company that built the first network fully optimized for
Internet Protocol-based communications. Both companies are
experienced providers of optical and IP-based services, and both
are Tier 1 Internet backbone providers with industry-leading
quality of service. Genuity's transport and dedicated and dial-
up Internet access business - more than 80 percent of revenue -
is complementary to Level 3's transport, managed modem and IP
services business.

"Level 3 and Genuity share cultures of technological excellence
and innovation. Genuity literally helped conceive the key
technologies that underpin the Internet, while Level 3 has
pioneered developments in softswitch technology and MPLS
services, and revolutionized bandwidth provisioning with its
ONTAP process. We believe that, together, we can build on that
strong combined legacy."

Gudonis added, "Our proposed agreement with Level 3 provides a
logical and natural fit. Both organizations are customer-
focused, rich in intellectual resources, and proven leaders in
the industry. Going forward, new and existing customers will
benefit from the company's comprehensive range of complementary
services and an enhanced portfolio of offerings."

                    The Acquisition Process

As a routine matter, ongoing employee compensation and benefit
programs are being presented to the court for approval as part
of the company's "first-day" motions. The company expects that
the court will approve these requests at its first-day hearing,
thereby ensuring that employees will be paid and that benefit
programs will remain intact.

Vendors will be paid in the ordinary course for all goods
furnished and services rendered subsequent to the filing. This
protection afforded to vendors under the Bankruptcy Code,
combined with the company's cash position, will ensure an
uninterrupted flow of goods and services necessary to operate
Genuity's business during this process.

In conjunction with the Chapter 11 filing and as required under
Section 363 of the Code, Genuity also filed a motion for the
establishment of bidding procedures for an auction that allows
other qualified bidders to submit better offers for its assets.
The company anticipates that the acquisition will be completed
in the first quarter of 2003, pending approval of the bankruptcy
court and certain government regulatory agencies.

Wednesday's action follows several months of negotiations with
the group of banks that provided Genuity's $2 billion line of
credit and Verizon Communications, which lent Genuity $1.15
billion, on a restructuring of the company's debt. The
negotiations followed Verizon's decision on July 24, 2002 to
relinquish its option to acquire a controlling interest in
Genuity. This resulted in a default for Genuity under its credit
facilities with the banks and Verizon. Genuity and its lenders
subsequently agreed on several standstills while continuing
negotiations. Ultimately, Genuity's senior management and its
Board of Directors determined that this acquisition would ensure
the continued integrity of its operations and provide the best
possible result for the company.


Although Genuity International Inc., a U.S. subsidiary of
Genuity, is included in the filing, local subsidiaries located
outside of the United States are excluded from the filing.
Genuity filed its voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Southern District of New York.

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

Based in Broomfield, Colo., Level 3 is an international
communications and information services company. The company
offers a wide range of communications services over its 20,000
mile broadband fiber optic network including Internet Protocol
services, broadband transport, colocation services, and patented
Softswitch-based managed modem and voice services. The company
offers information services through its wholly-owned
subsidiaries, (i)Structure and Software Spectrum. (i)Structure
provides managed IT infrastructure services and enables
businesses to outsource costly IT operations. Software Spectrum
is a global business-to-business software services provider
specializing in enterprise software management, licensing and
support.


GENUITY INC: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Geniuty, Inc.
             225 Presidential Way
             Woburn, Massachusetts 01801    
             Telephone: (781) 865-2000
             Fax: (781) 865-3936

Bankruptcy Case No.: 02-43558

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Genuity Solutions, Inc.                    02-43550   
     Genuity Solutions, Inc.                    02-43550   
     BBN Advanced Computers Inc.                02-43551   
     BBN Certificate Services Inc.              02-43552   
     BBN Instruments Corporation                02-43553   
     BBN Telecom Inc.                           02-43554   
     Bolt Beranek and Newman Corporation        02-43555   
     Genuity Business Trust                     02-43556   
     Genuity Employee Holdings LLC              02-43557   
     Genuity International, Inc.                02-43559   
     Genuity International Networks LLC         02-43560   
     Genuity International Networks Inc.        02-43561   
     Genuity Telecom Inc.                       02-43562   
     LightStream Corporation                    02-43563   
     Nap.Net, L.L.C.                            02-43564   

Type of Business: Genuity is a leading provider of enterprise
                  IP networking services with offices and
                  operations throughout the U.S., Europe, Asia
                  and Latin America.

Chapter 11 Petition Date: November 27, 2002

Court: Southern District of New York

Judge: Prudence Carter Beatty

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Sally McDonald Henry, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Telephone (212) 735-3000

                       - and -

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, Delaware 19801

                       - and -

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Beacon Street
                  Boston, Massachusetts 02108

Total Assets: $1,943,524,000

Total Debts: $3,966,156,000

Debtor's 40 Largest Unsecured Creditors:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
The Chase Manhattan Bank,
   as paying agent
270 Park Avenue
New York, NY 10017
Attn: Constance Coleman
T: 212-270-0372
F: 212-270-4584               Bond Debt          $1,150,000,000

Verizon Investments Inc.
1095 Avenue of the Americas
New York, NY 10036
Attn: Janet Garrity
T: 302-761-4210
F: 302-761-4228/9             Bank Debt          $1,150,000,000

Allegiance
9101 North Central Expressway
Dallas, TX 75231
Attn: John Dumbleton
Phone 214-261-8625
Fax 214-261-8690              Trade Debt           $304,523,000

Verizon
1095 Avenue of the Americas
New York, NY 10036
Attn: Bill Michelli
T: 972-465-4074
F: 972-465-4922               Trade Debt           $205,064,425

The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attn: Constance Coleman
T: 212-270-0372
F: 212-270-4584               Bank Debt            $151,235,294

QWEST
421 SW Oak Room 730
Portland, OE 97204
Attn: Nanette Parker
T: 503-425-5212
F: 503-425-3300               Trade Debt           $127,513,311

Citicorp USA, Inc.
388 Greenwich Street
New York, NY 10013
Attn: Maureen Maroney
T: 212-816-8434
F: 212-816-8063               Bank Debt             $90,741,176

Credit Suisse First Boston
Eleven Madison Ave.
New York, NY
Attn: Robert Hetu
T: 212-325-4542
F: 212-325-8309               Bank Debt             $90,741,176

BNP Paribas
787 Seventh Ave.
7th Floor
New York, NY 10019
Attn: Brian Foster
T: 212-841-2686
F: 212-841-2369               Bank Debt             $60,494,118

Nortel Networks
275 N. Corporat e Drive
Brookfield, WI 53045
Attn: Brian Trnkus
T: 914-773-2404
F: 914-773-2606               Trade Debt            $46,042,318

The Industrial Bank of Japan
1251 Avenue of the Americas
New York, NY 10020
Attn: Bill Kennedy
T: 212-282-4570
F: 212-282-4383               Bank Debt             $30,247,059

Toronto Dominion (Texas),
   Inc.
31 W 52nd St.
New York, NY 10019
Attn: Randy Bingham
T: 212-827-7445
F: 212-827-7240               Bank Debt             $30,247,059

The Bank of New York
One Wall Street
New York, NY 10286
Attn: Mike Masters
T: 212-635-8742
F: 212-635-8593               Bank Debt             $30,247,059

Wachovia Bank, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303
Attn: Charlie Barham III
T: 404-332-6556
F: 404-332-5016               Bank Debt             $30,247,059

InterXion Nederland BV
Gyroscoopweg 144
1044 AZ Amsterdam
P.O. Box 59150
1040 KD Amsterdam
The Netherlands
Attn: Ton Bastiaenen
T: +31 (0) 20 8878100
F: +31 (0) 20 8878101         Trade Debt            $15,584,000

1300 Federal LLC
PO Box 27883
Newark, NJ 07101-7883
Attn: Keith Barket
T: 212-867-5436
F: 212-692-2000               Trade Debt            $14,338,000

Cisco Systems
3535 Garrett Avenue
Santa Clara, CA 95051
Attn: Mike Penner
T: 415-442-1452
F: 415-442-1010               Trade Debt            $12,917,494

Comdisco, Inc.
6111 North River Road
Rosemont, IL 60018
Attn: Sanford Tassell
T: 847-698-3000
F: 610-225-1741               Trade Debt             $8,264,946

BELLSOUTH
Suite 400
1800 Century Boulevard
Atlanta, GA 30345
Attn: Anthony Cutright
T: 404-829-8569
F: 404-728-8671               Trade Debt             $8,972,358

State Street Bank & Trust Co.
2 Avenue De Lafayette
Corporate Trust 6th Floor
Boston, MA 02110
Attn: Charles Pinta
T: 617-662-1781
F: 617-662-1458               Bond Debt              $7,487,000

WORLDCOM
5000 Technology Dr.
Weldon Springs, MO 63304
Attn: Lynn Lueddecke
T: 636-793-1195
F: 636-329-7230               Trade Debt             $6,667,853

SBC Southwestern Bell
1010 Pine
Room 13-W-18
St Louis, MO 63101
Attn: Becky Hill
T: 314-505-3941
F: 314-331-1374               Trade Debt             $4,798,139

UUNET
P.O. Box 85080
Richmond, VA 23285-4100
Attn: Kathy Salfen
T: 800-488-6384 x4901
F: 703-886-0549               Trade Debt             $4,516,504

AT&T
P.O. Box 27-680
Kansas City, MO 64180-0680
Attn: Tena Johnson
T: 800-722-6440 x 5673
F: 800-547-1333               Trade Debt             $4,658,485

Sprint
105 West St. James Street
M/C NCTRBF0201
Tarboro, NC 27886
Attn: Stacy Watson
T: 800-890-2832
F: 800-449-3564               Trade Debt             $2,514,094

Silicon Graphics, Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
Attn: Jan Soules
T: 650-933-4754
F: 650-933-0811               Trade Debt             $1,969,000

ITC Deltacom
1791 O G Skinner Drive
West Point, GA 31833
Attn: Tony Carter
T: 800 421-2455 x1204
F: 706-645-8989               Trade Debt             $1,800,067

Nextlink
P.O. Box 71056
Las Vegas, NV 89170
Attn: Customer Care
T: 702-990-1000
F: 702-990-8989               Trade Debt             $1,676,547

British Telephone
Southend Billing Office
XSAC3 PP2A/03
Southern ATE
221 London Road
Westcliff-on-Sea
SS0 7BT
Attn: Customer Support
T: 0800 515460
F: 01702 344326               Trade Debt             $1,619,904

MFS
P.O.BOX 790351
ST. LOUIS, MO 63179-0351
Attn: Lynn Lueddecke
T: 636-793-1195
F: 636-793-5738               Trade Debt             $1,590,084

PricewaterhouseCoopers LLP
11 Madison Avenue
New York, NY 10010
Attn: Robin Lissak
T: 646-598-4460
F: 646-598-4824               Trade Debt             $1,500,000

NCR Corporation
P.O. Box 7524S
Charlotte, NC 25275-5245
Attn: Maribeth Freiberger
T: 937-445-0276
F: 937-445-3409               Trade Debt             $1,350,702

Level 3 Communications LLC
1025 Eldorado Blvd.
Broomfield, CO 80021
Attn: Wayne Olinger
T: 720-888-3470
F: 720-888-5214               Trade Debt             $1,089,676

GTS (EBONE)
Ebone Broadband Services Ltd.
2 Customer Plaza
Harbourmatster Place
Dublin 1, Ireland
Attn: Steve Bond
T: 016315000
F: 016315050                  Trade Debt               $861,502

Covad Communications
2330 Central Expressway
Santa Clara, CA 95050
Attn: Lisa Blais
T: 781-280-5817
F: 408-616-6501               Trade Debt               $727,479

Focal Comm. Corp. Of IL
135 S. Lasalle Street
Dept. 3546
Chicago, IL 60674-3546
Attn: Melissa Edwards
T: 312-895-8324
F: 312-895-8403               Trade Debt               $706,569

Sun Micro Systems
500 Eldorado Blvd
Broomfield, CO 80021
Attn: Lori Elvington
T: 303-272-5916 x75916
F: 303-464-6924               Trade Debt               $683,756

Baltimore Director of Finance
200 Holliday Street
Baltimore, MD 21202
Attn: Customer Service
T: 410-396-3979
F: 410-545-3866               Tax Debt                 $666,723

Santa Clara County
   Tax Collector
County Government Center
East Wing
70 W. Hedding St.
San Jose, CA 95110-1767
Attn: Sara Johnson,
   Tax Collector
T: 408-808-7900
F: 408-279-0357               Tax Debt                 $649,015

Ameritech
800 Jorie Blvd.
Oakbrook, IL 60523
Attn: Johnnie Sears
T: 800-480-8088
F: 312-220-2360               Trade Debt               $614,514


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

                      GC Switzerland

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

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

                             GC Germany

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

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

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

                            GC Spain

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

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

GC Spain will enter into 14 participative loans pursuant to
which the debt it owes to its intercompany creditors will be, in
effect, subordinated.  In total, the GC Spain Participative
Loans will have the effect of subordinating EUR54,950,000 of
intercompany indebtedness based on the balance sheet as of
August 31, 2002. (Global Crossing Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HIGHWOOD RESOURCES: Shareholders Okay Arrangement with Dynatec
--------------------------------------------------------------
Highwood Resources Ltd. (TSX:HWD) (OTCBB:HIWDF) and Dynatec
Corporation (TSX:DY) announce that at the Special Meeting of
shareholders held on November 26, 2002, the shareholders of
Highwood approved the Arrangement on the terms described in
Highwood's announcement of October 30, 2002. Of the votes cast
at the Special Meeting by Highwood Shareholder other than
Dynatec Corporation and parties related to it, 99.5% were cast
in favour of the Arrangement while 99.7% of the votes cast at
the Special Meeting by all the shareholders of Highwood were in
favour of the Arrangement. The shareholders of Highwood also
approved the stock option plan and shareholders rights plan of
Beta Minerals Inc. (formerly known as 2016507 Ontario Ltd. and
commonly referred to as ThorNewco).

It is expected that the Arrangement will be completed on Friday,
November 29, 2002, subject to the satisfaction or waiver of the
remaining conditions for the completion of the Arrangement,
which include obtaining an Order from the Ontario Superior Court
of Justice approving the Arrangement.

Highwood also announces that the valuation report prepared by
Northern Securities Inc., dated October 25, 2002, a copy of
which is included as Schedule 7 to the Management Information
Circular dated October 25, 2002 prepared in connection with the
Special Meeting, is not materially different than the prior
valuation referred to under the heading of "Valuation Report -
Prior Valuation" on page 22 of the Management Information
Circular. A copy of the prior valuation report may be inspected
at the offices of Borden Ladner Gervais LLP, 2300, 530-8th
Avenue S.W., Calgary, Alberta and will be sent to any Highwood
Shareholder upon request and without charge.

As reported in Troubled Company Reporter's October 1, 2002
edition, Highwood Resources' principal lender agreed to an
amendment of the forbearance agreement dated October 3, 2001, as
amended March 28, 2002 with respect to the repayment of the debt
due to the lender.  The amendment provides an extension of the
time for repayment of all indebtedness owing to the lender from
September 30, 2002 to December 31, 2002.  The amendment requires
Highwood to engage a monitor to report to the lender on business
operations.

The repayment extension is expected to provide Highwood
sufficient time to complete the plan of arrangement announced
August 30, 2002.  Completion of the arrangement is subject to
regulatory, shareholder and court approvals.


HOME-LINK SERVICES: Files Chapter 11 Petition in Connecticut
------------------------------------------------------------
Home-Link Services Canada Ltd., a wholly-owned subsidiary of
Microforum Inc., announced that the U.S. licensor of its CARE II
software has applied for protection under Chapter 11 of the U.S.  
Bankruptcy Code in the United States.

Home-Link Services Canada's business operations and ownership
are separate and distinct from that of its licensee and are not
expected to be impacted by this announcement.

Home-Link Services Canada's software license provides for an
exclusive, non-transferable and non-assignable license to the
CARE proprietary software and any upgrades in Canada. The
software license also requires that the source code be escrowed
with a third party escrow agent to be released to Home-Link
Services Canada in the event that the licensor is unable to
continue to do business in the ordinary course. If the licensor
is unable to continue its business activities, Home-Link
Services Canada will receive an exclusive, royalty-free, non-
revocable license to the software at no cost. Home-Link Services
Canada currently has a copy of the operating system at its
premises.

For more information, please visit http://www.microforum.com
or http://www.home-link.ca

Home-Link Services Canada is a home servicing platform for the
real estate industry, providing assistance in the arranging of
home-related products and services to clients in the move
process and home ownership.



HOME-LINK SERVICES: Case Summary & 24 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Home-Link Services, Inc.
        aka Home-Link
        Four Research Drive
        One Reservoir Corporate Center
        Suite 201
        Shelton, Connecticut 06484

Bankruptcy Case No.: 02-35697

Type of Business: U.S. Licensor of Microforum Inc.'s CARE II
                  software.

Chapter 11 Petition Date: November 11, 2002

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtors' Counsel: James Berman, Esq.
                  Zeisler & Zeisler, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: 203-368-4234

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 24 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Cummings & Lockwood                                    $71,539

AT&T                                                   $50,508

Realty Corp.                                           $53,600

Cryo-Lake Realtors                                     $57,129

Baird & Warner                                         $42,666

Allan Tate Company, Inc.                               $45,333

Sibey Cline, Inc.                                      $45,333

Prudential Northwest Properties                        $40,000

First Team Real Estate                                 $37,333

Fonville Morisey Realty, Inc.                          $37,333

Patterson Schwartz & Associates                        $32,800

Prudential Gardner                                     $31,999

Lyons Associates, Realtors                             $30,666

American Express                                       $27,994

Reservoir Corporate Group                              $27,052

Shorewest Realtors                                     $27,666

Qwest Business Services                                $26,384

Pricewaterhousecoopers LLP                             $26,500

Critical Edge Group                                    $25,276

Anthem Blue Cross/Blue Shield                          $25,927

National Relocation & Real Est                         $23,250

WE Progress Drive, LLC                                 $23,898

Royal LaPage Real Estate Services                      $20,000

Ruhl & Ruhl Realtors, Inc.                             $20,000

  
HORIZON NATURAL: Taps Donlin Recano as Claims and Noticing Agent
----------------------------------------------------------------
Horizon Natural Resources Company and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the Eastern District of Kentucky to employ Donlin, Recano &
Company, Inc., as claims and noticing agent in their chapter 11
cases.

The large number of creditors and other parties in interest
involved in the Debtors' chapter 11 cases may impose
administrative and other burdens upon the Court and the Office
of the Clerk of the Court.  To relieve the Court and the Clerk's
Office of these burdens, the Debtors want to engage Donlin
Recano as a claims processing and noticing agent in these
chapter 11 cases.

The Debtors expect Donlin Recano to:

  (a) prepare and serve, as required, notices in these chapter
      11 cases, including:

        i) notices of filing and section 341 meeting;
     
       ii) notices of the claims bar date;

      iii) notices of objections to claims;

       iv) notices of any hearings on any disclosure statement
           and confirmation of a plan of reorganization; and

        v) other miscellaneous notices to any entities, as the
           Debtors or the Court may deem necessary or
           appropriate for the orderly administration of these
           chapter 11 cases;

  (b) after the mailing of a particular notice, file with the
      Clerk's Office a certificate or affidavit of service that
      includes a copy of the notice involved, an alphabetical
      list of persons to whom the notice was mailed and the date
      and manner of mailing;

  (c) maintain copies of all proofs of claim and proofs of
      interest filed;

  (d) maintain, if required, an official claims register,
      including, among other things, the following information
      for each proof of claim or proof of interest:

        i) the name and address of the claimant and any agent
           thereof, if the proof of claim or proof of interest
           was filed by an agent;

       ii) the date received;

      iii) the claim number assigned; and
       
       iv) the asserted amount and classification of the claim;

  (e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

  (f) transmit to the Clerk's Office a copy of the claims
      registers as required by the Clerk's Office or requested
      by any of the Debtors;

  (g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which
      list shall be available upon request of a party-in-
      interest or the Clerk's Office;

  (h) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

  (i) record all transfers of claims pursuant to Bankruptcy Rule   
      3001(e) and provide notice of such transfers as required
      by Bankruptcy Rule 3001(e);

  (j) comply with applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders and
      other requirements;

  (k) provide temporary employees to process claims, as
      necessary; and

  (l) promptly comply with such further conditions and
      requirements as

        i) the Clerk's Office or the Court may at any time
           prescribe; or
       ii) any of the Debtors may request.

The Debtors will pay Donlin Recano's hourly rates ranging from
$65 per hour to $210 per hour for professional services.

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.


IMAGEMAX INC: Sept. 30 Working Capital Deficit Reaches $3.5 Mil.
----------------------------------------------------------------
ImageMax, Inc., is a single-source provider of outsourced
document management solutions to companies located throughout
the United States and concentrated primarily in the health care,
financial services, engineering and legal services industries.
The Company's services include electronic (digital)
and micrographic media conversion, data entry and indexing,
Internet retrieval and hosting services, document storage
(including Internet "web-enabled" document storage and
retrieval) and system integration. The Company also sells and
supports document management equipment and proprietary as well
as third party open architecture imaging and indexing software.
The Company has one reportable segment.

For the three months ended September 30, 2002, net income
amounted to $16,000 compared to a net loss of $580,000 for the
three months ended September 30, 2001.

For the three months ended September 30, 2002, total revenues
increased $0.1 million, or 1.2%, as compared to the
corresponding period in 2001. This was primarily due to a
services revenue increase of 1.9%. For the three months ended
September 30, 2002, services revenue and products revenue,
respectively, comprised 84.8% and 15.2% of total revenues, as
compared to 84.3% and 15.7% in the corresponding period in 2001.

In services revenue, legal conversion services, litigation
coding and electronic data discovery were the primary drivers of
the third quarter increase. In addition, ImageMaxOnline, the
Company's internet document repository, reported a modest
increase in the quarter. Products revenue was flat versus 2001;
however, the mix was favorable as higher margin software
products were the larger component of revenue in the quarter.

For the nine months ended September 30, 2002, net loss amounted
to $14.9 million compared to a net loss of $1.1 million for the
nine months ended September 30, 2001. In addition, for the nine
months ended September 30, 2002, income before cumulative effect
of accounting change amounted to $171,000 before the Company
recorded an impairment charge of $15.1 million due to the
implementation of SFAS 142 during the nine months ended
September 30, 2002.

For the nine months ended September 30, 2002, total revenues
decreased $4.1 million, or 11.3%, as compared to the
corresponding period in 2001. This was due to a product revenue
decrease of 22.4% and a service revenue decrease of 9.0%. For
the nine months ended September 30, 2002, service revenue and
product revenue, respectively, comprised 85.1% and 14.9% of
total revenues, as compared to 83.0% and 17.0% in the
corresponding period in 2001.

The decline in total revenue was due primarily to lower
micrographics conversion services and equipment and supplies
sales as the Company continues its transition to higher margin
services and products. Overall, the Company's revenue mix
continues to improve with digital conversion services, legal
services, ImageMaxOnline, and software and systems sales
increasing as a percentage of total revenue.

As of September 30, 2002, the Company had cash and cash
equivalents of $0.2 million and a working capital deficit of
$3.5 million. The working capital deficit includes the
outstanding balance of the Revolving Credit Line of $4.7 million
which is due June 30, 2003. As of December 31, 2001 the Company
had cash and cash equivalents of $0.1 million and working
capital of $0.6 million. In addition, the Company made $1.5
million in principal payments on the Term Loan for the nine
months ended September 30, 2002. For the nine months ended
September 30, 2002 net cash provided by operating activities
amounted to $1.8 million; net cash used in investing activities
amounted to $0.4 million; and net cash used in financing
activities amounted to $1.3 million.


INTERDENT INC: Funds Insufficient to Pay Debts Beginning April 1
----------------------------------------------------------------
Headquartered in El Segundo, California, InterDent, Inc., was
incorporated on October 13, 1998 as a Delaware corporation to
facilitate the business combination of Gentle Dental Service
Corporation and Dental Care Alliance that occurred in March
1999. Prior to the combination, GDSC and DCA were each publicly
traded dental practice management companies since 1997.

The Company is a provider of dental practice management services
to multi-specialty dental professional corporations and
associations in the United States. The Company provides
management services to affiliated PAs under long-term management
service agreements. Under the MSAs, the Company bills and
collects patient receivables and provides administrative and
management support services. Each PA is responsible for
employing and directing the professional dental staff and
providing all clinical services to the patients. The dentists
employed through the Company's network of affiliated dental
associations provide patients with affordable, comprehensive
dentistry services, which include general dentistry,
endodontics, oral pathology, oral surgery, orthodontics,
pedodontics, periodontics and prosthodontics.

Through May 31, 2001, the Company provided management services
to dental practices in selected markets in Arizona, California,
Florida, Georgia, Hawaii, Idaho, Indiana, Kansas, Maryland,
Michigan, Nevada, Oklahoma, Oregon, Pennsylvania, Virginia and
Washington. Effective May 31, 2001, the Company completed the
stock sale of Dental Care Alliance, Inc., a wholly-owned
subsidiary, and certain other assets in Maryland, Virginia, and
Indiana, for $36.0 million less the assumption of certain debt
and operating liabilities. The net sales proceeds were utilized
to pay down existing borrowings under the credit facility. Also,
the Company has retained an option to repurchase the division at
a future date and entered into an ongoing collaboration
agreement and license agreement to provide the Company's
proprietary software.

The Company experienced losses attributed to common stock of
$5,628 during the nine months ended September 30, 2002 and for
fiscal years 2001 and 2000, $35,080 and $48,712, respectively.
These past significant losses included certain charges for asset
impairments, disposition of DCA and certain other dental
locations, and debt restructuring and debt extinguishments,
which the Company believes are unusual in nature. Although the
Company has experienced significant losses over the last two
years due to these unusual charges, the Company's dental
facilities continue to generate significant positive cash, as
reflected in cash flows from operations of $11,901 for the nine
months ended September 30, 2002 and for fiscal years 2001 and
2000, $19,379 and $9,545, respectively.

In April 2002 the Company negotiated modifications to its credit
agreement, which has an outstanding balance of $80,438 as of
September 30, 2002. These modifications resulted in a permanent
waiver of past covenant violations, reset covenant levels, and
the principal amortization schedule was significantly modified
such that approximately $20,700 of payments was deferred until
April 1, 2003. In exchange for these modifications, the Company
agreed to pay certain fees and expense, in addition to interest
rate increases. Based upon these modifications to the credit
agreement, the Company believes that it will be able to make all
scheduled debt payments through March 31, 2003, and payments due
under its earn-out agreements, along with meeting its other
obligations. However, there are significant installments due
under the credit agreement of $7,214 on April 1 and July 1,
2003, with the remainder due on September 30, 2003. This debt
must be refinanced, modified, or otherwise retired with the
proceeds of other financing or capital transactions, as the cash
flow from operations is insufficient to fund the required debt
payments beginning April 1, 2003. Also, there can be no
assurance that the Company will meet its required payment
obligations as they become due prior to April 1,2003, or that
any such financing will be available or available on terms
acceptable to the Company.

Dental practice net patient service revenue represents the
clinical patient revenues at affiliated dental practices where
the consolidation requirements of EITF 97-2 have been met. There
were 151 such clinical locations at June 30, 2001. InterDent
sold 7 under performing locations in the second half of 2001,
and in 2002 merged several practice locations into other
existing facilities. At September 30, 2002, it currently had 136
such locations under management.

Dental practice net patient service revenue for the three months
ended September 30, was $61.2 million for 2002 compared to $61.3
million for 2001. For those locations affiliated as of January
1, 2001, where the management service agreements meet the EITF
criteria for consolidation, same-store daily dental practice net
patient service revenue for 2002 decreased by approximately 2.1%
when compared to revenue for 2001. While there are still some
under performing locations, the major factor contributing to the
shift from a growth in same-store revenue in previous quarters
to the decline in the third quarter of 2002 is a very poor
economy and high unemployment rate in several of the Company's
markets.

Net management fees consist of revenue earned in the performance
of InterDent's obligations under management service agreements
at affiliated dental practices where the consolidation
requirements of EITF 97-2 are not met. At September 30, 2002,
the Company had 3 such locations under management, representing
one additional location since June 30, 2001. These revenues were
$0.22 million for 2002 and $0.15 million for 2001.

The Company earns certain fees from unconsolidated affiliated
dental practices for various licensing and consulting services.
These revenues were approximately $0.20 million for 2002 and
$0.13 million for 2001.

For the nine months ended September 30, dental practice net
patient service revenue was $188.7 million for 2002 compared to
$201.1 million for 2001, representing a 6.2% decrease. This
revenue decrease is due to the sale of 22 clinical locations.
For those locations affiliated as of January 1, 2001, where the
management service agreements meet the EITF criteria for
consolidation, same-store daily dental practice net patient
service revenue for 2002 increased by approximately 0.3% when
compared to revenue for 2001. While there are still some under
performing locations, the major factor contributing to the
relatively flat same-store revenue for 2002 is a very poor
economy and high unemployment rate in several of our markets.

Net management fees decreased $0.60 million in 2002 as compared
to $19.7 million in 2001, a decrease which is entirely related
to the DCA sale transaction as essentially all of the Company's
management fees revenues were earned by InterDent's DCA
subsidiary that was sold effective May 31, 2001. At September
30, 2002, the Company currently had 3 such locations under
management.

Revenue from fees from unconsolidated affiliated dental
practices were approximately $0.50 million for 2002 and 2001.

Net loss for the three months ended September 30, 2002, was
$1,376, as compared to the net loss of $14,338 for the same
period of 2001.  Net loss for the nine months ended September
30, 2002 was $5,628, as compared to $32,635, the net loss for
the nine months ended September 30, 2001.


INTEGRATED HEALTH: Secures Approval to Sell Vintage Health Care
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained the Court's approval to sell their real property and
improvements of Vintage Health Care Center in Denton, Texas, to
Denton NH Realty Ltd., for $2,000,000, free and clear of all
liens, claims, charges, interests, and encumbrances.  The Court
also approved the transfer to the Purchaser of the Facility
pursuant to a certain Operations Transfer Agreement.

Among the salient provisions of the Purchase Agreement are:

-- Purchase Price: Denton Realty will pay to the Debtors
   $2,000,000.  Upon the signing of the Purchase Agreement,
   Denton Realty will pay a $50,000 downpayment to the Debtors
   to be held in escrow by Stewart Title Guaranty Company
   pending the Closing;

-- Payment Method: On the Closing Date, Denton Realty will pay
   the Debtors the total Purchase Price either by Acceptable
   Checks payable to the order of the Debtors, without
   intervening endorsement, or by wire transfer of immediately
   available federal funds to the Debtors' account in a
   commercial bank in accordance with wire transfer instructions
   to be furnished by the Debtors prior to the Closing Date or
   by a combination of both of the aforementioned payment
   methods.

   The Purchaser will purchase the Vintage Real Property in "as
   is" condition, subject to the Permitted Encumbrances.  The
   deed to be delivered by the Debtors at the closing will be a
   deed without warranty.  The Purchaser will accept title
   subject to the rights of the patients and clients of the
   Facility;

-- Liens: The Vintage Real Property will be sold free and clear
   of the Liens;

-- Closing Contingent Upon Closing Under Operations Transfer
   Agreement: The Purchase Agreement provides that if the New
   Operator fails to close under the Operations Transfer
   Agreement due to its willful default or its failure or
   inability to obtain a New Operator License, then this will
   constitute a breach and failure of a condition precedent to
   the closing under the Purchase Agreement and will entitle the
   Debtors to retain the Downpayment as its sole and exclusive
   remedy for the  breach.  If the closing under the Operations
   Transfer Agreement fails to occur for a reason other than as
   set forth, and the Operations Transfer Agreement is
   cancelled, then the Purchase Agreement will be deemed
   cancelled and the Purchaser will be entitled to the return of
   the Downpayment;

-- Closing Contingent Upon Purchaser's Closing Under Third Party
   Purchase Agreement for the "Vintage Retirement Community":
   The Purchase Agreement provides that the Sale is contingent
   on the simultaneous closing of the Purchaser's purchase of
   the condominium unit known as the "Vintage Retirement
   Community" located at 205 North Bonnie Brae, Denton, Texas.  
   If the Purchaser fails to close the purchase for any reason,
   then the event will constitute a breach and failure of a
   condition precedent to the closing under the Purchase
   Agreement and will entitle the Debtors to retain the
   Downpayment as its sole and exclusive remedy for the breach;

-- Closing: The Closing Date will be on the last day of the
   month following the date of entry of the Court's order
   approving the Sale, but in any event no later than December
   2, 2002, time being of the essence with respect to the
   Closing Date; and

-- Real Estate Broker: The parties represent to each other in
   the Purchase Agreement that only the Purchaser utilized a
   real estate broker, and the broker's commission, if any, will
   be payable solely by the Purchaser. (Integrated Health
   Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)   


JUNIPER GENERATION: Unaffected by El Paso's Recent Rating Cut
-------------------------------------------------------------
Standard & Poor's said that the recent downgrade of El Paso
Corp.'s rating to 'BBB' from 'BBB+' would not affect the rating
of Juniper Generation LLC (B+/Stable/--). The bankruptcy risk of
El Paso to Juniper is limited since El Paso's current rating is
stronger than the project's rating and Juniper is structured as
a special purpose entity. El Paso is the indirect owner of
Juniper and the operator and provider of fuel service to most of
the project's facilities.


KAISER: Agree to Fix Jan. 31 Bar Date for Louisiana PI Claimants
----------------------------------------------------------------
Kaiser Aluminum Corporation, its debtor-affiliates, and certain
Louisiana Personal Injury Claimants stipulate that the January
31, 2003 General Claims Bar Date will not apply to the claims
for:

  (a) noise-induced hearing loss sustained as a result of
      employment at a Debtor-owned and operated facility within
      Louisiana; or

  (b) personal or bodily injury or wrongful death due to
      exposure to coal tar pitch volatiles sustained as a result
      of employment at a Debtor-owned and operated facility
      within Louisiana.

The Louisiana Personal Injury Claimants are defendants in an
adversary proceeding initiated by the Debtors.

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

A. The Bar Date for filing the Hearing Loss and Coal Tar
   Exposure Claims will be June 30, 2003;

B. All other requirements regarding the manner and method of
   filing and documenting claims will apply to the Hearing Loss
   and Coal Tar Exposure Claims; and

C. Should the parties reach an agreement relating to the
   handling, method of compensation, and liquidation of the
   Hearing Loss and Coal Tar Exposure Claims in connection with
   any plan or plans of reorganization, the claims addressed by
   that agreement will no longer be subject to the June 30, 2003
   General Bar Date.  This is without prejudice to the Debtors'
   right to later request for the establishment of one or more
   bar dates with respect to the Claims. (Kaiser Bankruptcy
   News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)   


KMART CORP: Urges Court to Approve General Star Settlement Pact
---------------------------------------------------------------
In September 1998, Hurricane Georges struck Puerto Rico, causing
damage to Kmart stores there.  Accordingly, Kmart Corporation
and its debtor-affiliates' insurers sent to the islands an
independent adjustment company and salvage company to assist in
identifying the damages.  After 20 months of investigation, the
Debtors submitted a Proof of Loss to the insurance carriers on
August 17, 2000.  The following year, they submitted a
Supplemental Proof of Loss totaling $11,432,049.  The policies
require the Debtors to pay as a deductible the first $1,000,000
of that amount, making the total claim against the insurers --
$10,432,049.

Subsequently, Mark A. McDermott, Esq., at Skadden, Arps, Slate,
Meagher & Flom, relates that the Debtors' primary insurer,
Lexington, paid its $2,500,000 policy limits shortly after the
hurricane.  However, the excess insurers failed to pay their
share.  Thus, on March 16, 2001, the Debtors initiated an action
before the U.S. District Court in the Eastern District of
Michigan, Southern Division, against General Star Indemnity
Company and the other excess insurers.  The Debtors sought
insurance coverage from the excess insurers for losses, damages,
costs and expenses they incurred as a result of Hurricane
Georges as well as full payment of their claims.  Mr. McDermott
tells the Court that, the day before, General Star also filed an
action before the U.S. District Court of Puerto Rico against the
Debtors.

Before the Petition Date, the Debtors settled their claims with
all the excess insurers except General Star, resulting in a
$6,800,000 recovery.

Pursuant to the actions, the Debtors and General Star dispute:

  -- whether and to what extent the Debtors have coverage under
     the policies' for the Hurricane Claims;

  -- the total amount of the Debtors' Hurricane Claims; and

  -- whether various amounts should be included in the Hurricane
     Claims.

The Debtors alleged that General Star owe $3,000,000 in
indemnity obligations.  In turn, General Star sought a
declaration that the full amount of the Debtors' legitimate
property damages had been paid by other insurers and that
actions by certain of the Debtors' employees in Puerto Rico had
resulted in the claims being improperly overstated, thus
relieving General Star of liability under its policies.

Because of the time, expense and uncertainty associated with the
litigation, the Debtors and General Star entered into a
settlement agreement to resolve the dispute.

The salient terms of the parties' settlement agreement are:

  (a) General Star will pay the Debtors $850,000 as settlement;

  (b) the Debtors will release and forever discharge General
      Star of and from any claims, actions or obligations under
      the insurance policy;

  (c) General Star will release and forever discharge the
      Debtors of, from and for any claim, action or liability,
      including any claim for attorney's fees or expenses of
      litigation, arising out of, in connection with or in
      relation to the Actions or the Hurricane Claims;

  (d) General Star will not seek restitution from the Debtors of
      all or any part of the settlement amount, or any other
      amount, through any governmental proceeding brought in
      connection with events related to the Hurricane Claims, or
      General Star's defenses to the Hurricane Claims.

With this settlement, Mr. McDermott notes that the Debtors will
resolve all disputes with all the insurance carriers arising out
of the Hurricane Georges disaster and recover $7,650,000 of the
original $10,400,000 claim.  Accordingly, the Debtors ask Judge
Sonderby to approve the settlement agreement. (Kmart Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

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


LEVI STRAUSS: Inks Pact to Sell $425MM of 12-1/4% Senior Notes
--------------------------------------------------------------
Levi Strauss & Co., has entered into an agreement to sell $425
million of 12-1/4% Senior Notes due 2012 in accordance with a
private placement conducted pursuant to Rule 144A and Regulation
S under the Securities Act of 1933. 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)
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.

As reported in Troubled Company Reporter's Wednesday Edition,
Standard & Poor's assigned its 'BB-' rating to jeans wear
manufacturer Levi Strauss & Co.'s $300 million senior notes due
2012.

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.

Levi Strauss & Co.'s 11.625% bonds due 2008 (LEVI08USR1) are
trading at about 98 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LEVI08USR1
for real-time bond pricing.


LTV: Bank One Asks Court to Modify Proceeds Allocation Order
------------------------------------------------------------
Bank One Trust Company, NA, successor-in-interest to Bank One
Ohio Trust Company NA, takes a different approach to resolve its
discontent over Judge Ross Kendig's allocation and valuation
decision.

Represented by Victoria E. Powers, Esq., Daniel M. Anderson,
Esq., and Eric M. Stoller Esq., at Schottenstein Zox & Dunn Co.,
LPA, in Columbus, Ohio, Bank One asks Judge Kendig to amend his
decision to "separately reflect valuations of the real property
and personal property located at Cleveland West."

Acting as Collateral Trustee, Bank One explains that LTV Steel
granted it liens and security interests on certain plant,
property and equipment under an Open-End Mortgage, Security
Agreement and Fixture Filing dated as of June 29, 1993.  This
grant was to secure a note representing a settlement agreement
with the United Steelworkers of America dated as of September
20, 1992, under which LTV Steel, in its first bankruptcy
proceeding, agreed to pay certain retiree benefits and employer
contributions.

As part of its objection to LTV Steel's Notice of allocation of
the steel sale proceeds, Bank One asked that Judge Bodoh, and
subsequently Judge Kendig, to "designate proceeds as between the
real property Collateral and the personal property Collateral".  
The purpose of this request is to prevent future disputes among
parties secured only by the real property at the Cleveland West
facility -- i.e., the Cuyahoga County Treasurer and the
Collateral Trustee.

One of the consequences of Judge Kendig's opinion and order was
to modify LTV's proposed allocation.  Under that allocation,
which simply allocated zero cash value to Cleveland Works, there
was no need to allocate value between Cleveland West and
Cleveland East, nor between personal and real property.  In his
opinion, Judge Kendig noted that his ruling ascribing positive
value to Cleveland Works would require further sub-allocation.  
This need to allocate results from the fact that Bank One's
liens only encumber the real and personal property at Cleveland
West.  Accordingly, Judge Kendig is required to allocate the
$1,000,000 value that he found between Cleveland West and
Cleveland East.  In his opinion, Judge Kendig concluded that 90%
of the $1,000,000 should be allocated to Cleveland East and the
remaining 10% to Cleveland West.

Although Judge Kendig addressed this allocation flaw in the
Debtor's methodology, Ms. Powers believes that there is a second
flaw previously raised by Bank One but not addressed in Judge
Kendig's opinion.  The value at Cleveland Works must not only be
divided between East and West, but the value at Cleveland West
must also be divided between real and personal property because
the liens of Cuyahoga County are asserted by the County to enjoy
the first priority at Cleveland West, but only with respect to
the real estate.  With respect to the personal property, Bank
One as Collateral Trustee has the first-priority lien at
Cleveland West as the County has no lien on personal property.

Therefore, as the Order now stands, it does not allocate
complete relief among the parties-in-interest with respect to
the allocation of proceeds at Cleveland West.  For this reason,
Bank One asks Judge Kendig to amend his Order to allocate the
Cleveland Works proceeds not only between East and West, but
also between the real and personal property at West.

                     USWA Agrees with Bank One

The United Steelworkers of America, AFL-CIO, CLC, represented by
David M. Fusco, Esq., at Schwarzwald & McNair, in Cleveland,
Ohio, supports and joins Bank One's request. (LTV Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


MED DIVERSIFIED: Files for Chapter 11 Relief in E.D. of New York
----------------------------------------------------------------
Med Diversified, Inc., (PINK SHEETS: MDDV) a provider of home
and alternate site health care services, has filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The Company said this action was necessary to
restructure its finances in the wake of the collapse of its
primary financing source, National Century Financial
Enterprises. The petitions, filed in the U.S. Bankruptcy Court
for the Eastern District of New York, also seek bankruptcy
protection for certain subsidiaries of the Company: Chartwell
Diversified Services, Inc., Chartwell Care Givers, Inc.,
Chartwell Community Services, Inc., Resource Pharmacy, Inc. and
Trestle Corporation.

The Company said the filing would enable it to refocus on
operating its businesses and serving its customers while it
develops a plan of reorganization to resolve its debt
liabilities.

"We intend to argue passionately the merits of our complaint
against those parties we believe are responsible for the
financial crises of dozens of health care providers," said
Angeline Cook, director of investor relations for Med
Diversified. "However, we anticipate bankruptcy protection will
allow us to restructure our finances and focus on the operations
of our two primary subsidiaries, Chartwell Diversified Services
and Tender Loving Care Health Care Services. Moving forward, our
employees, partners and, most importantly, our patients, can be
confident we intend to continue delivering services with the
same integrity and quality for which we have always been known
within local markets."

Med Diversified operates companies in various segments within
the health care industry, including pharmacy, home infusion,
multi-media, management, clinical respiratory services, home
medical equipment, home health services and other functions. For
more information, see http://www.meddiversified.com


MED DIVERSIFIED: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Med Diversified, Inc.
             200 Brickstone Square
             Suite 403
             Andover, Massachusetts 01810

Bankruptcy Case No.: 02-88564

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                     Case No.
    ------                                     --------
    Chartwell Diversified Services, Inc.       02-88565
    Chartwell Care Givers, Inc.                02-88568
    Chartwell Community Services, Inc.         02-88570
    Resource Pharmacy, Inc.                    02-88572
    Trestle Corporation                        02-88573

Type of Business: Operates companies in various segments within
                  the health care industry, including pharmacy,
                  home infusion, multi- media, management,
                  clinical respiratory services, home medical
                  equipment, home health services and other
                  functions.

Chapter 11 Petition Date: November 27, 2002

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtors' Counsel: Toni Marie McPhillips, Esq.
                  Duane Morris LLP
                  744 Broad Street
                  Newark, NJ 07102
                  Tel: 973-424-2029
                  Fax : 973-424-2001

Total Assets: $196,323,000 (as of September 30, 2002)

Total Debts: $143,005,000 (as of September 30, 2002)


MEDMIRA: Closes Private Placement & Issues New Stock Options
------------------------------------------------------------
MedMira Inc., (TSX:MIR) closed a private placement financing
involving 9 individual Alberta resident investors. The private
placement investors were issued a total of 575,000 common shares
and additional share purchase warrants (with an exercise price
of $1.50 for a two year period) for every two common shares
purchased. The total number of warrants that were issued to the
9 investors for this private placement is 287,500. TSX Venture
Exchange approval was granted on October 30, 2002 for the
issuance of 600,000 shares, but one investor reduced his
subscription by 25,000 shares resulting in 12,500 fewer warrants
being issued. All securities related to this private placement
will be issued pursuant to capital raising exemptions in
securities laws and multilateral instruments applicable in the
province of Alberta.

MedMira also announces that the Board of Directors has granted a
total of 265,000 options to purchase shares to certain
employees, officers and directors in association with advancing
various corporate objectives at an exercise price of $1.25 per
share for a period of 5 years.

MedMira is a publicly traded, ISO 9001 registered Canadian
medical biotechnology company that develops, manufactures and
markets qualitative, in vitro diagnostic tests for the detection
of antibodies to certain diseases such as HIV in human serum,
plasma or whole blood. MedMira's diagnostic test technology is
designed to provide a quick, portable, safe and cost-effective
alternative to conventional laboratory testing. In addition to
seeking FDA approval for its Rapid HIV Test, MedMira is actively
seeking worldwide approvals for its complete product line.

At April 30, 2002, Medmira's Balance Sheet posted a working
capital deficit of about $846,000 and a total shareholders'
equity deficit of about $8.7 million.


MERRY-GO-ROUND: Melville Claim Settled for $15 Million
------------------------------------------------------
Way back in 1993, Melville Corp., (n/k/a CVS Corp.) sold 487
Chess King stores to Merry-Go-Round Enterprises, Inc.  When
Merry-Go-Round filed for bankruptcy in 1994, Melville was owed
$29.4 million under a note received in connection with the sale
of the Chess King division.  Additionally, at that time,
Melville guaranteed roughly $91 million of Chess King's rental
and lease-related obligations for 423 of the Chess King leases
sold.

Along came Belmont Capital Partners, II, L.P., Fidelity Capital
and Income Fund, Belmont Fund, L.P., and The Copernicus Fund,
L.P. f/k/a Fidelity Copernicus Fund, L.P. (all affiliated with
Fidelity Research and Management Company and DDJ Capital
Management), offering to buy Melville's claim for 86 cents-on-
the-dollar in cash on account of the Note and a promise to
indemnify Melville for 52.5% of any costs incurred under the
lease guarantees during Merry-Go-Round's bankruptcy.  Melville,
as the bankruptcy community knows, accepted the offer.

During the course of Merry-Go-Round's bankruptcy, Melville paid
$20,176,575.88 to Chess King landlords.  The Fidelity Entities,
in turn, filed a claim against Merry-Go-Round for these
payments.

Deborah H. Devan, the Chapter 7 Trustee overseeing Merry-Go-
Round's liquidation before the U.S. Bankruptcy Court for the
District of Maryland, objected to to Fidelity's $20 million
claim.  Cynthia L. Leppert, Esq., at Neuberger, Quinn, Gielen,
Rubin & Gibber, P.A., in Baltimore, asserted that Merry-Go-Round
shouldn't have to pay the lease indemnification claims because
the Estate never got the chance to object.  Ms. Leppert
explained that the original Stock Purchase Agreement with
Melville contains a notice provision that nobody paid attention
to.  Ms. Devan complained that Fidelity never explained why
the payments were reasonable, many landlord settlements appeared
to be high (to the tune of 57% of remaining rent), and therewas
no indication of what standard was applied to measure a
landlord's damages.  For these reasons, Ms. Devan asked Judge
Derby to disallow Fidelity's $20 million lease
indemnification claim.

Judy Mencher, Esq., at DDJ Capital Management, LLC, and the
Fund's counsel, Bruce Zirinsky, Esq., at Cadwalader, Wickersham
& Taft, wasted no time contesting Ms. Devan's objections.  The
Funds contended that the Trustee's argument, based on New York
law, is distinguishable and does not apply here.  Moreover, the
Funds said, as a factual matter, Melville met its notice
obligations through many oral contacts . . . and the Trustee
would have a very hard time verifying that.  The factual
complexity and the space and old applicable law caused Ms. Devan
to doubt her ability to score a hole in one.

Negotiations among the Trustee and the Funds culminated in an
agreement to allow the claim for $15,000,000, allocated among:

      $4,500,000 Belmont Fund, L.P.
       4,500,000 Belmont Capital Partners, II, L.P.
       4,500,000 Fidelity Capital & Income Fund
       1,500,000 The Copernicus Fund, L.P.

In their settlement agreement, the parties exchange mutual
releases relative to the Melville claim.

"The Trustee believes, in the exercise of her business judgment,
after carefully reviewing the facts . . . and the potential
defenses . . . available to the Funds, that the [Settlement] is
in the best interests of the estate,"   Ms. Leppert tells Judge
Derby.  Providing the Court with justification to approve the
settlement, Ms. Lepert points to the Trustee's own experience
and her conclusion that Melville had a clear incentive to
negotiate the best possible settlement with each Chess King
landlord.


METROMEDIA INT'L: Contacts US Justice Department and US SEC
-----------------------------------------------------------
Metromedia International Group, Inc., (AMEX:MMG) the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, today announced that the Company has contacted
the United States Justice Department and the Securities and
Exchange Commission to disclose that certain personnel engaged
in conduct that may have violated foreign and United States
laws, including the Foreign Corrupt Practices Act.

This conduct, which involved certain of the Company's business
ventures in the Commonwealth of Independent States, was the
subject of an investigation by special outside counsel.

The Company has concluded that the transactions were not
material to the Company's historical results of operations or
financial condition, and management currently does not
anticipate any restatement of the Company's past financial
results.

The Company cannot predict with any certainty whether, as a
result of its disclosures, the Justice Department or the SEC
will commence formal civil or criminal investigations. The
Company is not currently in a position to predict the outcome of
any such proceedings, or the extent to which they could
adversely affect the Company's financial condition and results
of operations.

As the Company previously communicated on November 20, 2002, it
had intended to file its Form 10-Q for the quarter ended
September 30, 2002, with the SEC, by November 30, 2002; however,
the certifying officers have not completed their review of the
Form 10-Q. The Company currently anticipates that the filing of
the Form 10-Q will occur upon the certifying officers completion
of their review, which should be complete by no later than
December 31, 2002. Accordingly, representatives from the
American Stock Exchange informed the Company that, due to its
delay in filing its Form 10-Q, trading of the Company's common
stock and preferred stock was halted yesterday prior to the
market opening.

The Company will continue its efforts to restructure its debt
and pursue possible asset sales, while continuing operation of
its business units.

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

                            *   *  *

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

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


MPS GROUP: S&P Cuts Credit Rating to B- over Weak Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MPS Group Inc., a leading provider of IT and
professional staffing services, to double-'B'-minus from double-
'B' due to poor operating performance and increased business
risk resulting from the prolonged IT staffing downturn.

Jacksonville, Florida-based MPS Group operates more than 200
offices mainly located in the U.S. and the UK.  Total debt as of
October 31, 2002, was $25 million. The outlook is stable.

"The ratings on MPS Group reflect its competitive position in
the highly cyclical IT and professional services staffing
industries, and poor operating performance, offset by a moderate
capital structure," said Standard & Poor's credit analyst Hal
Diamond.

Revenues decreased 29%, while EBITDA fell 47% in the nine months
ended Sept. 30, 2002, as the company's three main segments (IT,
Internet consulting, and professional staffing services) were
negatively affected by the weak economy and employment
environment.

Mr. Diamond added, "The company is largely dependent on its IT
business, which is being more severely affected than traditional
staffing activities. The IT division, accounting for about half
of the company's revenue, has experienced a sharp decline in
profitability. Standard & Poor's expects that the recovery of IT
staffing will lag the economic recovery."

The professional staffing division is comprised of five
operating units, though the finance and engineering segments
account for the bulk of revenues. Performance deterioration has
been less severe than the IT division, reflecting the unit's
business diversity.

Standard & Poor's expects that the company will be able to
satisfactorily refinance its revolving credit facility expiring
in October 2003, though the terms and conditions may not as
favorable as those in the current agreement.

The company's moderate capital structure should enable it to
weather continued weak IT staffing industry conditions, provided
it exercises restraint in acquisitions and share repurchases.


NAPSTER: Chapter 11 Trustee Signs-Up Susan Watson as Accountant
---------------------------------------------------------------
Hobart G. Trusdell, the Chapter 11 trustee for the chapter 11
cases involving Napster, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for authority to retain Susan
Watson as his Accounting Professional, nunc pro tunc to October
2, 2002.

The Trustee based his selection on Ms. Watson's experience in
complex bankruptcy matters as an employee of the firm of Walker,
Truesdell, Radick & Associates, Inc. as well as her work with
other firms prior to joining Walker Truesdell.

Ms. Watson will:

     a) oversee the equipment auction process;

     b) facilitate the due diligence process undertaken by
        prospective purchasers of the Debtors' assets;

     c) assist in the orderly shutdown of the Debtors'
        facilities;

     d) maintain the Debtors' books and records;

     e) provide for the maintenance and safekeeping of the
        Debtors' assets;

     f) monitor and record expenses of the Debtors;

     g) complete all tax and court financial reports;

     h) assist in the formulation of a Plan of Liquidation;

     i) coordinate the resolution of all claims in the chapter
        11 cases; and

     j) assist in the preparation of motions and other filings
        with this Court.

The Trustee agreed that the estates will pay Ms. Watson on an
hourly basis.  Ms. Watson, as en employee of Walker Truesdell,
currently charges $275 per hour.

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


NATIONAL CENTURY: Taps Jones Day to Prosecute Chapter 11 Case
-------------------------------------------------------------
Jones, Day, Reavis & Pogue is one of the largest law firms in
the United States, with a national and international practice.  
Jones has experience in virtually all aspects of the law that
may arise in these Chapter 11 cases.  Jones Day's Business and
Reorganization Practice Area consists of 60 attorneys practicing
nationwide, including six currently practicing in Columbus,
Ohio; and have played significant roles in many of the largest
and most complex bankruptcy cases.

Accordingly, National Century Financial Enterprises, Inc., and
its debtor-affiliates seek the Court's authority to employ
Jones Day as counsel in their Chapter 11 cases.

Sherry L. Gibson, the Debtors' Executive Vice President of
System Analysis, discloses that since May 2002, Jones Day has
represented the Debtors in certain discrete litigation matters
and was retained by the Debtors as restructuring counsel.  In
the short period of time since its retention as restructuring
counsel, Jones Day has gained familiarity with the Debtors'
business and financial affairs.  Jones Day has provided a wide
array of services to the Debtors in connection with their
restructuring efforts, including:

  -- the Debtors' prepetition restructuring negotiations with
     their primary constituencies;

  -- prepetition litigation involving the Debtors' relationships
     with their providers; and

  -- preparations for the commencement of these Chapter 11
     cases.

Throughout the course of these Chapter 11 cases, Jones Day is
expected to:

  (a) advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession continuing to operate
      and manage their businesses and properties under
      Chapter 11;

  (b) prepare on the Debtors' behalf all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules and other documents and
      review all financial and other reports to be filed;

  (c) advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served;

  (d) advise the Debtors and assist in negotiations and
      documentation of financing or cash collateral agreements
      and related transactions;

  (e) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of the liens;

  (f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

  (g) counsel the Debtors in connection with the formulation,
      negotiation and promulgation of a Plan of Reorganization
      and related documents;

  (h) advise and assist the Debtors in connection with any
      potential property dispositions;

  (i) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections
      and lease restructuring and re-characterizations;

  (j) assist the Debtors in reviewing, estimating and resolving
      claims asserted against the Debtors' estates;

  (k) commence and conduct any and all litigation necessary to
      assert rights held by the Debtors, protect the Debtors'
      Chapter 11 assets or further the goal of completing the
      Debtors' successful reorganization;

  (l) provide corporate governance, employee benefits,
      litigation, tax and other general non-bankruptcy services
      for the Debtors, to the extent requested by the Debtors;
      and

  (m) perform all other necessary or appropriate legal services
      in connection with the Debtors' bankruptcy cases.

Ms. Gibson explains that the Debtors require knowledgeable
counsel to render these professional services and Jones Day has
the substantial expertise in all of these areas.

Pursuant to the terms and conditions of an Engagement Letter
entered into by the parties, Jones Day intends to:

  -- charge for its legal services on an hourly basis in
     accordance with its ordinary and customary hourly rates in
     effect on the date services are rendered; and

  -- seek reimbursement of actual and necessary out-of-pocket
     expenses.

The hourly rates charged by Jones Day professionals differ based
on the professional's level of experience and the rate normally
charged in the location of the office where the professional is
resident.

On June 14, 2002, the Debtors provided a $25,000 retainer to
Jones Day in connection with their representation in litigation
matters.  The Debtors provided Jones Day an Initial
Restructuring Retainer of $250,000 on November 8, 2002 for
services rendered or to be rendered and for reimbursement of
expenses.  Moreover, Ms. Gibson informs the Court, the Debtors
paid $1,450,000 to Jones Day on November 15, 2002, which were
for estimated prepetition incurred but unreported fees and
expenses.

Jones Day has no connection with the Debtors, their creditors,
the United States Trustee or any other party with an actual or
potential interest in these Chapter 11 cases except:

  -- Prior to the Petition Date, Jones Day performed legal
     services for the Debtors, yet the Debtors do not owe Jones
     Day any amount for services performed prepetition;

  -- Jones Day performed certain legal services for Healthcare
     Capital, prepetition, which has been dismissed, but will
     no longer undertake any further representations of
     Healthcare Capital while representing the Debtors;

  -- Jones Day was approached prepetition by Lance K. Poulsen,
     Donald Ayers and James Dierker, as the Debtors' officers
     in certain litigation matters, which Jones Day withdrew;

  -- Jones Day currently represents Well Fargo Bank, N.A., one
     of the Debtors' Noteholders, in its capacity as indenture
     trustee in the bankruptcy case of a third party currently
     pending in the United States Bankruptcy Court for the
     District of Maryland, but will not represent either party
     in matters which are directly adverse;

  -- Jones Day previously represented Allegiant Physicians
     Services, Inc., where three of the Debtors were creditors
     in Allegiant's Chapter 11 case, but has since closed;

  -- Jones Day currently represents Chase Manhattan Bank, now
     known as JP Morgan Chase & Co., but will not represent it
     in matters relating to the Debtors;

  -- Jones Day formerly represented Bank One, N.A., but will not
     represent Bank One in matters relating to the Debtors;

  -- Jones Day currently or formerly represented the Debtors'
     major Noteholders or parties that may be directly or
     indirectly affiliated with the Noteholders but will not
     represent these entities in matters relating to the
     Debtors;

  -- Jones Day has worked with the Debtors' other professionals;
     and

  -- Jones Day represents entities that may be creditors in
     these bankruptcy cases, are major business affiliations of
     the officers and directors of the Debtors and their non-
     Debtor affiliates, or may be affiliated with creditors or
     other parties-in-interest in these cases.

Paul Harner, Esq., a partner at Jones Day Reavis & Pogue,
relates that despite the firm's efforts to identify and disclose
its connections with the parties-in-interest in these cases, it
is unable to state with certainty that every client
representation or other connection has been disclosed because
Jones Day is an international firm with more than 1,800
attorneys in 26 offices and the Debtors are a large enterprise
with thousands of creditors and other relationships.

The Debtors believe that Jones Day is a "disinterested person"
as defined in Section 101(4) of the Bankruptcy Code and as
required by Section 327(a) of the Bankruptcy Code. (National
Century Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONSRENT: Has Until Feb. 17 to Make Lease-Related Decisions
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained third
extension of the lease decision period with respect to their
unexpired leases of non-residential real property. The Debtors
have until February 17, 2003, to determine whether to assume,
assume and assign, or reject these unexpired leases.
(NationsRent Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NETIA HOLDINGS: Signs Subscription Pact With ING Bank Slaski SA
---------------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), today announced that Netia has
entered into an agreement with ING Bank Slaski S.A., with regard
to subscription of up to 317,682,740 of Netia's series H shares
to be issued in connection with Netia's ongoing restructuring.

Under the agreement, the issue price for the Shares shall be
paid by ING BSK by means of a contractual set-off of Netia's
liabilities previously acquired by ING BSK from Netia's
creditors. ING BSK shall not incur any expenses or extend any
guarantees in connection with the agreement. ING BSK shall only
place a subscription order for such number of Shares as will
correspond to the value of the liabilities. Immediately after
the Shares have been allocated, ING BSK shall transfer the
rights to the Shares or the Shares to Netia's creditors.

The implementation of the agreement is contingent on obtaining
the permits required by law.

Netia Holdings BV's 13.75% bonds due 2010 (NETH10NLN1),
DebtTraders says, are trading at 16 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH10NLN1
for real-time bond pricing.


NEXTCARD: Creditors' Meeting to Convene on December 20, 2002
------------------------------------------------------------
The United States Trustee will convene a meeting of NextCard,
Inc.'s creditors on December 20, 2002, at 10:00 a.m., at the
J. Caleb Boggs Federal Building, 2nd Floor, Room 2112.  This
is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

NextCard, Inc., was founded to operate an internet credit card
business. The Debtor's business was to use the Internet as a
distribution channel for credit card marketing and to issue
credit cards and extend customer credit through NextBank, a bank
that was a wholly-owned subsidiary.  The Company filed for
chapter 11 petition on November 14, 2002.  Brendan Linehan
Shannon, Esq., at Young, Conaway, Stargatt & Taylor and Kathryn
A. Coleman, Esq., at Gibson, Dunn & Cruther LLP represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $18,000,000 in total
assets and $5,000,000 in total debts.


OAKWOOD HOMES: Seeks Nod to Obtain $80-Million DIP Facility
-----------------------------------------------------------
Oakwood Homes Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to use approve a
postpetiton financing arrangement and allow the Company to
continue using their Lender's cash collateral.

Specifically, the Debtors ask authority to obtain Postpetition
Financing from Foothill Capital Corporation, up to $80,000,000.  
The Debtors are also asking for an interim postpetition
financing of up to $25 million, pending a final hearing on the
company's Motion to borrow new money.

In addition to Foothill Capital, the Debtors are working with
two additional parties to obtain the balance of funds they
require to operate, one of which is Greenwich Capital
Corporation.  The Debtors expect Greenwich Capital to provide
the interim DIP Facility of up to $15 million.  Moreover, the
Debtors ask the Court to allow them to use Cash Collateral,
which is any and all remaining availability under the
Prepetition Facility.

The Debtors disclose that they have insufficient cash to meet
ongoing obligations necessary to allow them to operate their
business while they implement their financial and operational
restructuring.  Without the use of Cash Collateral, the Foothill
DIP Facility, and additional financing, the Debtors cannot
purchase the components and finance the services that they need
to maintain their business operations nor pay wages, salaries
and rents.

The Debtors were unable to locate a lender that would fund the
Debtors postpetition operations on terms as good as or better
than the terms offered by the Lenders.  The Debtors believe that
Foothill Dip Facility and the use of Cash Collateral is integral
to the their ability to allow them to operate and reorganize.  
Absent such financing, the Debtors would have little or no
working capital, even in an interim basis, with which to meet
their ongoing obligations.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the U.S.  The Debtors filed for chapter 11
protection on November 15, 2002. Michael G. Busenkell, Esq., at
Morris, Nichols, Arsht & Tunnell represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $842,085,000 in total assets and
$705,441,000 in total debts.


OWENS CORNING: Seeks OK to Exercise Medina Lease Purchase Option
----------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Owens Corning, its debtor-
affiliates, and Medina 1997 Leasing Trust are parties to an
Equipment Leasing Agreement dated September 30, 1997 with
respect to certain personal property.  To resolve certain issues
with respect to the Agreement during these Chapter 11
proceedings, the Debtors and Medina entered into a standstill
agreement, which was signed on May 30, 2001 and amended on
October 26, 2001.

Pursuant to the Standstill Agreement, the Debtors and Medina
agreed on an interim business solution under which the Debtors
made periodic payments to Medina equal to:

    -- 65% of the regular quarterly payment due under the 1997
       Agreement for payments due January 2, 2001, April 2, 2001
       and July 2, 2001; and

    -- 80% of the regular quarterly payment due under the 1997
       Agreement for payments due October 2, 2001, January 2,
       2002, April 2, 2002 and July 2, 2002.

In contemplation of a final settlement and this Motion, the
Debtors paid an amount equal to 100% of the regular quarterly
payment due to Medina under the Agreement on October 2, 2002.

Section 28(b) of the Agreement provides that at the end of the
Renewal Term, the Debtors have the right to purchase the
Personal Property at a pre-determined calculated price of
$7,813,162, an amount predicated on full quarterly payments.

By this motion, the Debtors seek the Court's authority to
exercise the purchase option pursuant to these terms:

  A. In exercise of the Purchase Option, the Debtors will pay to
     Medina $8,942,504, which is comprised of:

     -- a negotiated, discounted buy-out amount equal to
        $7,422,504 for the Property; and

     -- $1,520,000, on account of the remaining portion of the
        regular quarterly payments due under the Agreement.

     The payment of the Purchase Amount is in full and final
     satisfaction of any and all claims that Medina may have
     against the Debtors with respect to the Agreement;

  B. Medina waives any and all fees and costs due under the
     Agreement;

  C. After payment by the Debtors of the Purchase Amount, Medina
     will, within three business days, transfer title to the
     Personal Property, free and clear of liens, to the Debtors
     and will deliver to the Debtors bills of sale with respect
     to the Personal Property; and

  D. The proof of claim previously filed by Medina on April 9,
     2002, will be deemed withdrawn and Medina will file the
     appropriate proof of claim withdrawal within three business
     days of the payment by the Debtors of the Purchase Amount.
     (Owens Corning Bankruptcy News, Issue No. 41; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: CPUC & Panel Asks Court to Bar SCE Pact as Exhibit
---------------------------------------------------------------
The California Public Utilities Commission and the Official
Committee of Unsecured Creditors jointly ask Judge Montali to
preclude Pacific Gas and Electric Company from presenting as
evidence during the Confirmation Trial any settlement
discussions, efforts, communications or outcomes between CPUC
and the Southern California Edison.

PG&E has made clear its intention to rely on the nature and
amount of CPUC's settlement with SCE in order to argue that the
settlement of the Rate Recovery Litigation under the Joint Plan
is not fair and equitable pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedures.  The CPUC and the Committee
contend that this reliance on the SCE settlement violates Rule
408 of the Federal Rules of Evidence.

PG&E alleged that the settlement amount contemplated by the
Joint Plan is insufficient when compared to the SCE settlement
amount. Because CPUC's settlement with SCE was "at least 90
cents-to-100 cents on the dollar -- and possibly more -- of its
recovered costs," PG&E stated that any settlement of the Rate
Recovery Litigation for an amount less than that would be
unfair.

Roberta A. Kaplan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, avers that PG&E's attempt to introduce an evidence of
the nature or amount of the settlement between SCE and CPUC is
flatly prohibited by the language of Rule 408 because the SCE
litigation was a case involving different facts, different
issues, and different demands for recovery.

In Southern California Edison v. Lynch, et al., SCE sued CPUC in
the federal district court seeking injunctive and declaratory
relief.  Ultimately, CPUC and SCE settled that dispute.  In
PG&E's case, CPUC and the Creditors' Committee's Joint Plan of
Reorganization contemplates the settlement of a different
lawsuit brought by PG&E against CPUC currently pending before
Judge Walker.

Rule 408 of the Federal Rules of Evidence expressly bars
reliance on settlement offers to prove either liability or
damages.  The Rule provides that:

      "Evidence of (1) furnishing or offering or promising to
      furnish, or (2) accepting or offering or promising to
      accept, a valuable consideration in compromising or
      attempting to compromise a claim which was disputed as to
      either validity or amount, is not admissible to prove
      liability for or invalidity of the claim or its
      amount...."

Ms. Kaplan asserts that the PG&E's reliance on the SCE
Settlement not only violates the express language of Rule 408,
but the policy considerations behind the rule as well.  Ms.
Kaplan says the Ninth Circuit have made clear -- Rule 408
excludes settlement material offered to prove liability or the
appropriate amount of damages for two reasons:

  (a) the evidence is irrelevant as being motivated by a desire
      for peace, rather than from a concession of the merits of
      the claim; and

  (b) Rule 408 is intended to protect the settlement process and
      aims to promote the public policy favoring the compromise
      and settlement of disputes.

The SCE litigation involved billions of dollars and addressed
issues of monumental importance to California and its citizens
-- including rate levels paid by citizens, the threat of
prolonged blackouts, etc.

"But that is not all.  Only months ago, in the Rate Recovery
Litigation itself, PG&E requested that Judge Walker take
judicial notice of the stipulated judgment and settlement
agreement in connection with the Edison settlement.  The
Commission responded by objecting pursuant to Rule 408," Ms
Kaplan recounts. According to Ms. Kaplan, by order dated July
25, 2002, Judge Walker decreed that PG&E's reliance on the SCE
settlement was barred by Rule 408 "because settlements may be
motivated by a variety of factors unrelated to liability."  
Judge Walker ruled that the documents relating to the SCE
settlement are not relevant to the Rate Recovery Litigation and
refused to take the SCE settlement as evidence. (Pacific Gas
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


PENN NATIONAL: Says Has Ample Cash to Meet Debt Obligations
-----------------------------------------------------------
Penn National Gaming Inc., is a leading regional gaming company
owning and operating facilities located in Charles Town, West
Virginia, Baton Rouge, Louisiana, Bay St. Louis and Biloxi,
Mississippi, Black Hawk, Colorado and Orillia, Ontario. In
addition, the Company operates Penn National Race Course,
located outside of Harrisburg, Pennsylvania, one of only two
thoroughbred racetracks in Pennsylvania, and Pocono Downs,
located outside of Wilkes-Barre, Pennsylvania, one of only two
harness racetracks in Pennsylvania. It also operates eleven off-
track wagering facilities in Pennsylvania and holds a 50%
interest in Pennwood Racing, Inc., a joint venture that owns and
operates Freehold Raceway in New Jersey.

Revenues for the three months ended September 30, 2002 increased
by $30.4 million, or 21.0%, to $175.4 million in 2002 from
$145.0 million in 2001. Revenues increased at the Charles Town
Entertainment Complex by $15.3 million, or 28.2%, to $69.5
million in 2002 from $54.2 million in 2001. Revenues increased
at the Casino Magic Bay St. Louis and Boomtown Biloxi properties
by $3.6 million, or 9.1%, to $43.3 million in 2002 from $39.7
million in 2001. Revenues increased at the Casino Rouge and the
Casino Rama management contract by $3.3 million, or 12.5%, to
$29.7 million in 2002 from $26.4 million in 2001. Revenues at
Bullwhackers, which was acquired on April 25, 2002, accounted
for $7.1 million of the increase. Revenues increased at the
Pennsylvania racetracks and OTWs by approximately $1.1 million
due to an increase in wagering.

Operating expenses for the three months ended September 30, 2002
increased by $24.5 million, or 21.6%, to $137.7 million in 2002
from $113.2 million in 2001. Operating expenses increased at the
Charles Town Entertainment Complex by $11.0 million, or 27.6%,
to $50.9 million in 2002 from $39.9 million in 2001. Operating
expenses increased at Casino Magic Bay St. Louis and Boomtown
Biloxi by $3.2 million, or 10.2%, to $34.7 million in 2002 from
$31.5 million in 2001. Operating expenses increased at Casino
Rouge and the Casino Rama management contract by $1.9 million,
or 10.7%, to $19.7 million in 2002 from $17.8 million in 2001.
Operating expenses at Bullwhackers, which was acquired on April
25, 2002, accounted for $6.5 million of the increase. Operating
expenses at the Pennsylvania racetracks and OTWs increased by
$1.8 million, or 8.4%, to $23.3 million in 2002 from $21.5
million in 2001. Corporate overhead increased by $.2 million, or
6.5%, to $3.3 million in 2002 from $3.1 million in 2001.

Revenues for the nine months ended September 30, 2002 increased
by $112.4 million, or 29.5%, to $494.0 million in 2002 from
$381.6 million in 2001. Revenues increased at the Charles Town
Entertainment Complex by $44.2 million, or 30.8%, to $187.5
million in 2002 from $143.3 million in 2001. Revenues increased
at the Casino Magic Bay St. Louis and Boomtown Biloxi properties
by $9.0 million, or 7.5%, to $128.5 million in 2002 from $119.5
million in 2001. The Casino Rouge and the Casino Rama management
contract, which were acquired on April 27, 2001, accounted for
$42.7 million of the increase. Revenues at Bullwhackers, which
was acquired on April 25, 2002, accounted for $12.4 million of
the increase. Revenues increased at the Pennsylvania racetracks
and OTWs by approximately $4.4 million due to an increase in
wagering.

Operating expenses for the nine months ended September 30, 2002
increased by $89.0 million, or 30.0%, to $388.0 million in 2002
from $299.0 million in 2001. Operating expenses increased at the
Charles Town Entertainment Complex by $33.6 million, or 32.2%,
to $137.9 million in 2002 from $104.3 million in 2001. Operating
expenses increased at Casino Magic Bay St. Louis and Boomtown
Biloxi by $8.2 million, or 8.7%, to $102.1 million in 2002 from
$93.9 million in 2001. The Casino Rouge and the Casino Rama
management contract, which were acquired on April 27, 2001,
accounted for $28.7 million of the increase.  Operating expenses
at Bullwhackers, which was acquired on April 25, 2002, accounted
for $10.8 million of the increase. Operating expenses at the
Pennsylvania racetracks and OTWs increased by $5.1 million.
Corporate overhead increased by $2.8 million, or 33.7%, to $11.1
million in 2002 from $8.3 million in 2001.

The Company indicates that based on its current level of
operations, and anticipated revenue growth, it believes that
cash generated from operations and amounts available under its
credit facility will be adequate to meet anticipated debt
service requirements, capital expenditures and working capital
needs for the foreseeable future. There is no assurance,
however, that its business will generate sufficient cash flow
from operations, that its anticipated revenue growth will be
realized, or that future borrowings will be available under its
credit facility or otherwise will be available to enable it to
service its indebtedness, including the credit facility and the
notes, to retire or redeem its outstanding indebtedness when
required or to make anticipated capital expenditures. In
addition, if the Company consummates significant acquisitions in
the future, its cash requirements may increase significantly. It
may need to refinance all or a portion of its debt on or before
maturity. Its future operating performance and its ability to
service or refinance its debt will be subject to future economic
conditions and to financial, business and other factors, many of
which are beyond Penn National Gaming's control.

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

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


PG&E NATIONAL: Lenders to Provide Limited Funding to GenHoldings
----------------------------------------------------------------
PG&E National Energy Group, Inc., announced that a syndicate of
lenders has again agreed to provide limited funding to the
company's subsidiary, GenHoldings I LLC.  This will allow
construction to continue at power plants in Arizona, Michigan
and New York.  PG&E National Energy Group is a wholly owned
subsidiary of PG&E Corporation (NYSE: PCG).

PG&E National Energy Group recently did not repay $431 million
in principal due under its corporate revolving credit facility,
triggering a cross-default under its unsecured senior notes and
various guarantees, including a guarantee to fund equity
commitment obligations under the GenHoldings credit facility.

Notwithstanding the defaults, PG&E National Energy Group
continues to negotiate with key lenders and bondholders to
restructure the company's obligations. Tuesday's agreement is a
transitional step while lenders look at a more permanent
resolution as part of the global restructuring effort.

PG&E National Energy Group guarantees the obligation of its
subsidiary, GenHoldings I LLC, to make equity contributions
under GenHoldings' credit facility to fund construction of the
Harquahala power plant in Tonopah, Ariz., the Covert plant in
Covert, Mich., and the Athens Generating plant in Athens, N.Y.  
This credit facility is secured by these projects in addition to
the Millennium power plant in Charlton, Mass.

In August and September 2002, PG&E National Energy Group funded
approximately $150 million of GenHoldings' equity commitment.  
GenHoldings' remaining equity commitment is $355 million.  In
October 2002, PG&E National Energy Group notified the lenders
under the GenHoldings I LLC credit facility that it did not
intend to make further equity contributions on behalf of
GenHoldings.  Later in the month, the lending syndicate agreed
to fund the October payment, allowing construction to continue.

As of Sept. 30, 2002, construction on Athens was 70 percent
complete; Covert, 61 percent complete; and Harquahala, 69
percent complete.

Headquartered in Bethesda, Md., PG&E National Energy Group
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.


PLAINTREE SYSTEMS: Needs New Funding to Continue Operations
-----------------------------------------------------------
Plaintree Systems Inc., (TSX: LAN; OTC BB: LANPF) announced the
results for the fiscal 2003 second quarter ended September 30,
2002.

Revenue has increased for the second quarter in a row. Revenue
for the second quarter of fiscal 2003 was $583,979 compared to
$218,731 for the second quarter of fiscal 2002. Revenue for the
first quarter in fiscal 2003 was $527,450.

Net income before adjustments was $118,743 for the quarter.
Adjustments made in the quarter included an accrual for notice
liability of $225,336 for the employees laid off during Q4,2002
as well as an inventory write down of $1,485,175 which resulted
in a net loss of $1,591,768 compared to a net loss of $1,288,426
for the prior year's second quarter.

Operating expenses decreased to $406,075 (net of the $225,336
notice of liability accrual) from $1,457,345 for the
corresponding quarter last year and $704,122 for the first
quarter of this fiscal year. This is mainly due to Plaintree's
concentration on sales support and manufacturing resulting in
the layoff of 70% of Plaintree staff on May 31, 2002.

Complete details on the financial results and the management
discussion and analysis for the quarter ended September 30,
2002, are posted on www.sedar.com and/or the company's Web site
at http://www.plaintree.com  

"We are pleased to announce that operationally, Plaintree has
been able to generate positive cash for the first time since
March 2000," said David Watson President and CEO. "This has been
a direct result of the tough decisions we have made over the
last 11 months. The adjustments to income are one-time
occurrences that resulted from our restructuring and upgrades to
our product.

"As reported in our press release of November 6th, even with our
streamlined workforce, Plaintree continues to respond to the
changing demands of the FSO marketplace with a number of new
product developments that have been requested by the
international cellular market," he continued.

As previously reported, in addition to the past financial
support from Targa Group Inc., the Company's largest
shareholder, the Company will require an infusion of additional
capital in order to operate in its present form and develop its
business. To assist the Company to continue to operate, the
Company filed a notice of its intention to make a Proposal to
its Creditors on November 18, 2002.

Plaintree continues to investigate other sources of financing.
However, if the Company is not successful in obtaining the
necessary funding and/or if the Company does not meet its
existing forecast, continuation of the existing business may not
be viable. There can be no assurance that the Company will be
able to raise additional capital.

Ottawa-based, Plaintree -- http://www.plaintree.com-- founded  
in 1988, develops and manufactures the WAVEBRIDGE series of FSO
wireless links using Class 1, eye-safe LED (Light Emitting
Diode) technology. Plaintree is publicly traded in Canada on The
Toronto Stock Exchange and in the U.S. on the OTC:Bulletin
Board, with 90,221,634 shares outstanding.


POLAROID CORP: Has Until January 31 to Remove Pending Actions
-------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates obtained third
extension of their removal period. The U.S. Bankruptcy Court of
Delaware, thus, gave the Debtors, until January 31, 2003, to
determine which of the State Court Actions they will remove to
the Delaware Bankruptcy Court for continued litigation and
resolution. (Polaroid Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


POPI GROUP: Unit Files for Court Protection Under BIA in Canada
---------------------------------------------------------------
POPi Group Inc., (TSX-V: POP) announced that a wholly-owned
subsidiary, POPi Childrenswear Enterprises Inc. has filed a
notice of intention to make a proposal under the Bankruptcy and
Insolvency Act (Canada). Childrenswear is the operating business
of POPi and owns and operates 13 retail stores throughout
Alberta and British Columbia.

Upon filing of the notice, no creditor shall have any remedy
against Childrenswear or its property or shall commence or
continue any action, execution or other proceedings for recovery
of a claim provable in bankruptcy until the filing of a proposal
or the bankruptcy of Childrenswear.

The proposal for debt restructuring is expected to be presented
by Childrenswear in 30 days.


PSC INC: Receives Court Approval of First-Day Motions
-----------------------------------------------------
PSC Inc. (OTCBB: PSCX), a global provider of integrated data
collection solutions and services, announced that the Bankruptcy
Court has approved the Company's first day motions to, among
other things, pay pre-petition general unsecured claims in the
ordinary course of business, in connection with its voluntary
restructuring under Chapter 11, which commenced November 22,
2002.

The court also granted permission for the Company to pay pre-
petition employee wages and salaries, to make contributions to
the 401(k) and other employee benefit plans, and to reimburse
employees for their pre-petition business expenses.

In addition, the court approved use of the Company's existing
cash management system and existing bank accounts, and
authorized on an interim basis the immediate use of up to $20
million in debtor-in-possession financing that provides the
liquidity needed to fund all projected needs during the
restructuring. As part of the restructuring, an affiliate of
private equity firm Littlejohn & Co., L.L.C., the private equity
firm that has acquired all of PSC's senior and subordinated
debt, will provide a debtor-in-possession loan facility of up to
$20.0 million. The final hearing on the DIP agreement has been
set for December 18, 2002.

"This action by the court represents excellent news for our
employees, customers and suppliers," stated PSC President and
CEO Edward J. Borey. "For our employees it means that there will
be no interruption in their wages, salaries and benefits. The
court's permission to pay pre-petition general unsecured claims
in the ordinary course of business means that our trade
creditors will continue to be paid, and as a result, we expect a
steady flow of goods and services to support uninterrupted
manufacturing and customer service."

"That's why we are so confident that it will be business as
usual during our restructuring," Borey added.

PSC filed a voluntary petition for reorganization under Chapter
11 on November 22, 2002 in the U. S. Bankruptcy Court for the
Southern District of New York in Manhattan.

The filing includes the Company's domestic operations. All of
the Company's operations outside the United States -- in the
United Kingdom, France, Germany, Italy, Singapore, Japan, China,
Australia and India -- are excluded from the filing.

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

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


PSC INC: Wants Until February 19 to File Schedules & Statements
---------------------------------------------------------------
PSC Inc., and PSC Scanning, Inc., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the time within
which they are required to file lists of their equity security
holders, schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory
contracts and unexpired leases and statements of financial
affairs.  The Debtors tell the Court that they need until
February 19, 2003, to comply with the financial disclosure
requirements imposed under 11 U.S.C. Sec. 521(1) and Rule 1007
of the Federal Rules of Bankruptcy Procedure.  

The Debtors relate that their transactional history is complex,
includes various acquisitions, financings and restructurings,
and involves a number of arrangements entered into by Debtors on
behalf of various non-debtor subsidiaries.  Consequently,
Debtors will require a significant amount of time to identify
and classify information relevant to Debtors from information
concerning the Debtors' subsidiaries, as the first step toward
preparing an accurate and complete set of Schedules and
Statements.

The Debtors and their professional advisors are in the process
of compiling and reviewing the voluminous amount of information
necessary to complete the Schedules and Statements.  The Debtors
relate that they must compile information from books, records
and documents relating to a multitude of transactions at
numerous locations.  Given the significant burdens already
imposed on Debtors' management and employees by the chapter 11
filings, Debtors tell the Court it's impossible to complete the
work at this time.  

PSC, manufacturer of bar code scanning equipment and portable
data terminals for retail market and supply chain market, filed
for chapter 11 protection on November 22, 2002.  James M. Peck,
Esq., at Schulte Roth & Zabel LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $130,051,000 in total
assets and $159,722,000 in total debts.  The Debtors' Chapter 11
Plan and the accompanying Disclosure Statement are due on March
22, 2003.


RAHWAY HOSPITAL: S&P Affirms BB Rating over Weak Fin'l Position
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB' rating on
the debt of Rahway Hospital, New Jersey, and returned the
outlook to stable from negative.

The rating reflects multiple years of losses that have led to a
weak financial position, and potential future capital needs
which will be hard to address given Rahway's weak liquidity. The
outlook is returned to stable due to Rahway's declining losses
and increased liquidity, which puts the hospital is a better
position to meet its growing capital needs.

Rahway Hospital has posted losses from operations for the last
several years. In response to competitive and financial
pressures, in late 1999 Rahway began a restructuring program
aimed at creating a more efficient, financially viable facility.
However, volume at Rahway has dropped 28% in five years - in
part due to service reductions, but due in part also to a
general decline in admissions in the service area.

Although losses have declined, challenges remain, including
significant use of agency personnel, high length of stay, and
continuing reimbursement pressures.

Liquidity has remained remarkably stable at around $12 million,
which equates to 58 days cash on hand in 2001 and equals about
half of outstanding debt. Approximately $4 million of Rahway's
cash is held outside the obligated group at its affiliates, but
is available for debt service payments and other operational
needs. At Sept. 30, 2002 cash at the hospital had increased to
$14.7 million from $8 million in 2001 while liquidity at the
affiliates was stable at around $4 million. Rahway's
recent capital expenditures have been minimal. However, routine
capital needs as well as Rahway's plan to enlarge its emergency
department at a cost of $5 million may strain the future cash
position if cash flow doesn't improve.


RAYTHEON AEROSPACE: S&P Rates Corp. Credit & Bank Loan at B+/BB-
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Raytheon Aerospace LLC. The outlook is stable.
At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating to the company's $189 million senior secured credit
facility.

Madison, Mississippi-based Raytheon Aerospace provides technical
aviation services to the U.S. military and other government
agencies.

The credit facility consists of a $40 million revolving credit
facility maturing June 2006, $45 million term loan A maturing
June 2006, and $104 million term loan B maturing June 2007. The
facility is being increased a total of $70 million ($15 million
revolver, $55 million term loan B add-on, included in the above
totals), to fund the proposed acquisition of the assets of
Flight International Inc. and Maritime Leasing and Sales. The
most likely default scenario would be an inability to refinance
the credit facility due to deterioration in the company's
financial profile. In such a simulated default scenario,
Standard & Poor's believes that there is a strong likelihood the
proceeds from a distressed enterprise value would be more than
sufficient to repay all outstanding principal of a fully drawn
facility. The valuation is supported by Raytheon Aerospace's
long-term government contracts and stable revenue
base.

Total debt is $230 million pro forma for the acquisition.

"The ratings on Raytheon Aerospace reflect the company's modest,
narrowly focused revenue base but in the stable niche of
providing technical services for non-combat military aircraft
and support for military training," said Standard & Poor's
credit analyst Christopher DeNicolo.

Raytheon Aerospace is likely to benefit from increases in
defense spending, especially the operations and maintenance
portion of the U.S. defense budget, increased outsourcing by the
military, higher operational tempo of U.S. military forces, and
the aging of the U.S. military aircraft fleet.

Raytheon Aerospace has the leading share of the market in which
it participates.


RELIANT RESOURCES: S&P Cuts Corp. Credit Rating to B+ from BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on electricity provider Reliant Resources Inc., and
related entities to 'B+' from 'BB+', pending the refinancing of
holding company debt and credit facilities of $5.9 billion,
including a $1.4 billion synthetic lease. The CreditWatch
listing was revised to developing from negative.

At the same time, Standard & Poor's lowered the corporate credit
ratings of Reliant Energy Mid-Atlantic Power Holdings LLC, Orion
Power Holdings Inc and Reliant Energy Power Generation Benelux
B.V.

Houston, Texas-based Reliant Resources Inc.'s outstanding debt
totaled $7.5 billion, including off-balance sheet debt
equivalents of $1.8 billion as of September 30, 2002.

"While Standard & Poor's continues to believe that Reliant
Resources has a strong likelihood of executing its refinancing
plans, its lack of ability to cite strong commitments from its
banks prior to the maturity of the $2.9 billion bank facility in
February 2003, puts heightened stress on the company's rating,"
said Standard & Poor's credit analyst Cheryl Richer.

The CreditWatch Developing designation means that ratings could
go either up or down, potentially to 'D', if RRI cannot renew at
a minimum, the $2.9 billion facility. RRI does not have
sufficient cash on hand to repay the facilities and thus, is
dependent on its lenders to renegotiate the debt. RRI expects to
pay a higher rate, provide collateral, and be required to
meet greater cash restrictions under the renewed facilities.

However, RRI hopes to gain an extension of the facilities, which
would provide an opportunity to refinance in the capital markets
over time and also pay down debt. If the refinancing is
accomplished, ratings for RRI, REMA, and Orion will be
immediately upgraded to the 'BB' range pending a review of the
terms. Ratings of REPGB could potentially return to 'BBB-';
RRI is pursuing legal procedures to insulate this entity to
permit a higher rating.


RESOURCE AMERICA: S&P Ratchets Sr. Unsec. Debt Rating Down to B-
----------------------------------------------------------------
Standard & Poor's Ratings Service lowered its rating on Resource
America Inc.'s 12% senior notes due 2004 to 'B-' from 'B'
following a review of the company's capital structure and the
likelihood that high levels of secured bank debt would not be
reduced materially in the near-term. The outlook is stable.

Standard & Poor's rating criteria requires a one-notch
difference between the senior unsecured debt rating and the
corporate credit rating when outstanding secured obligations
exceed more than 15% of total assets, which now is the case for
Resource America. If Resource materially reduces reliance on
secured debt on a sustained basis, Resource's senior unsecured
debt issue rating could be raised.

Philadelphia, Pennsylvania-based Resource America is a
proprietary asset management company with interests in
Appalachian natural gas and oil fields, real estate, and
leasing. Of these, the most important is the oil and gas
operations, which contributed roughly 77% of EBITDA for fiscal
year-end 2001.


RG RECEIVABLES: S&P Junks Notes Rating on Restructuring Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
notes issued by RG Receivables Co. Ltd., a special-purpose
entity associated with Varig S.A., to 'CCC+' from 'B-'.

The rating remains on CreditWatch, where it was placed Nov. 29,
2001.

The downgrade stems from significantly increased uncertainty and
risk surrounding the negotiations between Varig's management,
the company's owners, and its creditors over a restructuring of
the airline's onerous debt burden. On Monday, Nov. 25, 2002, the
board of directors and the CEO of Varig announced their
resignations after the controlling shareholder of Varig,
Fundacao Ruben Berta, rejected a plan negotiated with the
airline's creditor group that would have postponed the payment
of certain near-term obligations and given Varig time to
conclude a comprehensive debt restructuring. The breakdown of
negotiations comes amid a continuing deterioration in the
airline's financial condition and reports that relations between
Varig and its creditors, and among the creditors themselves, are
becoming increasingly strained. Of particular concern to
Standard & Poor's is the possibility that certain creditors may
elect to demand immediate repayment of amounts owed by Varig
and/or refuse continued provision of critical supplies, such as
jet fuel, if payment is not immediately forthcoming. Absent
Varig's ability to make these payments, which appears to be in
doubt, such actions could lead the airline to reduce or suspend
operations for a period of time and/or force the company into a
voluntary or involuntary bankruptcy proceeding.

Although RG Receivables investors could emerge unscathed from a
bankruptcy proceeding, Varig's other creditors could seek to
force the inclusion of the RG Receivables notes in any general
restructuring by refusing to agree to a solution to the
airline's financial challenges absent concessions from the
transaction investors. This refusal, coupled with a threat to
force a suspension of the airline's operations, could
conceivably leave the noteholders with little choice but to
negotiate a restructuring of the RG Receivables obligations
along with the company's other debt. While acknowledging this
risk, Standard & Poor's also notes that several creditors also
have significant incentives to keep the airline in operation.
These incentives include the essentiality of the airline's
service to the Brazilian economy, the uncertainty surrounding
the outcome of any bankruptcy proceeding, and the stated
willingness of the Brazilian development bank, Banco Nacional de
Desenvolvimento Economico e Social, to contribute financially to
a viable and constructive resolution of the company's financial
problems.

The CreditWatch placement indicates that the potential for
additional downward movement in the transaction rating is
significant over the next several days or weeks. In Standard &
Poor's view, significant downside risks associated with the
airline's restructuring negotiations, competition on
transaction-critical routes, and near-term performance of the
Brazilian economy currently outweigh certain positive credit
elements such as the robust receivables performance, the
importance of Varig to Brazil's economy, and the prospect that a
successful financial restructuring could place Varig's finances
on a more viable long-term footing. Any developments that appear
to threaten further the airline's ability to continue operating
or could negatively impact the generation of receivables on the
transaction-critical routes would likely lead to additional
downward pressure on the transaction rating. Conversely, if
Varig's new management is able to conclude a viable long-term
financial restructuring of the company and traffic continues to
hold up on the critical routes amid Brazil's challenging
economic environment (or if that environment should improve), a
positive review of the current rating and CreditWatch placement
would become possible.

Standard & Poor's will continue to monitor carefully the
Brazilian economy and all developments involving Varig,
particularly its ongoing financial restructuring efforts.


SAFETY-KLEEN: Files Joint Plan and Disclosure Statement in Del.
---------------------------------------------------------------
Safety-Kleen Corp., has filed with the U.S. Bankruptcy Court in
Wilmington, Delaware, a proposed joint plan of reorganization
and disclosure statement for the Company and the majority of its
subsidiaries.  Safety-Kleen voluntarily filed for Chapter 11
protection on June 9, 2000.

"This is a very important day for Safety-Kleen, its customers
and employees," said Company Chairman, CEO and President Ronald
A. Rittenmeyer. "With this filing, we enter into the final phase
of bankruptcy protection."

"[Wednes]day, Safety-Kleen is investing heavily in its people
and advanced technology, and the Company is poised to emerge
from bankruptcy as a leaner, more competitive company that's
focused exclusively on its core lines of business," Rittenmeyer
said.

The proposed joint plan of reorganization and disclosure
statement is subject to Bankruptcy Court approval and, if
approved, could become effective early in 2003.  Rittenmeyer
noted that the plan could change during the approval process.

A complete copy of Safety-Kleen's Joint Plan of Reorganization,
as filed with the U.S. Bankruptcy Court, is available on-line at
http://www.safety-kleen.com


SPECTRASITE HOLDINGS: Section 341(a) Meeting Convenes on Dec. 3
---------------------------------------------------------------
The United States Trustee will convene a meeting of Spectrasite
Holding Inc.'s creditors on December 13, 2002 at 10:00 a.m., in
the USBA Meeting Room, Room 443, Century Station Bldg, 300
Fayetteville St., Raleigh, North Carolina.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.


SYBRA INC: SDNY Court Confirms Triarc's Plan of Reorganization
--------------------------------------------------------------
Triarc Companies, Inc., (NYSE: TRY) said the United States
Bankruptcy Court for the Southern District of New York has
confirmed Triarc's plan of reorganization pursuant to which
Triarc will acquire Sybra, Inc., the second largest franchisee
of the Arby's(R) brand. The acquisition is expected to close in
the fourth quarter of 2002.

Sybra, Inc., a subsidiary of I.C.H. Corporation, and currently
in Chapter 11, owns and operates 239 Arby's restaurants in nine
states located primarily in Michigan, Texas, Pennsylvania, New
Jersey and Florida.

In return for 100% of the equity of a reorganized Sybra, Triarc
will pay $8 million to ICH's creditors. In addition, Triarc will
make a $14.5 million investment in Sybra and Sybra will remain
exclusively liable for its long-term debt and capital lease
obligations, which aggregated approximately $104 million as of
December 31, 2001. Triarc will also make available to, or obtain
for, Sybra a $5.0 million standby financing facility for each of
three years (up to $15.0 million in the aggregate) to fund any
operating shortfalls of Sybra.

Commenting on the planned acquisition, Nelson Peltz, Triarc's
Chairman and Chief Executive Officer, said: "The Sybra
acquisition represents a unique opportunity to own a group of
highly profitable Arby's restaurants with a bright future. Sybra
also has an excellent operating management team."

Peltz added: "We believe that the acquisition of Sybra
solidifies Triarc's commitment to the Arby's brand and the
Arby's system. We envision the Sybra acquisition as presenting
opportunities to strengthen the Arby's brand. We also believe
that ownership of these restaurants will increase the value of
the Arby's brand and thus enhance Triarc shareholder value."

In February 2002, ICH and its principal subsidiaries, including
Sybra, each voluntarily filed petitions for reorganization under
chapter 11 of the Bankruptcy Code. Sybra has stated that the
purpose of the filings was to separate Sybra's Arby's operations
from certain ongoing ICH liabilities related to ICH's former
ownership of the California-based Lyon's restaurant chain. To
date, the filings appear to have helped preserve Sybra's Arby's
operations, allowing essentially all of Sybra's restaurants to
continue to operate without disruption.

Triarc is a holding company and, through its subsidiaries, is
the franchisor of Arby's(R) restaurants.


TALK CITY INC: Sells Assets to Prospero Technologies
----------------------------------------------------
Prospero Technologies LLC, a leading provider of Web-based
community infrastructure and services, has acquired the assets
of Talk City, Inc. -- a world-recognized consumer Web brand with
over five million registered members. A popular lifestyle and
entertainment-oriented community that entered Chapter 7
bankruptcy proceedings last August, Talk City enables members to
conduct chats with friends and to join online clubs and
discussion groups.

Talk City will be relaunched and operated as a sister service to
Delphi Forums as part of a new venture and majority-owned
subsidiary of Prospero. Delphi Forums --
http://www.delphiforums.com-- is a thriving online community  
with nearly a million new messages posted each week and more
than five million registered members. Talk City and Delphi
together will represent one of the largest member-managed
discussion networks on the Web. While the new subsidiary will
derive revenues from subscriptions, sponsorships and cross-
promotion, Prospero will continue to focus on its profitable
business of providing outsourced community infrastructure and
services to leading Web sites. Talk City and Delphi will use the
full breadth of Prospero's platform and features, including
real-time chat, message boards, tiered membership plans,
moderation and promotional tools.

"We are delighted to announce the acquisition of Talk City,"
said Dan Bruns, President, Prospero Technologies. "This is both
an aggressive move to capture a larger percentage of the market
and a clear indication of our commitment to leveraging the value
of online communities in new ways. The self-managed online
community market is a natural complement to our established base
of business customers who utilize Prospero's advanced community
infrastructure and management tools. The Talk City acquisition
significantly expands our revenue and customer base and gives us
direct access to users who will impact the evolution and testing
of Prospero's platform. This will benefit all of our clients -
from individuals to large companies."

One tangible example of Prospero's services driving new value
from online communities is the growing success of the Delphi
Plus and Delphi Advanced premium membership plans. With over
20,000 members paying for advanced features, Delphi's success
story illustrates how premium membership plans can create
diversified sources of revenue. More importantly, it illustrates
how people who feel personal ownership and affinity for a
service can contribute directly to its success. "The power and
potential of services such as Delphi and Talk City where members
have tools to build their own communities cannot be overstated,"
concludes Bruns.

                   The Prospero Services Suite

Prospero's suite of services are already delivering business
benefits for major Web sites such as Washingtonpost.com, Fox
Entertainment, Ziff-Davis Media, Tribune Interactive,
About.com/Primedia, Elektra Records, BusinessWeek and Major
League Baseball. These services include Select Groups(R),
services that are tailored to match tiered or for-pay membership
plans; Active Content(R), a tool that integrates discussion
areas (forums) with the overall site and Cluster Controls, for
community management. Other Prospero offerings include feature-
rich message boards, hosted live events, end-user
personalization, remote posting, automated e-mails, network
promotions, syndication and private labeling,
internationalization, moderation tools, reporting tools and
user-created forums.

Prospero Technologies Corporation is a well-established
solutions provider, specializing in Web-based customer
interactivity and collaboration technology. Prospero's
enterprise-class solutions include a full suite of interactive
services integrated with customer registration, member
directories, customer profiling, activity tracking, management
controls and reporting. Prospero's community infrastructure
services are currently being provided to approximately 60
customers including Amazon.com, About.com, The Washington Post,
Fox Entertainment, BusinessWeek, US News and World Report, Major
League Baseball's MLB.com, Hot Jobs, Wharton Business School and
Ziff-Davis Media. Prospero can be found on the Web at
http://www.prospero.com/


TELEGLOBE COMMS: Court Fixes Dec. 10 as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs
that creditors of Teleglobe Communications Corporation, and its
debtor-affiliates, must file their proofs of claims against the
Debtors' estates, on or before December 10, 2002, or be forever
barred from asserting their claims.

Proofs of Claim must be received before 5:00 on the General
Claims Bar Date and addressed to:

       Logan & Company, Inc.
       546 Valley Road,
       Upper Montclair, New Jersey 07043
       Attn: Teleglobe Claims Processing Department
         
                      Alternative Bar Dates

Rejection Bar Date

Entities whose claims arise out of Court-approved rejections of
executory contracts or unexpired leases, must file their proofs
before the later of:

      i. the General Bar Date; or

     ii. 30 days after the rejection notice.

Amended Schedule Bar Date   

Affected claims to an Amendment of the Debtors' Schedules must
file their proofs of claims by the later of:

      i. the General Bar Date; or

     ii. 30 days after notice is served on the claimant.

Teleglobe Communications Corporation is a wholly-owned indirect
subsidiary of Teleglobe Inc., a Canadian Corporation. Teleglobe
currently provides services in more than 220 countries via a
fully integrated network of terrestrial, submarine and satellite
capacity. During the calendar year 2001, the Teleglobe Companies
generated consolidated gross revenues of approximately $1.3
billion. As of December 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately 44.1
billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002. Mark D.
Collins, Esq., Patrick Michael Leathem, Esq., Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA represent
the Debtors in their restructuring efforts.


TIMMINCO LIMITED: Auditors Express Going Concern Doubt
------------------------------------------------------
Timminco Limited -- the world leader in manufacturing and
supplying engineered magnesium extrusions and an international
leader in the production and marketing of specialty magnesium,
calcium and strontium metals and alloys -- announced financial
results for the third quarter of 2002.

                       Financial Results

Third Quarter and Year-to-Date

Sales highlights for the third quarter and year-to-date:

     Quarter:

     - Sales were 2% lower than in the corresponding quarter of
       2001.

     - Product lines with declines in volume and market share
       resulting principally from foreign pricing pressure were
       welded anodes and magnesium metal.

     - Declines were partially offset by increases in the
       volumes of other types of anodes.

     - Included a significant increase in luggage component
       sales relative to the corresponding quarter of 2001.

     - Sales were approximately 1% favourable relative to the      
       corresponding quarter of 2001 as a result of the
       translation of US dollar denominated sales into Canadian
       currency.

     Year-to-date:

     - Sales were 6% lower than in 2001.

     - Product lines with declines in volume and market share
       resulting principally from foreign pricing pressure were
       welded anodes and magnesium metal.

     - Declines were partially offset by increases in the
       volumes of other types of anodes.

     - The absence in 2002 of natural gas surcharges imposed
       principally in the second quarter of 2001 accounted for
       one-sixth of the decline.

     - The declines were partially offset by increases in volume
       and market share in Mag-Cal and wrought magnesium slabs.

     - Sales were approximately 1% favourable relative to the
       corresponding period of 2001 as a result of the
       translation of US dollar denominated sales into Canadian
       currency.

The gross profit of $7.4 million in the third quarter of 2002
represented 27.2% of sales compared to $8.8 million or 31.6% in
the third quarter of 2001. The gross profit of $21.7 million
year-to-date 2002 represented 25.2% of sales compared to $21.5
million or 23.4% in 2001. While the year-to-date figures are
comparable, the gross profits for the quarters are not as cost-
of-sales in the third quarter of 2001 was reduced by $1.5
million for accrued business interruption insurance benefits
related to incremental expenditures incurred in the first half
of 2001 due to the casthouse fire. If this accrual were instead
matched with the related expenditures in the first quarters of
2001, the third quarter 2001 gross profit would have been $7.3
million or 26.2%. The slight improvement in the quarter's
margin, as adjusted, and in the year-to-date margin was largely
attributable to the lower cost of purchased magnesium and a
lower natural gas price, offset in part by certain
inefficiencies in running the magnesium-metal reduction floor at
lower levels, dual-casting trial expenses and increased fringe-
benefit expenses. Purchases in US dollars roughly increased
cost-of-sales by 1% relative to the same periods in 2001.

Foreign exchange losses (gains) of $0.4 million for the third
quarter and $0.1 million year-to-date 2002 and $(0.1) million
and $0.2 million in the corresponding periods of 2001 are due
principally to the revaluation of US$ denominated working
capital and bank liabilities. The average Canadian/US exchange
rates for the third quarter and year-to-date were 1.56 and 1.57
in 2002 versus 1.54 for both of the corresponding periods of
2001.

Selling and administration costs were $0.7 million higher than
in both the third quarter of 2001 and year-to-date 2001 due
largely to accruals for management compensation and the
recognition of various legal expenses.

Year-to-date 2002, amortization of capital assets was $0.1
million higher than in 2001. Amortization is higher for the
casthouse, which was not operating until May of 2001, but the
relatively low level of capital additions in 2002 resulted in a
decline in the net asset base and in turn a partial offset to
the increase in amortization expense related to the casthouse.

Interest expense decreased by $0.3 million in the third quarter
and $1.0 million year-to-date relative to the corresponding
periods of 2001. The decreases in interest expense were
attributable to lower average balances and lower interest rates.

Expenses of $0.1 million and $1.1 million were incurred in the
third quarter and year-to-date 2002 in respect of the ongoing
financial restructuring. The financial restructuring is
described below under the activities of the "Special Committee"
and the expenses include related financing, consulting, legal
and other professional fees.

In 2001 casthouse start-up costs related to the initial ramp-up
of the casthouse following repairs necessitated by the fire in
November 2000.

Idle production equipment, previously written-off in 2000, was
sold in the first quarter of 2002, resulting in a gain on the
sale of $1.0 million.

On a year to date basis future income tax expense of
approximately $2.1 million has been offset by a reduction in the
valuation allowance of the same amount as the Corporation
anticipates recovering a greater portion of its future income
tax assets.

                     Capital Expenditures

Third quarter and year-to-date 2002 cash outflows for capital of
$0.6 million and $1.2 million respectively were for various
small projects and the development of dual casting capabilities
at the Haley casthouse. The capability to cast using different
methods is expected to enhance flexibility and productivity and
to allow the casting of more varied shapes. This will facilitate
increased casting capacity, reduced costs and new-business
development. The development of dual casting capability is
expected to require approximately $2.1 million in capital,
including $1.3 million expended to date, and is presently
scheduled to be completed in the first half of 2003. Forecasted
capital expenditures for 2002 are projected to be $2.2 million.
Operating cash flows are forecasted to provide the funding for
the capital expenditures.

                 Liquidity and Capital Resources
            including Working Capital, Bank Debt and
                        Future Operations

On December 13, 2001, the Corporation entered into a forbearance
agreement with its principal lender, the Bank of Nova Scotia.
Under the terms of the forbearance agreement, the Bank did not
enforce its rights arising from certain failures to comply with
the principal loan agreement while the Corporation pursued
strategic alternatives to maximize shareholder value. Credit
lines were maintained in aggregate with the Bank providing
revolving credit lines of Canadian $2.0 million and US $5.0
million and non-revolving lines aggregating US $24.9 million. In
accordance with the forbearance agreement, the credit lines were
subsequently reduced by $4.9 million, $1.9 million resulting
from the sale of capital assets and $3.0 million resulting from
"excess" cash flows in 2001. At September 30, 2002, the lines of
credit extended approximated Canadian $44.0 million, an amount
that varies with the Canadian/US exchange rate. Subsequent to
the quarter-end in October 2002, the Corporation, at its own
initiative, reduced its non-revolving loan by $1 million and its
credit facility by the same amount. The Corporation's bank
indebtedness was $33.5 million at September 30, 2002 compared to
$44.1 million at year-end 2001.

The formal forbearance agreement remained in effect until
April 30, 2002. The Corporation is discussing an extension of
the formal credit agreement. Notwithstanding this situation and
the continuation of a working capital deficiency because all of
the bank debt is treated as a current liability, the
Corporation's financial statements for 2001 and 2002 have been
prepared on the basis of accounting principles applicable to a
going concern. The ability of the Corporation to continue as a
going concern, realize full value on its assets and discharge
its liabilities in the normal course of business, is dependent
on its ability to negotiate and maintain continued access to
financing.

Positive cash flows of $3.2 million were generated by operations
in the third quarter of 2002 compared to a positive $3.7 million
in the third quarter of 2001. Reducing the cash generated by
operations in the third quarter of 2002, an additional $2.1
million was tied-up in non-cash working capital, permitting a
reduction in bank debt of $0.6 million in the second quarter,
net of other expenditures. Year-to-date 2002 operations
generated $10.0 million in net cash in-flows, and non-cash
working capital decreased $1.3 million permitting a year-to-date
reduction in bank indebtedness of $10.6 million, net of other
expenditures requiring cash.

At September 30, 2002 the Corporation's working capital
deficiency, $6.4 million, was significantly below the $15.9
million deficiency at year-end 2001 due largely to the reduction
in bank debt. Inventories changed negligibly since December 31,
2001. Accounts receivable decreased by $1.7 million since
December 31, 2001, the net impact of: timing of sales, a
decrease of approximately $1.3 million in past-due accounts and
collection of $0.5 million in business interruption insurance
proceeds related to the casthouse fire of 2000. Prepaid assets
increased $0.7 million in the third quarter and $0.8 million
year-to-date due principally to deposits for purchased raw
materials. Accounts payable and accrued liabilities increased
$0.4 million year-to-date; principally due to an accrued fee for
the forbearance agreement that expired on April 30, 2002 offset
in part by accelerated payments to gain lower commodity-grade
magnesium prices.

                         Special Committee

As previously reported, a Special Committee of the Board of
Directors of the Corporation was established on April 26, 2001.
The mandate of the Special Committee, comprised of independent
directors, is to:

     - engage in discussions with the Corporation's bank lender;

     - consider all alternative financing proposals from third
       parties; and

     - solicit offers and review each and every reasonable offer
       that the Corporation may receive with respect to the
       purchase of assets of the Corporation.

CIBC World Markets Inc., was engaged on November 28, 2001 by the
Special Committee to act as the Corporation's financial advisor
in regard to the development of strategic alternatives in accord
with this mandate. Alternatives currently available to the
Corporation continue to be considered.

                            Outlook

The Corporation anticipates that the contrasting pattern
registered thus far in 2002 of relatively good cost performance
on the one hand but weaker revenues on the other will be a
feature of the year 2002 as a whole and of the year 2003. On the
revenue side, besides the slow North American economy, the
Corporation is experiencing the results of increased competitive
pressures primarily from foreign suppliers in extruded
magnesium-alloy products and primary magnesium. Relative to
2001, full years of cost reductions related to the casthouse
operations, favorable purchasing contracts, the prior noted
reorganization, and lower interest rates are anticipated to
reduce the impact of these revenue declines. Cost savings from
dual casting capability in the casthouse are also expected in
the second half of 2003.

Some seasonality has been noted in the past with sales in the
second half of most recent years being below sales for the first
half, 8% below for 2001 and 12% below for 2000. In anticipation
of seasonally stronger sales in the first quarter of 2003, the
Corporation anticipates building and holding some extra raw
material and extruded finished-goods inventory in the fourth
quarter of 2002.

The ability of Timminco to continue as a going concern, realize
full value on its assets and discharge its liabilities in the
normal course of business, remains dependent on its ability to
successfully complete its financial restructuring and/or
successfully negotiate and maintain continued access to
financing.


TOKHEIM CORP: Pushing for Approval of $10 Million DIP Facility
--------------------------------------------------------------
Tokheim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to allow them to
incur postpetition secured indebtedness and use of their
lender's cash collateral.  Pending a final hearing, the Court
granted the Debtors interim authority to borrow up to $5 million
under the new DIP Credit Facility.

Particularly, the Debtors are seeking Court nod to obtain
prepetition secured financing and other financial accommodation
up to an aggregate principal amount of $10 million from ABN Amro
Bank, N.V., as administrative agent for a syndicate of post-
bankruptcy lenders.  The Debtors will use the proceeds of the
DIP Credit Facility for working capital and general corporate
purposes.

The Debtors relate to the Court that they require a source of
financing in order to address cash-flow needs and to reassure
their vendors, customers, employees, and others on a going-
forward basis.  Without the proposed postpetition financing, the
Debtors will have no ability to borrow funds to operate their
businesses and reorganize successfully.

Moreover, because the liens under the Prepetition Credit
Facility encumber substantially all of the Debtors' property,
the Debtors recognize that they would be unable to obtain
financing on an unsecured administrative expense basis under the
Bankruptcy Code.  The Debtors concluded in their sound business
judgment that the proposal for the DIP Credit Facility was the
most favorable under the circumstances and addressed the
Debtors' working capital needs.

The Loan will mature on the earliest of:

     a) May 21, 2003;

     b) 45 days after entry of the Interim Order (January 6,
        2003), in the event a Final Order has not been entered;

     c) the substantial consummation of the Plan of
        Reorganization; and

     d) the acceleration of loans and termination of the DIP
        Commitment in accordance with the terms of the DIP Loan
        Agreement.

In connection with the DIP Credit Facility, the Debtors will pay
the DIP Lenders:

     i) a commitment fee of 0.50 of 1% per annum on the unused
        amount of the Commitment;

    ii) a DIP facility fee of $150,000;

   iii) a DIP agent fee of $50,000; and

    iv) other customary fees.

Tokheim Corporation, manufacturer of electronic and mechanical
petroleum dispensing systems, field for chapter 11 protection on
November 21, 2002.  Gregg M. Galardi, Esq., and Mark L.
Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$249.5 million in total assets and $457.8 million in total
debts.


TRADEWINDS OF VIRGINIA: Assets on Auction Block on December 12
--------------------------------------------------------------
Winds of change in the international lumber industry created
turbulent times for Tradewinds of Virginia, Ltd., whose assets,
including 78-plus acres of prime industrial-zoned real estate
and nearly-new equipment, are set to go to live public auction
on December 12 at 10:00 a.m.

Previews of the equipment and property are scheduled at
Tradewind's headquarters about an hour north of Richmond, VA, in
Bumpass, VA, on December 10 and 11 from 9:00 a.m. to 5:00 p.m.
(EST).

Founded in 1985, Tradewinds was profitable for many years and
prided itself on a corporate philosophy of total resource
utilization that included selling excess electricity to its
neighbors at fair prices.

According to Stephen Karbelk, executive vice president of
Tranzon Fox, "Tradewinds was well respected in the lumber
industry and made a commitment to enter the millennium with
state-of-the-art improvements to its facility. Unfortunately,
their significant capital investment in expanded production
capabilities and new equipment left them vulnerable when a
subsequent depletion of both overseas and stateside markets for
the chips and by-products placed the company in an unprofitable
cash-flow bind."

Based in northern Virginia, Tranzon Fox is managing the live
public auction on behalf of the bankruptcy trustees.  Tranzon
Fox seek buyers for the company's complete line of equipment
including the modern fiber optimization facility, hardwood and
softwood sawmills, an ultra-modern stacking, sorting and grading
operation, wood planning mill, slasher saw system, scragg mill,
pole peeling and shaving operations and a cogeneration plant.  
The real estate is also up for sale and trustees have not ruled
out the possibility of a sale to a turn-key buyer prior to
auction.

Dwight Toney, regional president of Tranzon Venue Bid and a
heavy equipment specialist, says, "A turn-key operator could buy
the entire operation for a fraction of what it would cost to
build new.  Everything is in place to begin immediate operation
and the facility is completely self- contained.  All of the
equipment is in very good shape, well maintained and the site
structures and buildings exceed expectations for an operation of
this type."

For more information about the auction contact Stephen Karbelk
at (888) 621-2110 or skarbelk@tranzon.com


TRANSTEXAS GAS: Seeks Nod to Obtain $10 Million DIP Financing
-------------------------------------------------------------
Transtexas Gas Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Texas for
permission to use their lender's Cash Collateral and obtain up
to $10,000,000 of Postpetition Financing from GMAC Commercial
Credit LLC.

The Debtors tell the Court that they are unable to obtain
sufficient levels of unsecured or secured credit allowable under
the Bankruptcy Code as an administrative expense necessary to
maintain and conduct their respective businesses.

The Debtors admit that, as of the Petition Date, they owe
GMAC Commercial:

    A) under a Loan Agreement, approximately $937,889; and

    B) under an Oil & Gas Facility, approximately $51,937,500.

The Debtors believe that the value of the Prepetition
Collateral, as defined in the Financing Arrangement, currently
exceeds the amount of the Prepetition Obligations under the
Financing Arrangement and that GMAC is adequately protected.

The Debtors urge the Court to find that it is in the best
interest of their estates that they be allowed to obtain
continued financing to prevent a disruption of their businesses
and to permit them to attempt to achieve successful
reorganization.

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.


TRIMAS CORP: S&P Affirms Low-B Credit & Senior Sec. Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured debt ratings and its 'B' subordinated
debt ratings on TriMas Corp. At the same time, Standard & Poor's
assigned its 'B' rating to TriMas offering of $85 million
additional 9-7/8% senior subordinated notes due 2012 under Rule
144A with registration rights. The notes are being offered with
terms similar to the existing $353 million 9-7/8% senior
subordinated notes due 2012. The proceeds will be used to
repurchase a portion of TriMas stock owned by Metaldyne Corp.,
and for other corporate purposes.

The outlook is positive. The Bloomfield Hills, Michigan-based
TriMas manufactures a large number of industrial-supply products
serving niche markets in a diverse range of commercial,
industrial, and consumer applications, with strong brand names.
It has total debt outstanding of more than $600 million.

TriMas has undergone a rationalization of its manufacturing
facilities and headcount reductions that have led to about $29
million in potential annual cost savings, over half of which
have been realized. TriMas is expected to continue to pursue
cost savings and to capitalize on product development. It is
also expected to pursue niche acquisitions on an opportunistic
basis.

"The rating may be raised over the intermediate term as TriMas'
businesses grow and its cyclically dependent businesses benefit
from a recovering economy," said Standard & Poor's credit
analyst John Sico. "During this period, the company is expected
to reduce its leverage, and any acquisitions are expected to be
funded in a credit-neutral manner."

The company's products have leading market shares and strong
brand names. About 70% of its sales are from products that have
No. 1 or No. 2 market positions for which TriMas is one of only
two or three manufacturers. Businesses provide a good deal of
diversity, and the company's broad product offering lessens its
dependence on any single product or customer.


UAL CORP: Unveils Details of Labor Agreements with Employees
------------------------------------------------------------
UAL Corporation (NYSE: UAL) announced details of its tentative
and ratified labor agreements with the company's union
employees. The company also announced the details of its
financial recovery arrangement with non-union employees. Taken
together, the recovery program is estimated to provide United
with approximately $5.8 billion in labor cost savings before
capacity reductions. After taking into account recently
announced capacity reductions, the company's labor cost savings
from the financial recovery program are projected to be
approximately $5.2 billion, which is in line with the framework
agreed upon by the company and its unions.

Additionally, United estimates that the capacity reductions -
made possible by its agreement with the Air Line Pilots
Association - will result in an additional $1.2 billion in
profit improvements over the recovery program period. When added
to the previously announced $1.4 billion in annual non-labor
cost savings and revenue enhancements included in the program
($7.7 billion over the recovery program period), United's total
post-capacity reduction labor savings and profit improvements
will equal $14.1 billion over the next five-and-one-half years.

                    Union Employee Agreements

As part of the new agreements, United's union employees would
receive stock options and participate in a new profit sharing
plan. The agreements also include immediate wage-rate reductions
as well as a number of other detailed provisions for each group.
Below are further details of each agreement, broken down by
employee group.

Pilots: The company's agreement with employees represented by
the Air Line Pilots Association (ALPA) was ratified by the
union's members on Monday, Nov. 18. Details of the agreement
include:

     -   A wage reduction of 18% on the date agreement becomes
         effective;

     -   Cancellation of all previously planned pay increases;

     -   Increases in hourly pay rates over the course of the
         program period, bringing wage rates back to their
         current levels by May 15, 2008;

     -   Ability for United Express carriers to continue planned
         growth of regional jet service.

Flight Attendants: United and the Association of Flight
Attendants reached a tentative agreement on labor cost savings
on Sunday, Nov. 10. The tentative agreement has been approved by
the labor committee of the UAL board of directors and has been
endorsed by the UAL Master Executive Council of the AFA. Results
of the membership's ratification vote are expected by Nov. 30.
Details of the tentative agreement include:

     -   A wage reduction of approximately 4% on the date
         agreement becomes effective;

     -   Cancellation of all previously planned increases in
         hourly pay rates;

     -   Increases in hourly pay rates over the course of the
         program period, bringing wage rates back to their
         current levels by May 15, 2008;

     -   Cancellation of all scheduled wage arbitrations and
         lump-sum payments;

     -   Non-wage concessions that will provide the company with
         additional cost savings.

Mechanics, Utility, Ramp/Stores, Public Contact and Other IAM-
Represented Employees: The company and the International
Association of Machinists reached a tentative agreement on a
labor cost savings plan on Wednesday, Nov. 20. The tentative
agreement was approved by the labor committee of the UAL board
of directors on Nov. 25, 2002, and has been endorsed by the
leadership of IAM District 141 and IAM District 141M. The IAM
membership will vote on the tentative agreement on Nov. 27 and
the results of the vote will be available that day. Details of
the tentative agreement include:

     -   Base-pay wage reductions of 7% for certain IAM
         employees, and of 6% for all other IAM-represented
         employees, each on the date the agreement becomes
         effective;

     -   Cancellation of previously planned wage increases;

     -   Increases in hourly pay rates over the course of the
         program period, bringing hourly rates back to their
         current levels by Dec. 1, 2007;

     -   The first four vacation days taken each year will be
         unpaid.

Meteorologists: Represented by the Transport Workers Union, the
meteorologists at United ratified the cost-saving agreement
reached with the company on Friday, Nov. 8. Details of the
agreement include:

     -   A wage reduction of 8% on the date the agreement
         becomes effective;

     -   Cancellation of all planned increases to monthly pay
         rates;

     -   Increases in hourly pay rates over the course of the
         program period, bringing wage rates back to their
         current levels by May 15, 2008.

Flight Controllers: United's airline flight controllers,
represented by the Professional Airline Flight Control
Association, reached a tentative agreement with the company on
labor cost savings on Nov. 15. The tentative agreement was
approved by the labor committee of the UAL board of directors on
Nov. 25, 2002. The members will conduct a ratification vote on
Nov. 27. Details of the agreement include:

     -   A wage reduction of 8% on the date the agreement
         becomes effective;

     -   Cancellation of all planned increases to hourly pay
         rates;

     -   Increases in hourly pay rates over the course of the
         program period, bringing hourly wage rates back to
         their current levels by May 15, 2008.

        Non-Union Employee Cost-Savings Arrangement

On Monday, Nov. 18, United announced that the company had
adopted a recommendation from its System Roundtable regarding
salaried and management (SAM) employees' participation in the
airline's financial recovery program. Under the recommendation,
SAM employees will contribute approximately $1.3 billion in wage
reductions and productivity improvements to United's recovery
over the five-and-one-half years of the program. Details of the
arrangement include:

     -   A reduction of actual wages for employees, excluding
         officers, of between 2.8 and 10.7 percent;

     -   Cancellation of 2002 planned merit salary increases (if
         forgone merit raises were included, the wage reductions
         would range from 5.2 to 15.3 percent).

The company is finalizing the terms of an officer contribution
to the financial recovery program, which is subject to review
and approval by the compensation committee of the board of
directors. United Chairman, Chief Executive Officer and
President Glenn Tilton has previously characterized the officer
contribution as "appropriately significant."

All employees participating in the financial recovery program
will receive stock option grants and participate in a profit
sharing program from 2004 through 2008. Additionally, all
proposed contract changes with the unions, either tentative or
ratified, include a letter of agreement with UAL regarding the
company's ability to initiate or support a Section 1113/1114
proceeding in Chapter 11. The agreement states that, in the
event of a Chapter 11 filing after the company has received
loans guaranteed in substantial part by the ATSB, it will not
initiate or support a Section 1113/1114 proceeding before Nov.
30, 2003. Exceptions to this agreement include the event of a
substantial and adverse deviation of United's operating cash
flow from the business plan submitted to the ATSB or an
unforeseen and substantial disruption of air travel.

The agreements, both tentative and those that have been ratified
by their union membership, and the wage-reduction arrangements
for non-union employees, become effective upon the closing of a
loan facility for the company guaranteed in part by the Air
Transportation Stabilization Board and satisfactory
participation by all employee groups in the recovery plan. If
these conditions are not satisfied by Dec. 31, 2002, the
agreements will not become effective.

More details on United's agreements with its unions and wage-
reduction arrangements for its non-union employees can be found
in the Form 8-K the company is filing with the Securities and
Exchange Commission today.

                       Labor Cost Savings

United and the union coalition began negotiations on a framework
for labor cost reductions in August. At that time, the airline
had not made any definitive plans for capacity reductions in
2003. When the company and the union coalition reached an
agreement in October on a target number for labor cost savings
of $5.8 billion over five-and-one-half years, it was based on
United's current capacity. As the company continued to focus on
its recovery program and update its business plan with the ATSB
at the end of October, planned capacity for 2003 was decreased
by approximately 6 percent over United's current levels and
projected capacity increases for 2004 through 2008 were reduced.
As a result, the company's estimated labor savings from wage
reductions and other detailed provisions included in its
tentative and ratified agreements with all of its unions and its
wage-reduction agreements with non-union employees total $5.2
billion over the recovery program period.

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


US AIRWAYS: Flight Attendants Maintain Stand re Restructuring
-------------------------------------------------------------
Perry Hayes, US Airways Master Executive Council President of
the Association of Flight Attendants, AFL-CIO, made this
statement following US Airways announcement that it will seek
further "work rule/benefit changes to complete restructuring":

     "After a meeting with US Airways CEO Dave Siegel on Nov. 5,
2002, the members of the AFA US Airways Master Executive Council
met with representatives of management [Tues]day to get an
update on the bankruptcy process and our airline's current
financial condition.

     "Management's basic message was that the airline is not
meeting the revenue projections that were in its application to
the Air Transportation Stabilization Board for a $1 billion loan
guarantee. Management said that revenue shortfall could be
problematic if the trend continues.

     "To make up the difference between its revenue projections
and the shortfall, management suggested that it may come to the
unions and ask for productivity improvements in labor contracts,
but reiterated that it will not ask the bankruptcy court to make
more cuts.

     "[Tues]day's announcement by US Airways management means
they fully intend to move forward with asking us for more
concessions.  Our response [Tues]day is the same as our response
following the Nov. 5 meeting: the flight attendants will not
consider the new financial crisis to be serious until management
takes further wage and benefit cuts, extends those cuts through
the term of the ATSB loan process (like the flight attendant
concessions are), and management concludes negotiations over
further cuts with the other labor groups on the property.

     "American workers can't continue to voluntarily suffer in
order to prop up failing executives.  Those executives need to
share the pain at US Airways, if this airline is going to
survive.  Only time will tell if management is ready to make the
same sacrifices it is asking from its workers to save the
airline.

     "To date, no new negotiations have been scheduled.  
Management has not said if it will deepen its share of the cuts.  
Management also has not said how many new flight attendant
furloughs will result from the latest announcement."

More than 50,000 flight attendants at 26 airlines, including
7,000 at US Airways, join together to form AFA, the world's
largest flight attendant union.  Visit http://www.afanet.org


WESTERN WIRELESS: Closes Sale of Interest in Tal hf for $29 Mil.
----------------------------------------------------------------
Western Wireless International Corporation, a subsidiary of
Western Wireless Corporation (Nasdaq:WWCA) announced the closing
of the previously announced sale of its 57.3% interest in Tal
hf, an Icelandic wireless operator, to Islandssimi hf. WWI's net
proceeds from the transaction will total approximately $28.9
million.

"This transaction once again confirms our ability to generate
significant returns from our international portfolio of
properties," said John Stanton, chairman and chief executive
officer of Western Wireless Corporation. "Our congratulations to
Brad Horwitz and his management team at WWI for an outstanding
job in closing this transaction."

Through its operating companies, WWI operates wireless networks
in nine countries: Ireland, Austria, Slovenia, Croatia, Georgia,
Ghana, Cote d'Ivoire, Bolivia and Haiti.

Located in Bellevue, Wash., Western Wireless Corporation is a
leading provider of wireless communications services in the
western United States and abroad. It currently offers cellular
service marketed under the Cellular One(R) and Western
Wireless(R) brand names in 19 western states.

                         *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit rating on Western Wireless Corp., to single-'B' from
double-'B'-minus based on concerns that the company does not
have significant cushion against further missteps in execution
under a more restrictive bank covenant. Standard & Poor's is
also concerned about the longer-term impact of network expansion
by major carriers on the company's financial profile.

The rating remained on CreditWatch with negative implications.
Bellvue, Washington-based Western Wireless remained on
CreditWatch negative because of the increased potential for the
company to violate the total bank loan leverage covenant in the
near term.


WILBRAHAM CBO: Fitch Junks Ratings on Classes B & C Notes
---------------------------------------------------------
Fitch Ratings affirms one class of notes and downgrades three
classes of notes issued by Wilbraham CBO, Ltd. In conjunction
with this action, Fitch removes all classes from Rating Watch
Negative. The following rating actions are effective
immediately:

     --$251,126,092 class A-1 notes affirmed at 'AAA';

     --$19,000,000 class A-2 notes downgraded to 'A' from 'AA';

     --$30,150,271 class B notes downgraded to 'CCC' from 'BBB';

     --$20,813,325 class C Notes downgraded to 'C' from 'BB-'.

Wilbraham is a collateralized bond obligation managed by David
L. Babson & Company, established July 13, 2000. Due to the
increased levels of defaults and deteriorating credit quality of
a portion of portfolio assets, Fitch has reviewed in detail the
portfolio performance of Wilbraham. In conjunction with this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

Since March 2, 2002, Wilbraham has continued to fail its class B
and class C overcollateralization test and, as of June 2, 2002,
began to fail its class A OC test. On the July 13, 2002 payment
date, a portion of the class A-1 notes were redeemed due to the
failure of the class A, B and C OC tests. This principal paydown
was unable to cure the OC failures resulting in the deferment of
interest on the class B and class C notes. There is no
expectation at this time that Babson will be able to cure all of
the OC tests during the reinvestment period. Consequently, the
deferred interest on the class B and C notes will continue to
accrue at rates of 9.42% and 13.47% respectively. Capitalizing
the deferred interest payments on an ongoing basis will
significantly increase the balance due to the class B and C
notes at maturity, which severely impacts the rating analysis of
the notes.

Deterioration of the portfolio assets and the OC tests has been
gradual over time but significant with a loss of approximately
16% on each test over the past 2 years. For example, the class A
OC ratio was 134.1% on November 2, 2000 and fell to 117.2% on
November 2, 2002. In many CDOs, excess spread can contribute to
either increase total collateral or paydown liabilities. With
regards to Wilbraham, current excess spread is very small due to
the deterioration of the collateral, the low interest rate
environment and the fixed swap schedule. The notional swap
amount has a fixed amortization schedule which in its design,
does not adjust to reflect the early redemption of notes. In the
analysis done by Fitch, haircuts to distressed collateral where
there is uncertainty as to the full return of principal,
resulted in no excess spread for the remaining life of the deal.

As of November 2, 2002, defaulted assets represented 4.5% of the
total collateral, and assets rated 'CCC+' or less (excluding
defaulted) represented 6.4% of total collateral. In addition,
Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates the structure can withstand going forward relative
to the minimum cumulative default rates for the rated
liabilities. As a result of this analysis, Fitch has determined
that the original ratings assigned to the class A-2, B and C
notes no longer reflect the current risk to noteholders.

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


WILLIAMS: Reaches Agreement to Sell Memphis Refinery for $465MM
---------------------------------------------------------------
Williams (NYSE: WMB) has signed a definitive agreement to sell
its Memphis, Tenn., refinery and other related operations to
Premcor Inc., (NYSE: PCO) for approximately $465 million cash.

Under the terms of the agreement, Premcor will pay $315 million
cash for the refinery and related fixed assets at closing.  
Premcor will also purchase petroleum inventories estimated today
at about $150 million.

The agreement also contains an earn-out provision that allows
Williams to potentially receive up to an additional $75 million
over the next seven years. The earn-out would be paid annually
depending on the level of refining margins.

Steve Malcolm, chairman, president and chief executive officer,
said, "Selling our Memphis refinery represents another critical
step in our ongoing restructuring.  This is an example of how
intently focused we are on reducing debt and improving our
liquidity.  We're staying true to our plan for reaching
significant transactions, strengthening our finances and meeting
the challenges before us."

The Memphis assets include a 190,000-barrel-per-day refinery,
two associated truck-loading racks, three petroleum terminals in
West Memphis, Ark., Collierville, Tenn., and Memphis, supporting
pipeline infrastructure that transports both crude oil and
refined products, and crude oil tankage at St. James, La.  
Roughly 375 employees support the Memphis operations.

Malcolm added, "While Williams is in the process of exiting the
refining business, Premcor recognized the inherent value in our
Memphis operations that have routinely handled over a billion
gallons of fuel per year.  This is the type of transaction that
allows us to continue to rebuild our company around finding,
producing, gathering, processing and transporting natural gas."

The parties expect the sale to close before March 31, 2003,
subject to Hart-Scott-Rodino review and the buyer completing
financing.  As a result of the sale, Williams expects to record
an additional pre-tax loss in the fourth quarter of
approximately $30-$35 million.

Premcor Inc., is based in Old Greenwich, Conn. Premcor's
subsidiaries operate refineries in Port Arthur, Texas, and Lima,
Ohio.

Lehman Brothers acted as financial advisor to Williams in
connection with the sale.

Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity.  Based in Tulsa, Okla., Williams' operations
span the energy value chain from wellhead to burner tip.  
Company information is available at http://www.williams.com


WORLDCOM: Reaches Agreement Resolving Claims Dispute with SEC
-------------------------------------------------------------
WorldCom, Inc., has consented to entry of a permanent injunction
that will resolve claims brought in the Securities and Exchange
Commission's civil lawsuit regarding WorldCom's past accounting
practices.

"This settlement is a significant milestone in WorldCom's
restructuring efforts," said John W. Sidgmore, WorldCom
president and CEO.  "Resolution of this litigation enables our
company to move even more confidently toward a successful
conclusion of the company's financial restructuring."

Under the permanent injunction entered by the U.S. District
Court for the Southern District of New York, the company neither
admits nor denies the commission's allegations and agrees to the
following:

     * not to violate securities laws in the future;

     * to provide reasonable training and education to its
       senior operational officers and financial reporting
       personnel to minimize the possibility of future
       violations;

     * to retain a consultant to review the effectiveness of
       WorldCom's material internal accounting control structure
       and policies; and

     * that the Corporate Monitor in the case will review the
       adequacy and effectiveness of WorldCom's corporate
       governance and ethics policies.

WorldCom further agrees that either the SEC or the court may in
the future seek a civil penalty to be paid by WorldCom or
further equitable relief or sanctions.

"The requirements of this agreement are squarely in line with
steps we are already taking to restore public confidence in
WorldCom," said Sidgmore.  "Our agreement with the SEC provides
additional assurance that WorldCom's plan to emerge from
bankruptcy remains on schedule."

WorldCom, Inc., (WCOEQ, MCWEO) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market.  In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all- inclusive local and long-distance offering to
consumers for one fixed monthly price.  For more information, go
to http://www.worldcom.com

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.


WORLDCOM INC: CAGW Says SEC Settlement May Set "Bad Precedent"
--------------------------------------------------------------
Citizens Against Government Waste (CAGW) responded Tuesday to
reports that the Securities and Exchange Commission allegedly
will not fine bankrupt telecom giant WorldCom for its fraudulent
practices.  According to Reuters, The San Diego-Union, Houston
Chronicle, and other news sources, the company and SEC officials
may have reached a settlement that allows for the establishment
of court ordered financial controls, which if broken could lead
to a fine.  In addition to filing for bankruptcy, WorldCom has
admitted to committing at least a $9 billion accounting fraud,
and two of its top executives have already been arrested while
more investigations continue.

"If these reports are true, it is inconceivable that a company
could conduct itself in such a manner and not be fined," said
CAGW President Tom Schatz.  "Through the criminal actions of
WorldCom executives, thousands of investors lost millions of
dollars and thousands of employees were laid off. Now the SEC
might only provide the company with a slap on the wrist."

Both Enron and Arthur Andersen received fines for similar
behavior.  An investigation into WorldCom's activities is still
ongoing at the Department of Justice which could result in more
severe penalties for the company and/or its executives.  The
company hopes to emerge from bankruptcy in March and repay the
$41 billion it claims to owe creditors.

"If the SEC makes such a decision, it would set a bad
precedent," Schatz continued.  "The role of the SEC is to
protect investors and enforce rules. Federal laws and
regulations are clear that the government may only award
contracts to contractors with a satisfactory record of integrity
and business ethics.  At a time of low investor confidence,
failure to act in a consistent manner could be a blow to an
already weak economy."

This is not the first time the government has appeared to be
lenient with WorldCom.  Just two weeks ago, the General Services
Administration extended a contract to the company worth an
estimated value of $11 billion over its lifetime.  The deal is
for telephone long-distance and data service for the Departments
of Defense, Commerce, and Interior, along with the Federal
Aviation Administration, the Social Security Administration, and
the Nuclear Regulatory Commission.

"The federal government should not be doing business with a
company that by the admission of its own executives is guilty of
bad business practices and criminal activity.  WorldCom should
be barred from doing business with the government, just as Enron
and Arthur Andersen have been for similar fraudulent practices,"
concluded Schatz.  "The SEC should be fair, but tough on
WorldCom. This is no time for a whitewash of the white collar
crimes at WorldCom."

Citizens Against Government Waste is a nonpartisan, nonprofit
organization dedicated to eliminating waste, fraud,
mismanagement and abuse in government.


WORLDCOM: Wants Approval to Reject 30 Circuits with Four LECs
-------------------------------------------------------------
According to Lori R. Fife, Esq., at Weil Gotshal & Manges LLP,
in New York, Worldcom Inc., and its debtor-affiliates purchased
certain telecommunications services pursuant to tariffs filed by
incumbent and competitive local exchange carriers in accordance
with the Telecommunications Act of 1996.  Tariffs are schedules
of rates, terms and conditions, by which the LECs agree to
provide services to their customers.  Tariff services are
purchased by submitting a contract known as an access service
order to the LEC.

Since the Petition Date, Ms. Fife relates that the Debtors have
reviewed the operating capacity of its network, which is an
ongoing, integral component of the Debtors' long-range business
plan.  The Debtors determined that it does not require the
capacity relating to 30 circuits purchased through service
orders purchased under tariffs.  The Circuits and associated
Service Orders are with these LECs or their affiliates:

                              No. of      Annual       Total
                             Circuits    Savings      Savings
                             --------   ----------   ----------
       Southwestern Bell          7       $519,430     $907,420
       Verizon                   20        709,080    1,862,060
       Qwest                      2      1,008,000    3,780,000
       Bell South                 1        582,000    2,183,250

In determining to reject the Service Orders, the Debtors
considered network overcapacity, costs, overlap and other
inefficiencies, as well as WorldCom's ability to move traffic to
alternative circuits in a more cost-effective manner.

Accordingly, pursuant to Section 365(a) of the Bankruptcy Code
and Rules 6006 of the Federal Rules of Bankruptcy Procedure, the
Debtors seek the Court's authority to reject the Service Orders
associated with the Circuits.

In the course of reviewing their network capacity needs and
costs, the Debtors analyzed the Circuits and determined that
that they are no longer of any value or utility to them.  Ms.
Fife points out that the Debtors currently have no traffic on
the Circuits purchased under the Service Orders, which have
monthly charges of $238,000.  Thus, the Circuits provided under
the Service Orders are unnecessary and costly to the Debtors'
estates.  By rejecting the Service Orders, the Debtors save the
estates $2,800,000 in administrative expenses per annum, or
$8,700,000 for the remainder of the terms of the Service Orders
for capacity that the Debtors do not need or use.  For these
reasons, in the Debtors' business judgment, the Service Orders
for the Circuits should be rejected effective immediately.
(Worldcom Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    15 - 17        +1
Finova Group          7.5%    due 2009  33.5 - 35.5      +2.5
Freeport-McMoran      7.5%    due 2006    89 - 91        0
Global Crossing Hldgs 9.5%    due 2009   2.5 - 3.5       0
Globalstar            11.375% due 2004   6.5 - 7.5       0
Lucent Technologies   6.45%   due 2029    48 - 50        +1
Polaroid Corporation  6.75%   due 2002   3.5 - 5.5       0
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005    21 - 23        +1
Xerox Corporation     8.0%    due 2027    54 - 56        +4

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

                          *********

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 ***