TCR_Public/021204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 4, 2002, Vol. 6, No. 240

                            Headlines

AGRIFOS FERTILIZER: Extends DIP Loan Pact with Congress Fin'l.
AMERISERV FINANCIAL: Appoints Craig G. Ford as Interim Leader
AMES DEPARTMENT: Sells POS Computers to Value City for $1-Mill.
ASIA GLOBAL CROSSING: Selling All Assets to Asia Netcom
BCE INC: Completes Bell Canada Purchase for CDN$5 Billion

BCE INC: VarTec Telecom Files Fraud Suit re Excel Acquisition
BELL CANADA INT'L: Ontario Court Okays Claims ID Process
BETHLEHEM: Seeks to Set off Mutual Obligations with 3 Customers
BLACK HILLS: Files SEC Form S-4 to Merge with Mallon Resources
BRICKMAN: S&P Assigns BB- Corporate & Sr. Secured Debt Ratings

BRITISH ENERGY: Government Urged To Cancel Bruce Lease
CABLE SATISFACTION: Needs More Capital To Finance Operations
CEDAR BRAKES: S&P Cuts Sr. Secured Bond Ratings to BB- from BBB-
CHIVOR SA: Wants Court to Enter Final Decree Order to Close Case
COLE NAT'L: S&P Affirms BB- Rating & Revises Outlook to Negative

CONTINENTAL AIR: Discloses Pricing of Floating Rate Sec. Notes
CWMBS INC: Fitch Gives BB/B Ratings to Classes B-3 & B-4 Notes
EFA GROUP: Has Until January 13, 2003 To File Proposal Under BIA
EL PASO: S&P Hatchets Long-Term Corporate Credit Rating to BB
ENCOMPASS SERVICES: Wants to Pay Prepetition Tax Obligations

ENRON: Court Allows Settlement & Amendment Pact with Burlington
EQUUS CAPITAL: Fitch Puts Ratings on Class A-2 & B on Watch Neg.
ERS ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
ESTATION NETWORK: Financial Loss Narrows in Third Quarter 2002
FEDERAL-MOGUL: Turning to AlixPartners for Financial Advice

GE CAPITAL: Fitch Downgrades Certain FFCA Franchise Transactions
GENESEE: Adjusts Value of $4MM Note Receivable From High Falls
GENTEK INC: Seeks to Retain Bayard as Special Counsel
GENUITY: S&P Cuts Debt Ratings Cut to Default Level
GLOBAL CROSSING: US Trustee Granted Okay to Appoint an Examiner

HARDWOOD PROPERTIES: Reports Q3 Results and Liquidation Status
HAYES LEMMERZ: Wants to Assume Stelco Blank & Rim Supply Deal
IFCO SYSTEMS: Shareholders Approve Debt Restructuring Agreement
IMC GLOBAL: Lowers Q4 02 Outlook Due To Reduced Phosphate Prices
INNER HARBOR: Fitch Places Ratings on 1999-1 Notes on Watch Neg.

INTERLIANT: Obtains Exclusivity Extension through February 3
IRWIN TOY: Initiates Restructuring Under CCAA Protection
JITNEY-JUNGLE: Sells Mississippi Property to Merchants for $2.5M
LAIDLAW: Obtains 2nd Amendment to Surety Bond Program with AIG
LA QUINTA: Declares Dividend on 9.00% Preferred Stock

LEAR CORPORATION: Names Robert E. Rossiter Chairman of the Board
LEHMAN BROS.: Fitch Further Drops Low-B Ratings on 4 Classes
MASSEY ENERGY: S&P Cuts Long-Term Credit Rating to BB from BBB-
MED DIVERSIFIED: Seeks Authority to Employ Logan as Claims Agent
METROMEDIA FIBER: PAIX and LAAP to Interconnect Switch Fabrics

MICROCELL: Fails to Make Interest Payment on Sr. Discount Notes
NATIONAL CENTURY: Wants to Retain Ordinary Course Professionals
NATIONAL STEEL: Obtains Removal Period Extension Until May 6
NCS HEALTHCARE: Decision in Favor of Genesis Merger Stands
NEWCOR INC: Talking to Noteholders to Cure Default

NEXTCARD INC.: Wants to Retain DoveBid, Inc. as Auctioneer
OCEAN POWER: Look for Schedules & Statements on January 15
OWENS CORNING: Gets Court Okay to Retain Crawford & Winiarski
PACIFIC AEROSPACE: Ability to Continue as Going Concern Doubtful
PACIFICARE HEALTH: S&P Rates $125MM Convertible Sub. Debt at B

PREMCOR INC: Fitch Affirms Low-B Level Ratings
PROVELL: Files Joint Chapter 11 Plan and Disclosure Statement
RACHELS GOURMET: Refinancing Concerns Spur Going Concern Doubt
SAFETY-KLEEN CORPORATION: Overview of Reorganization Plan
SINCLAIR BROADCAST: Commences Tender Offer for 8-3/4% Sub Notes

SPECTRASITE: Signs-Up Poyner & Spruill as Local Counsel
SURGILIGHT: Reports Q3 Results and Merrill Lynch Loan Default
TIMELINE INC: Auditors Doubt Ability to Continue Operations
TITANIUM METALS: Rating Downgraded to D after Deferring Dividend
TRENWICK GROUP: S&P Revises Preferred Stock Ratings to D from CC

TURNING STONE: S&P Rates Planned $125M Sr. Unsecured Notes at B+
UAL CORPORATION: Will Seek Second Mechanics' Vote on December 5
UNIFORET INC: Canadian Court to Consider CCAA Plan on Dec. 11
UNITED PAN-EUROPE: Files for Chapter 11 Protection in New York
VENTAS: Plans to Commence Joint Offering of 16 Million Shares

WILLIAMS COMMS: Receives Final FCC Approval on Restructuring
WILLIAMS COMMS: Leucadia Completes 44% Wiltel Stake Acquisition
WILLIAMS: Receives $180 Million Cash Payment From Leucadia
WORLDCOM INC.: Resolves Set-Off Issues with Delta Airlines
WORLD HEART: Inks $5MM Private Placement Pact with Northern Sec.

WR GRACE: Comments on Proposed Sealed Air, Fresenius Settlements

* Meetings, Conferences and Seminars

                          *********

AGRIFOS FERTILIZER: Extends DIP Loan Pact with Congress Fin'l.
--------------------------------------------------------------
Agrifos Fertilizer L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to approve
an Amended Debtor in Possession Financing agreement with
Congress Financial Corporation (New England).

The Debtors relate that they are currently negotiating a further
extension or forbearance of the DIP Agreement with Congress
Financial.  At the same time, the Debtors are also seeking other
financing with another lender.  Since these negotiations are
ongoing, the Debtors and Congress Financial agree to extend the
DIP Financing for nine days through and including December 9,
2002.  The Debtors ask the Court to hold a hearing on
December 9, 2002 to approve the extension of the Congress-backed
DIP Agreement or approve of an entirely new DIP loan.

The Debtors assert that expedited consideration for the DIP
Agreement Extension is necessary to allow them continued access
to financing under the existing Congress DIP Financing pact.

The Debtors are producers of phosphate fertilizers that operate
a 600,000 thousand ton per year phosphate fertilizer processing
plant in Pasadena, Texas and a 1.2 million ton per year
phosphate rock mine located in Nichols, Florida. They filed for
chapter 11 protection on May 8, 2001. Christopher Adams, Esq.,
and H. Rey Stroube, III, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP represent the Debtors in their restructuring efforts.


AMERISERV FINANCIAL: Appoints Craig G. Ford as Interim Leader
-------------------------------------------------------------
The Board of Directors of AmeriServ Financial, Inc. has
announced the appointment of Craig G. Ford as Interim Chairman,
President and Chief Executive Officer effective immediately.
The previous Chairman, President and Chief Executive Officer of
AmeriServ Financial, Orlando B. Hanselman, is moving on to
pursue other personal and professional interests.

Ford has had a long career in Pennsylvania banking.  He is a
veteran of 31 years with Mellon Bank in Pittsburgh, including
the management of Mellon Bank's Community Banking area for 10
years.  Additionally, Mr. Ford was a member of the executive
management team at Meridian Bancorp in Reading, PA. In recent
years, Ford has maintained an executive level consulting
practice for small and middle sized community banks in
Pennsylvania, New Jersey and Ohio.

Ford is a past president of the Pennsylvania Bankers Association
and has been active in industry affairs at both the state and
federal level.  In addition to his duties as Interim Chairman,
President and Chief Executive Officer, Ford will lead the search
for a qualified and experienced banker to serve as the permanent
leader of AmeriServ Financial.

"AmeriServ Financial is fortunate to have a strong, well
capitalized franchise and a staff of dedicated professional
bankers.  The company has developed a comprehensive plan to
improve performance and will depend on the efforts of every
staff member to meet the goals of the plan.  With an improved
focus, the turnaround will be speedy.  AmeriServ Financial has
strong roots in the community and will continue to strive to
provide the best in community banking to all customers," said
Ford.

AmeriServ Financial, Inc., is the parent of AmeriServ Financial
(the Bank) and AmeriServ Trust & Financial Services in
Johnstown, AmeriServ Associates of State College, and AmeriServ
Life Insurance Company in Arizona.  The AmeriServ Financial,
Inc. customer reach is extensive beyond its primary dominant
market of Cambria and Somerset Counties.  The Bank's mortgage
subsidiary also has retail mortgage operations based in
Greensburg, State College, and Altoona. Standard Mortgage
Corporation (also a subsidiary of the Bank) has mortgage
servicing operations based in Atlanta, Georgia.  AmeriServ
Associates, the consulting subsidiary, has financial services
industry clients that are located in Pennsylvania, Ohio and
Michigan.  AmeriServ Trust and Financial Services, with $1.1
billion of client assets under management, has union investor
clients in Pennsylvania, Ohio, Michigan, West Virginia, and
Indiana. AmeriServ Financial, Inc. trades on the NASDAQ Stock
Exchange under the symbol ASRV (Nasdaq: ASRV).

As previously reported, Fitch Ratings downgraded the ratings for
AmeriServ Financial, Inc., as follows: long-term debt rating to
'BB' from 'BB+' and individual rating to 'C/D' from 'C'. Fitch
has also lowered the long-term deposit rating for ASRV's banking
subsidiary, AmeriServ Financial Bank, to 'BB+' from 'BBB-' and
ASRVB's individual rating to 'C/D' from 'C'. Additionally, Fitch
has downgraded the trust preferred rating for AmeriServ Capital
Trust I to 'B+' from 'BB'. All other ratings for ASRV and its
subsidiaries are removed from Rating Watch Negative where they
were placed on September 23, 2002. The Rating Outlook for all
ratings for ASRV and its subsidiaries has been changed to
Negative.

The rating action reflects Fitch's view that ASRV's liquidity
position, especially at the parent company, has weakened due to
continued lack of earnings momentum. On April 1, 2000, ASRV
(then USBANCORP, Inc.) completed the tax-free spin-off of its
Three Rivers Bank subsidiary. The spin-off was intended to
improve growth prospects and maximize shareholder value of each
entity, with ASRV focusing on leveraging its union affiliation.
However, the spin-off also left ASRV with one less subsidiary
from which to upstream dividends to service its relatively large
$34.5 mln of trust preferred securities. Furthermore, earnings
performance at ASRVB has suffered in recent periods from narrow
margins, increased credit costs due primarily to the commercial
leasing portfolio, and significant prepayments in the mortgage
servicing portfolio at Standard Mortgage Corporation. This,
combined with an above average common dividend, has contributed
to a fairly lean cash position at the parent company level.


AMES DEPARTMENT: Sells POS Computers to Value City for $1-Mill.
---------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates sought
and obtained the Court's permission to sell certain computer
hardware and software to Value City Department Stores Inc.

David H. Lissy, Esq., Ames Senior Vice President and General
Counsel, explains that the Debtors no longer need the point of
sale computer hardware, software and related assets as a result
of the GOB Sales.

The Debtors conducted an auction at the office of Togut, Segal &
Segal LLP on November 25, 2002 at 10:00 a.m. in the hope of
obtaining higher and better offers for the assets.  However, no
bids were received other than Value City's.

Pursuant to the parties' Purchase Agreement, the Debtors will
sell the assets to Value City in exchange for a $1,004,480
purchase price.  Other significant provisions of the Purchase
Agreement are:

A. Assets:

   -- Hardware:

      (a) POS -- IBM 4694 Model 244, quantity of 1300; IBM 4694
                 Model 245, quantity of 110; Wincor Nixdorf
                 Beetle 4M, quantity of 1,000; Siemens Nixdorf
                 Beetle 4L, quantity of 640;

          All terminals to include monitors, printers, customer
          displays, pin pads, scanners, UPS, etc.;

      (b) Server -- Netfinity 5000, quantity of 64;

      (c) IBM workstations (models 6275-20U, 50U, 55U, 56U, 66U
          and 83U), quantity of 128;

      (d) IBM monitors (SVGA, Color 15"), quantity of 160;

      (e) Printers -- Lexmark Laser Model 4059, quantity of 32;
          and

      (f) Cybex commander switch -- PR 2/4, quantity of 32 and
          HP hub 24 port-J2310A, quantity of 64.

      All hardware to include all components, like cables,
      connectors, power cords and related equipment.

   -- Software:

      (a) POS -- all applications, including Kwik price, regular
                 sale processing, layaway functionality, outside
                 charges, online rainchecks, queue busting,
                 store generated coupons, online refunds,
                 associate or senior discounting;

      (b) Interface file conversions;

      (c) Reports;


      (d) Back Office -- All applications, including enrollment
                         applications, inventory/price changes,
                         layaway maintenance, electronic
                         journal, promo price management -- Kwik
                         price, point of receipt, operator
                         authorization, cash office, online
                         credit -- Credsna, background sales,
                         generate sales reports, host input
                         processing, Tlog 20 translator, sales
                         reports, all RF applications; and

      (e) Licensable software developed by Cornell-Mayo
          Associates, as well as the modules developed and owned
          by the Debtors, the maintenance agreement with CMA for
          the CMA software, and all intellectual property rights
          and any and all documentation related to the software
          and software code developed by the Debtors or CMA.

B. Closing:

   The closing of the transactions is to occur on or before
   December 6, 2002, subject to the right of Value City, in its
   absolute discretion, to extend the date of the Closing.

C. Condition of Purchased Assets:

   The Purchased Assets are being sold an "as is, where is"
   basis.  The Debtors make no representation or warranty as to
   the condition, operability, or utility of any of the
   Purchased Assets.

D. Cost of Removal:

   Value City will bear all costs and expenses relating to the
   removal of the Purchased Assets from the Debtors' properties.

Additionally, the Debtors obtained Judge Gerber's consent to
assume and assign the maintenance agreement with CMA to Value
City, as required under the Purchase Agreement.

Mr. Lissy explains that the assumption and assignment of the
Maintenance Agreement to Value City is necessary since
Maintenance Agreement applies only to the hardware and software
that is subject to the Purchase Agreement.  The Maintenance
Agreement also has no independent value.  Mr. Lissy further
relates that the Debtors have been advised by Value City that it
has, by a separate agreement, obtained CMA's consent for the
sale and transfer of the Purchased Assets, including the
Maintenance Agreement. (AMES Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Selling All Assets to Asia Netcom
-------------------------------------------------------
Richard F. Casher, Esq., at Kasowtiz Benson Torres & Friedman
LLP, in New York, informs the Court that immediately prior to
the commencement of its Chapter 11 Case, Asia Global Crossing
Ltd., together with its debtor-affiliates, and Asia Netcom
entered into a Sale Agreement.  Pursuant to the Sale Agreement,
the AGX Debtors propose to transfer, assign and sell to Asia
Netcom substantially all of its assets free and clear of
Encumbrances and assume and assign to Asia Netcom of certain
executory contracts and unexpired leases.  The Asia Netcom
Transaction is subject to approval by this Court and higher or
better offers to be solicited pursuant to certain notice and
bidding procedures.  The Asia Netcom Transaction will provide
the economic underpinnings of the Debtors' plan of
reorganization to be filed in the Chapter 11 Case.

By this Sale Motion, at a hearing requested to be held on
January 20, 2003, the AGX Debtors request entry of an order
approving the terms and conditions of the Sale Agreement, or any
other definitive agreement between the Debtor and the Successful
Bidder that may emerge from an auction process.

The Debtors also ask the Court to authorize the consummation of
the Sale of the Acquired Assets, free and clear of all
Encumbrances, in accordance with the provisions of the Sale
Agreement.  Finally, the Debtors ask the Court to determine that
the Asia Netcom Transaction is exempt from any stamp, transfer,
recording or similar tax as a sale in anticipation of a Chapter
11 plan of reorganization.

Immediately after the GX Debtors notified the AGX Debtors of
their refusal to honor its funding commitment under the GX
Credit Facility that the GX Debtors had made available to the
AGX Debtors in connection with AGX's placement of $408,000,000
Senior Notes in October 2000, AGX began to consider the best way
to preserve the value in its estate.  AGX determined that, in
order to retain the greatest amount of value in its business, it
is in the best interest of its estate to sell the Assets on a
going concern basis.

Consequently, in February 2002, prompted by the GX Debtors'
refusal to honor its funding commitment under the GX Credit
Facility, Mr. Casher relates that AGX engaged Lazard Freres &
Co. LLC to assist it in connection with the restructuring of the
Senior Notes and the potential sale of all or substantially of
its assets, the sale of a controlling interest in the equity of
AGX, the merger or consolidation of AGX with another entity and
other similar transactions.  In the course of its engagement,
Lazard:

   -- conducted detailed due diligence in respect of AGX's
      operations and financial condition;

   -- prepared financial models, projections and restructuring
      alternatives;

   -- prepared and distributed an offering memorandum to nearly
      30 potential financial and strategic investors;

   -- contacted potential investors worldwide and assisted AGX
      during the due diligence phase of the Restructuring
      Process;

   -- negotiated with representatives of the Ad Hoc Committee;

   -- analyzed the investment proposals submitted by various
      potential investors;

   -- assisted AGX's senior management, board of directors and
      outside counsel in addressing various issues implicated by
      the proposals; and

   -- assisted AGX's senior management and board of directors in
      selecting the proposal that offered the highest value for
      AGX's stakeholders.

The Asia Netcom Transaction is the culmination of the
exhaustive, comprehensive, worldwide marketing process that the
AGX Debtors and Lazard have pursued continuously since February
2002.

In consideration of the transfer of the Assets to Asia Netcom:

   -- up to $81,200,000 in cash will be retained by or
      transferred to AGX, subject to certain potential
      adjustments under the Sale Agreement, for distribution to
      its priority and non-priority creditors; and

   -- Asia Netcom will assume certain liabilities of AGX and the
      Acquired Subsidiaries.

Mr. Casher believes that the value of the Assumed Liabilities,
net of cash and receivables to be retained by Asia Netcom, lies
in a range of $277,000,000 to $1,125,000,000.  The low end of
that range assumes that the liability for customer capacity
contracts to be assumed by Asia Netcom is measured by the out-
of-pocket cost of providing the contractually committed capacity
to the customers; the high end of the range assumes that the
liability for the customer capacity contracts is measured by the
face amount of the capacity purchased by the customers.

As a result of the structure of the Asia Netcom Transaction,
AGX's estate will be freed of substantial claims that otherwise
would be asserted against it, including:

   -- NEC Corp. and KDDI Submarine Cable Systems Inc. holds a
      substantial claim against East Asia Crossing Ltd. and AGX
      arising in connection with the construction of East Asia
      Crossing, a 17,900-kilometer undersea cable in East Asia.
      In conjunction with the Asia Netcom Transaction, those
      claims, which total $280,000,000, are being reduced,
      restructured and assumed by Asia Netcom and released as to
      AGX;

   -- Intercompany claims exceeding $600,000,000 that certain
      Subsidiaries hold against AGX will be released in
      connection with the Asia Netcom Transaction; and

   -- $145,000,000 in claims for unactivated capacity arising
      under IRUs purchased by customers are being assumed by
      Asia Netcom and, therefore, will not be asserted against
      AGX's estate.

In short, as a result of the Asia Netcom Transaction,
$81,200,000 in cash will be retained by the Debtors for
distribution to a class of residual general unsecured claims
that will be substantially reduced in size.

According to Mr. Casher, Asia Netcom is an investment vehicle
incorporated in Bermuda that was formed and is wholly-owned by
China Netcom International Limited, which, in turn, is 100%
owned by China Netcom Corporation (Hong Kong) Limited.  Asia
Netcom has been established for the specific purpose of entering
into the Sale Agreement and consummating the Asia Netcom
Transaction.

After execution of the Sale Agreement, CNC will:

   -- provide evidence of its commitment to make an equity
      investment in Asia Netcom of $120,000,000;

   -- provide a commitment letter from The Industrial and
      Commercial Bank of China (Asia) Limited to provide a
      $150,000,000 in debt financing to Asia Netcom; and

   -- execute and deliver to the Debtors a guaranty of payment
      and performance of Asia Netcom's obligations pursuant to
      the Sale Agreement and each Ancillary Agreement executed
      by Asia Netcom, up to a maximum amount of $16,000,000.

CNC has reserved the right to assign part of its equity
commitment to third parties and currently is engaged in
confidential discussions with these parties.

The principal terms of the Asia Netcom Transaction are:

   -- Acquired Assets: The assets to be acquired by Asia Netcom
      include:

       * the Debtors' equity interests in certain direct
         subsidiaries, and the resulting indirect equity
         interests in certain indirect subsidiaries;

       * the Business as a going concern;

       * certain insurance policies held by the Debtors;

       * books and records used by the Debtors in connection
         with the Business;

       * goodwill of the Debtors relating to the Business;

       * the Debtors' intellectual property;

       * claims and causes of action related to the Business and
         pertaining to and inuring to the benefit of the
         Debtors, except those relating to the Excluded Assets,
         the Excluded Liabilities or the rights of the Debtors
         and any Excluded Subsidiary in any claims against any
         of their respective directors or officers;

       * all of the Debtors' rights under all contracts,
         licenses, sales or purchase orders and under all bids
         and offers related to the Business to the extent
         transferable;

       * all of the Debtors' right, title and interest in and to
         all amounts receivable from third parties and all other
         assets, rights and claims used, or intended to be used,
         in the operation of the Business;

       * rights in certain contracts between the AGX Debtors and
         the GX Debtors, to the extent that they are entered
         into prior to the Closing;

       * all right, title and interest of the Debtors in and to
         the Assigned Contracts, and all right, title and
         interest of the Excluded Subsidiaries in and to the
         Assigned Non-Debtor Contracts;

       * all of the AGX Debtors' right, title and interest in
         and to certain proofs of claim filed by AGX against the
         GX Entities; and

       * all of the Debtors' right, title and interest in
         certain specified loan agreements.

      The Acquired Assets will be sold free and clear of any and
      all Encumbrances, except for Permitted Encumbrances;

   -- Excluded Assets: The Sale Agreement specifically sets
      forth in Schedule 2.01(b) the assets of AGX that will not
      be acquired by Asia Netcom.  The Excluded Assets include
      direct and indirect equity ownership interests in certain
      subsidiaries of AGX, including Asia Global Crossing
      Development Co.;

   -- Assumed Liabilities: Asia Netcom will assume and agree to
      pay, perform and discharge the liabilities of the Acquired
      Subsidiaries and the liabilities of the Debtors,
      including:

       * AGX's obligations under certain contracts with the GX
         Debtors to the extent that they are entered prior to
         the Closing and are reasonably acceptable to Asia
         Netcom;

       * the Debtors' liabilities under the Assigned Contracts
         and the Excluded Subsidiaries' liabilities under the
         Assigned Non-Debtor Contracts; and

       * the Debtors' obligations under certain specified
         guarantee agreements;

   -- Excluded Liabilities: The Debtors and the Excluded
      Subsidiaries will retain, and be responsible for paying,
      performing and discharging when due, and Asia Netcom will
      not assume, the liabilities of the Debtors and the
      Excluded Subsidiaries other then the Assumed Liabilities.
      The Excluded Liabilities include the Payables of the
      Debtors and the Excluded Subsidiaries, certain agreements
      and Reorganization Expenses;

   -- Purchase Price: The consideration given by Asia Netcom for
      the Acquired Assets will be $81,200,000 in cash to be
      retained by or transferred to Asia Netcom plus the amount
      of the Assumed Liabilities;

   -- Cash Transfers: If the cash held by the Debtors and the
      Excluded Subsidiaries as of the Closing Date is:

       * less than the Distribution Amount, then cash will be
         transferred to the Debtors:

         a. from the Acquired Subsidiaries; and

         b. from Asia Netcom, to the point that the Seller and
            the Excluded Subsidiaries hold an amount equal to
            the Distribution Amount as of the Closing Date; or

       * greater than the Distribution Amount, the Debtors and
         the Excluded Subsidiaries must transfer to Asia Netcom
         or the Acquired Subsidiaries the amount in excess of
         the Distribution Amount;

   -- Guaranty and Financing: After execution of the Sale
      Agreement, CNC, Asia Netcom's corporate parent, will:

       * execute and deliver to the Debtors a guaranty of
         payment and performance of all obligations of Asia
         Netcom pursuant to the Sale Agreement and each
         Ancillary Agreement executed by Asia Netcom, up to
         $16,000,000;

       * provide a commitment to make a $120,000,000 equity
         investment in Asia Netcom; and

       * provide a commitment letter from the Industrial and
         Commercial Bank of China (Asia) Limited to provide
         $150,000,000 in debt financing to Asia Netcom;

   -- Closing: The closing of the Asia Netcom Transaction will
      take place at 10:00 a.m., Hong Kong time, at the offices
      of Shearman & Sterling, on the fifth Business Day
      following the satisfaction or waiver of the conditions set
      forth in Sections 7.01 and 7.02 of the Sale Agreement;

   -- Releases: As a condition to Closing, the Debtors' primary
      vendors must have agreed to fully release the Debtors and
      the Excluded Subsidiaries from their obligations under the
      Vendor Contracts; and Asia Netcom will deliver releases in
      favor of the Debtors and the Excluded Subsidiaries with
      respect to all Assumed Liabilities.  Asia Netcom will also
      deliver an agreement releasing and discharging on behalf
      of Asia Netcom and the Acquired Subsidiaries each director
      and officer of the Acquired Subsidiaries from all past,
      present and future against these individuals, except for
      fraud and willful misconduct;

   -- Global Crossing: The AGX Debtors will use commercially
      reasonable efforts to:

       * negotiate certain services agreements with the GX
         Debtors;

       * negotiate a reduction of the GX Payables; and

       * prevent any GX Entity from using or licensing the name
         "Asia Global Crossing" for three years after the
         Closing Date.

      If the GC Payables that are acquired are not reduced to
      $0, AGX and Asia Netcom will negotiate in good faith an
      alternative arrangement to achieve a reduction to $0.

   -- Finance Subsidiary: To effectuate the transfer of certain
      intercompany payables and receivables amounts between the
      Debtors and the Excluded Subsidiaries, on one hand, and
      the Acquired Subsidiaries, on the other, the Debtors will
      establish a new subsidiary to which it will transfer the
      receivables from the Acquired Subsidiaries in exchange for
      a note.  After the receipt of the Approval Order and prior
      to the Closing Date, the Debtors will waive the repayment
      of the note by the new subsidiary, and the Acquired
      Subsidiaries will waive the repayment of amounts owed to
      them by the Debtors.  At the Closing, Asia Netcom will
      acquire the new subsidiary and the Acquired Subsidiaries;

   -- Taiwan Subsidiary: Prior to Closing, Asia Netcom will
      irrevocably and unconditionally assign its rights to
      acquire the Taiwan Shares to a third party to be
      identified by Asia Netcom prior to Closing;

   -- Termination: The Sale Agreement may be terminated at any
      time prior to the Closing:

       * by mutual written consent of the Debtors and Asia
         Netcom;

       * by Asia Netcom or the Debtors, if the Closing has not
         occurred by January 31, 2003, provided, that if the
         only unsatisfied condition to Closing is non-receipt of
         any Regulatory Approval, the date is extended to
         March 31, 2003;

       * by either party, if the contemplated transactions are
         prohibited by law or regulation or the contemplated
         transactions would violate any non-appealable Final
         Order of the U.S. Bankruptcy Court, the Bermuda Court
         or a Governmental Authority having competent
         jurisdiction;

       * by Asia Netcom, if certain filing deadlines set forth
         in the Sale Agreement relating to the Debtors' filing,
         and this Court's consideration and approval of, the
         Bidding Procedures Motion and the Sale Motion have not
         been met, and the approval of certain orders by this
         Court and the Bermuda Court by specific dates have not
         occurred;

       * by Asia Netcom:

         a. if the Debtors accept an Acquisition Proposal prior
            to the approval of the Bidding Procedures Order,
            seeks this Court's approval of any Acquisition
            Proposal prior to the approval of the Bidding
            Procedures Order, or after the approval of the
            Bidding Procedures Order, takes action to pursue an
            Acquisition Proposal, other than as permitted by the
            Bidding Procedures Order;

         b. the Debtors enter into an agreement with another
            Person or group with respect to a Acquisition
            Proposal;

         c. the Debtors' board has resolved to do any of the
            foregoing; or

         d. this Court enters an order approving an Acquisition
            Proposal, any sale of the Acquired Assets other than
            to Asia Netcom;

       * by Asia Netcom after:

         a. the dismissal of the Debtors' Chapter 11 case or a
            conversion of the Chapter 11 case to a Chapter 7
            case under the Bankruptcy Code;

         b. the appointment of a trustee or an examiner with
            expanded powers in the Chapter 11 Case, or the
            appointment by the Bermuda Court of a liquidator; or

         c. the Debtors file a plan of reorganization that is
            materially inconsistent with, or would reasonably be
            expected to materially delay, materially adversely
            effect or materially conflict, directly or
            indirectly, with the transactions contemplated or
            the benefits reasonably expected to be gained by
            Asia Netcom under the Sale Agreement;

       * by Asia Netcom or the Debtors, for uncured material
         breaches or defaults of representations and warranties
         or violations of, or inability to satisfy, covenants;
         or

       * by Asia Netcom if a Subsidiary Bankruptcy Case is
         commenced:

         a. under Chapter 7 of the Bankruptcy Code,

         b. with the appointment of a trustee or an examiner
            with expanded powers, or

         c. without specified amendments to the Sale Agreement
            having been made and any Filing Subsidiary having
            become a party to the Sale Agreement;

   -- Fees and Expenses: Except as otherwise specified in the
      Sale Agreement, all costs and expenses, including those of
      counsel, financial advisors and accountants, will be paid
      by the party incurring the costs and expenses, whether or
      not the Closing have occurred.

Mr. Casher contends that the Debtors have ample and sound
business justifications for consummating the Asia Netcom
Transaction or the Alternative Sale Transaction.  Following the
GX Debtors' refusal in December 2001 to honor its funding
commitment under the GX Credit Facility, and in light of the
effective closing of the capital markets to the
telecommunications industry generally, the AGX Debtors lacked
sufficient liquidity, and was unable to obtain third-party
financing, to fund operations beyond the third quarter of 2002.
Although assets sales conducted in the first half of 2002
increased the AGX Debtors' "liquidity runway" through the first
quarter of 2003, it is apparent that, absent a substantial
capital transaction, the Debtors' ability to sustain its
operations on a stand-alone basis dwindles, and soon evaporates,
with time.  Mr. Casher notes that the Debtors have devoted
significant effort to maintain its workforce and the inherent
going concern value associated with its business operations.
However, the Debtors deems it unlikely that its current cash
resources and projected expenditure "run rate" will permit it to
maintain its business operations and its workforce beyond the
first quarter of 2003 without a substantial infusion of fresh
capital.  It is the Debtors' business judgment that, in light of
the liquidity constraints that severely restrict its current
operations, and given the unavailability in the marketplace of
fresh capital to sustain its operations, a going concern sale of
the Assets to a third party is the optimal vehicle for
preserving and maximizing value for the benefit of its
creditors.

Additionally, Mr. Casher points out that in the current
depression besetting the telecommunications industry, delay in
consummating the Asia Netcom Transaction could have extremely
prejudicial and adverse consequences to asset values.

Given these circumstances, Asia Netcom is only willing to
proceed to acquire the Assets if the Sale can be considered and
approved by the Bankruptcy Court expeditiously.  The timing of
this Court's consideration and approval of the Sale is of utmost
importance that Asia Netcom may elect to terminate the Sale
Agreement if the Bidding Procedures Order is not entered by
December 17, 2002, and Asia Netcom may elect to terminate the
Sale Agreement if the Approval Order is not entered by January
31, 2003.  Accordingly, consummating, as expeditiously as
possible, the Asia Netcom Transaction or the Alternative Sale
Transaction, as the case may be, constitutes a proper exercise
of the Debtors' sound business judgment.

The Debtors submit that the Sale of the Acquired Assets will
provide fair and reasonable consideration to its estate.  Mr.
Casher notes that the Debtors negotiated the Sale Agreement with
Asia Netcom only after the conclusion of the extensive,
worldwide Restructuring Process conducted by Lazard, at which
time the Debtors, in consultation with Lazard, determined that,
among the proposals submitted, the Asia Netcom Transaction
constituted the highest and best offer for the Debtors' estate.
Thus, the Assets already have been thoroughly shopped and
marketed by a premier investment banking firm.  The Sale
Agreement represents the culmination of extensive, arm's length
negotiations as to the value of the Asia Netcom Transaction and
reflect a fair and reasonable "floor price." (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.


BCE INC: Completes Bell Canada Purchase for CDN$5 Billion
---------------------------------------------------------
BCE Inc. (NYSE, TSX: BCE) completed the purchase of
approximately 16 per cent in Bell Canada from an affiliate of
SBC Communications Inc. of San Antonio, Texas (SBC) for Cdn
$4.99 billion.

"With 100% ownership of Bell Canada, we can clearly focus on our
future, fully in control of our key asset," said Michael Sabia,
President and CEO of BCE Inc. "That focus will be on simplifying
Bell Canada, driving productivity gains and continuing to
strengthen our balance sheet."

BCE raised the funds required for the payment of the Cdn $4.99
billion from proceeds resulting from the recently completed
public issuance by BCE of common shares and debt securities, the
sale of Bell Canada's directories business, and the issuance
today of Cdn $250 million of BCE common shares to an affiliate
of SBC.

"The success of the initiatives we took to finance the
repurchase of Bell speaks to the overall strength of the
company, and its prospects for the future," concluded Mr. Sabia.

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail, the
leading Canadian daily national newspaper and Sympatico.ca, a
leading Canadian Internet portal. As well, BCE has extensive e-
commerce capabilities provided under the BCE Emergis brand. BCE
shares are listed in Canada, the United States and Europe.


BCE INC: VarTec Telecom Files Fraud Suit re Excel Acquisition
-------------------------------------------------------------
VarTec Telecom, Inc. and VarTec Holding Company announced that
it had filed suit against BCE, Inc., BCE Ventures, Inc. and
William D. Anderson (collectively, "BCE") in Federal District
Court in Dallas, Texas alleging that BCE defrauded VarTec in
connection with VarTec's acquisition of Excel in April 2002.

The Complaint states that BCE and Anderson, the former Chief
Financial Officer of BCE, Inc. and President of BCE Ventures,
Inc., induced VarTec to acquire Excelcom, Inc., Excel
Telecommunications (Canada) Inc., and Telco Communications
Group, Inc. from Teleglobe, Inc. by misrepresenting that
substantial liabilities associated with the transaction would be
assumed by a financially stable entity with full financial
support from and control by BCE. In public and private
statements, BCE repeatedly stated that it was committed to
supporting Teleglobe, financially and otherwise, and that
Teleglobe was an integral piece of BCE's long-term strategic
objectives.

The Complaint further alleges that despite these and other
representations, BCE announced its intention to withdraw all
financial support for Teleglobe on the first business day
following the closing of the transaction, culminating in the
necessity for Teleglobe's insolvency proceedings less than 40
days later. VarTec seeks damages in excess of $250 million.

VarTec is a provider of local and long distance service and is
considered a pioneer in "dial around" long distance service.
VarTec offers services to both residential consumers and small
business customers in the United States and select countries
around the world.

For information concerning this matter contact Melissa Smith,
Vice-President for External Legal Affairs at (214) 424-1505.


BELL CANADA INT'L: Ontario Court Okays Claims ID Process
--------------------------------------------------------
Bell Canada International Inc. ("BCI") announced that the
Ontario Superior Court of Justice approved a Claims
Identification Process for BCI at a hearing held on the morning
of Dec. 2 in Toronto.

At the hearing, the Court also ruled on certain procedural steps
with respect to the class action lawsuit filed by certain former
holders of BCI's 6.75% convertible unsecured subordinated
debentures.  In accordance with an agreement reached between the
parties to this lawsuit, the Court has ordered that this lawsuit
be certified as a class action within the meaning of applicable
legislation.  The certification order does not constitute a
decision on the merits of the class action, and BCI continues to
be of the view that the allegations contained in the lawsuit are
without merit and intends to vigorously defend its position.  As
part of the agreement among the parties, the plaintiffs in the
class action have abandoned their claim for punitive damages
(the statement of claim originating the lawsuit sought CDN$30
million in punitive damages).  The plaintiffs have also agreed
to the dismissal of the class action as against BMO Nesbitt
Burns, Inc., one of the original defendants in the proceeding.

The Claims Identification Process establishes a procedure by
which all claims against BCI will be identified within a
specified period.  This period will begin following the Court's
decision with respect to the certification as a class action of
the lawsuit filed by Mr. Wilfred Shaw, a BCI shareholder, which
certification decision is expected in the first quarter of 2003.
BCI intends to contest the certification of Mr. Shaw's action.

Following the period for the identification of claims, it is
expected that the Court, upon the advice of Ernst & Young Inc.,
the Monitor under BCI's Plan of Arrangement, will make further
orders with respect to the timing, determination and resolution
of the identified claims.

In connection with the Plan of Arrangement, Ernst & Young from
time to time files Monitor's Reports with the Court containing
financial and other information regarding BCI.  Such reports are
public documents and copies may be obtained at the offices of
the Ontario Superior Court of Justice (Commercial List).  The
court file number is 02-CL-4553.  A copying charge will be
payable to the court office.  BCI may also post on its website
at http://www.bci.cacertain relevant documents with respect to
the Plan of Arrangement, such as Monitor's Reports or Court
Orders.

BCI is operating under a court supervised Plan of Arrangement to
dispose of its remaining assets, settle all claims against the
company and make a final distribution to stakeholders.  BCI is a
subsidiary of BCE Inc., Canada's largest communications company.
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF. Visit
our Web site at http://www.bci.ca


BETHLEHEM: Seeks to Set off Mutual Obligations with 3 Customers
---------------------------------------------------------------
Bethlehem Steel Corporation, and its debtor-affiliates want to
set off their mutual obligations with three of their customers:

1. Mid-Continent Coal & Coke Company

   Mid-Continent sells to, and purchases from, the Debtors
   various coke products.  Before the Petition Date, Mid-
   Continent owed the Debtors $1,768,412 for its purchases.
   Meanwhile, the Debtors owed Mid-Continent $1,607,630 for coke
   products.

2. Metal Building Components, L.P.

   Metal Building performs steel processing services for the
   Debtors.  As of the Petition Date, the Debtors owed Metal
   Building $3,793,025 for the steel processing services.  Metal
   Building also buys steel from the Debtors.  As of the
   Petition Date, Metal Building owed $4,438,602 for the steel
   it purchased.

3. Worthington Industries

   Worthington provides goods and services to the Debtors and
   vice versa on an unsecured basis pursuant to the parties'
   prepetition transactions.  Accordingly, the Debtors owed
   Worthington $640,853 while Worthington owed the Debtors
   $2,255,238.

Consequently, Judge Lifland approves three stipulations lifting
the bankruptcy stay so the parties could effect a set-off of
their mutual obligations with each other.  Each set-off leaves a
net balance against the customers, which they promise to pay to
the Debtors:

               Customer              Amount
               --------              ------
               Mid-Continent       $160,782
               Metal Building      $645,577
               Worthington       $1,714,385

(Bethlehem Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BLACK HILLS: Files SEC Form S-4 to Merge with Mallon Resources
--------------------------------------------------------------
Black Hills Corporation (NYSE: BKH) -- with a working capital
deficit of about $316 million at September 30, 2002, and Mallon
Resources Corporation (OTC Bulletin Board: MLRC) announced that
a Form S-4 Registration Statement was filed with the Securities
and Exchange Commission on November 29, 2002, in accordance with
their plan to merge.

Through the merger, Black Hills Acquisition Corp., a wholly-
owned subsidiary of Black Hills Corporation, will merge with and
into Mallon.  Upon consummation of the merger, Mallon will be
the surviving company and a wholly-owned subsidiary of Black
Hills Corporation.  A Merger Agreement was approved by both
companies' Boards of Directors, under which Mallon shareholders
will receive 0.044 of a share of Black Hills for each share of
Mallon.  Completion of the merger, which is subject to customary
conditions, including approval by the shareholders of Mallon, is
expected in the first quarter of 2003.  The total cost of the
transaction is estimated at $52 million, which includes the
$30.5 million acquisition in October 2002 by Black Hills of
Mallon's debt to Aquila Energy Capital Corporation, along with
the settlement of certain outstanding natural gas price hedges.

Black Hills Corporation (http://www.blackhillscorp.com)is a
diverse energy and communications company.  Oil and gas
operations, conducted in nine states with a concentration of
resources in the Rocky Mountain region, are part of the Black
Hills Energy, the integrated energy business unit, which
generates electricity, produces natural gas, oil and coal and
markets energy.  Other business units of Black Hills Corporation
include Black Hills Power, an electric utility serving western
South Dakota, northeastern Wyoming and southeastern Montana; and
Black Hills FiberCom, a broadband communications company
offering bundled telephone, high speed Internet and cable
entertainment services exclusively in western South Dakota.
Mallon Resources Corporation is a Denver, Colorado, based oil
and gas exploration and production company operating primarily
in the San Juan Basin of New Mexico.

Investor Notices

Investors and security holders are advised to read the joint
proxy statement/prospectus in the Registration Statement on Form
S-4 filed with the SEC in connection with the proposed merger.

Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus and other documents filed by
Black Hills and Mallon with the SEC at the SEC's web site at
http://www.sec.gov.  The joint proxy statement/prospectus and
such other documents (relating to Black Hills) may also be
obtained for free from Black Hills by directing such request to:
Black Hills Corporation, P.O. Box 1400, 625 Ninth Street, Rapid
City, South Dakota 57709, Attention: Steven J. Helmers, General
Counsel; telephone: 605-721-2300; email: shelmers@bh-corp.com.
The joint proxy statement/prospectus and such other documents
(relating to Mallon) may also be obtained for free from Mallon
by directing such request to: Mallon Resources Corporation, 999
18th Street, Suite 1700, Denver, Colorado 80202, Attn: Peter H.
Blum, Executive Vice President; telephone: 303-293-2333.


BRICKMAN: S&P Assigns BB- Corporate & Sr. Secured Debt Ratings
--------------------------------------------------------------
Standard & Poor's assigned its 'BB-' corporate credit rating to
The Brickman Group Ltd., a provider of commercial landscape
maintenance, landscape designing and building, and snow removal
services.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured debt rating to the company's proposed $80 million credit
facility, as well as its 'B' rating to Brickman's proposed $150
million senior subordinated notes, which are due 2009 and
offered under Rule 144A with registration rights.

The ratings are based on preliminary documentation and subject
to review once final documentation is received. Proceeds from
the bank loan and subordinated debt will be used to finance
Brickman's leveraged recapitalization.

The outlook is stable.

The rating on the bank facilities is the same as the corporate
credit rating. The facilities comprise a six-year amortizing $50
million secured term loan and a six-year $30 million secured
revolving credit facility. The facilities will be guaranteed by
all of Brickman's subsidiaries and its holding company. The bank
facility is secured by substantially all of the assets of the
company and its subsidiaries. As a result, lenders can expect to
recover more than a typical unsecured creditor in the event of
default or bankruptcy.

Standard & Poor's used its discrete asset value methodology to
evaluate the recovery prospects for Brickman's secured lenders
under a distressed scenario.

Based on this analysis, and assuming a fully drawn revolving
credit facility, Standard & Poor's expects that lenders could
recover about 50% of principal, given the amount of secured debt
versus assets.

"The ratings reflect Brickman's narrow focus, limited financial
flexibility, and high debt leverage pro forma for its
recapitalization," said Standard & Poor's credit analyst Jean C.
Stout. "These factors are somewhat mitigated by the company's
strong position within the highly fragmented commercial
landscape maintenance service market and by favorable industry
growth prospects."

Although Langhorne, Pennsylvania-based Brickman is one of only
two national providers, the company is focused solely on the
U.S. commercial landscape maintenance services market. This
market is highly fragmented, with more than 45,000 regional
competitors, and pricing flexibility is limited. The company's
broad geographic presence and maintenance contracts with diverse
customers somewhat limit the risk from changes in a single
market and provide a stream of recurring revenue. Still, the
company's significant dependence on seasonal migrant workers
under H2B visas is a concern due to uncertainty about future
legislation that could eliminate or restrict this type of labor.

Despite participation in a highly fragmented and competitive
environment, Brickman is expected to maintain credit protection
measures appropriate for the rating.


BRITISH ENERGY: Government Urged To Cancel Bruce Lease
------------------------------------------------------
Ontarians risk electricity blackouts if the Tory government
doesn't quickly cancel the lease of eight Bruce nuclear reactors
to British Energy (BREN). The corporation is teetering on the
verge of bankruptcy and may not be able to meet a 50% planned
production increase in time for next summer's hot weather. And
even if BREN produces the electricity, it can sell it to U.S.
consumers for much more than Ontarians are currently paying. Our
free-trade agreements will prevent us from keeping this
electricity in Ontario. Unless the Tories act now, Ontarians
will lose both a large part of their electricity supply and
billions of dollars in revenue.

BREN is no longer financially viable, as required by its lease.
It is currently negotiating both with the British government to
bail it out and with private corporations who are fighting to
take over the Bruce lease for next to nothing. A distress loan
from the British government and the big profit BREN is making
from the Bruce facility is keeping the corporation afloat for
the moment. BREN was supposed to use the enormous profits from
the Bruce to refurbish the reactors so they could operate
another 25 years. Instead the money is being used to help BREN
stave off bankruptcy.

John Wilson, Ontario Electricity Coalition member, says,
"Ontario is facing big electricity shortages because the
government did nothing for five years while it foolishly waited
for the private sector to build supply. The private sector
behaved as it did in California and built next to nothing
resulting in rising rates. If the Tories don't cancel the Bruce
lease, Ontarians will face blackouts."


CABLE SATISFACTION: Needs More Capital To Finance Operations
------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A), a provider
of fixed alternative direct broadband communications services in
Portugal through its subsidiary Cabovisao, announced its
financial and operating results for the third quarter and nine
months ended September 30, 2002. All amounts are presented in
Canadian dollars unless indicated otherwise.

                         HIGHLIGHTS

- Operating revenues increased 134% to $33.2 million compared to
$14.2 million for the third quarter of 2001. For the first nine
months of 2002, operating revenues of $80.4 million, reflecting
revenue adjustments for the first and second quarters, are up
149% from $32.3 million for the same period of 2001.

- The Company maintained strong growth in revenue generating
units (RGU) with 46,176 net additions to reach 477,423 total
RGUs for residential and business services, a year-over-year
increase of 117% from 220,333 RGUs at the end of the third
quarter of 2001.

- Gross margin percentage improved to 49% and 46% for the third
quarter and first nine months of 2002, respectively, compared to
45% and 41% for the corresponding periods in 2001 presented on
the same basis.

- Blended ARPU(x) increased 48% to $48.11 (euro 31.28) compared
to $32.55 (euro 23.60) for the third quarter of 2001. ARPU for
business services for the third quarter of 2002 is $86.34 (euro
56.14). (x) Blended ARPU is the monthly average revenue per
subscriber connection for all services

                    MANAGEMENT'S COMMENTS

Demand for the Company's services remained strong and RGU growth
was within its target range for the third quarter despite
seasonal factors related to the extended summer holiday period
in Europe. Since the end of the third quarter, the Company has
passed the 500,000 RGU milestone following one of the best
months ever in terms of customer acquisition in October.

"Our 2002 results to date demonstrate clearly that Portugal is
an attractive market with a favourable regulatory environment
and that we are well-positioned through our state-of-the-art
network and competitive bundle of cable television, high-speed
Internet and fixed telephony services," said Jean- Charles
Dagenais, President and Chief Executive Officer of Csii. "The
rapid growth of our operating revenues and margin improvement
since the completion of our national fibre-optic ring in the
first quarter of 2002 show that we are building a sustainable
long-term business."

As a result of the retroactive adoption of new accounting
policies and adjustments to trade receivables in the latest
quarter, Cabovisao is currently in non-compliance with certain
covenants of its senior credit facility. The Company is in
negotiations with its financiers and believes it will obtain
waivers of the non-compliance and an extension of the maturity
date of Cabovisao's secured term loan until January 31, 2003.

              MANAGEMENT'S DISCUSSION AND ANALYSIS

Third Quarter and Nine Months Ended September 30, 2002

These interim consolidated financial statements have been
prepared in accordance with Canadian generally accepted
accounting principles using the same accounting policies as set
out in the notes accompanying the 2001 consolidated financial
statements published in the Company's 2001 Annual Report, except
for changes outlined in the notes to these interim financial
statements.

Among significant adjustments and changes in accounting policies
adopted since the publication of the Company's interim
consolidated financial statements for the second quarter and six
months ended June 30, 2002, are the following:

- The Company has determined that certain adjustments are
required to the interim consolidated financial statements for
the periods ended March 31, 2002 and June 30, 2002, to properly
account for revenues. Such adjustments result in increases of
$1.2 million and $1.4 million, respectively, to the reported net
losses for these periods.

- The Company has adopted retroactively, with restatement of
prior periods presented herein, a new accounting policy for
development costs which comprise mainly sales and marketing
expenses. Under the new policy, described in note 3a to these
interim consolidated financial statements, the Company will
expense most sales and marketing expenses as incurred, thereby
reducing the proportion of such expenses that were capitalized
under the former accounting policy.

- The Company has written-off its net future tax assets due to
uncertainty regarding the realization of tax benefits in future
years, resulting in a non-cash adjustment of $11.6 million in
the third quarter of 2002.

The Company expects to file within the next few weeks audited
interim consolidated financial statements for the nine month
period ended September 30, 2002. Based on extensive
consultations with its auditors in the preparation of the
interim consolidated financial statements published, the Company
is confident that the audited statements for the nine months
ended September 30, 2002 will confirm the results.

                   GOING CONCERN UNCERTAINTY

The interim consolidated financial statements of the Company
have been prepared in accordance with generally accepted
accounting principles in Canada based on a going-concern basis
which presumes the realization of the assets and the discharge
of liabilities in the normal course of business for the
foreseeable future.

The Company is experiencing additional growth-related capital
requirements arising from the funding of network expansion and
the cost of acquiring new subscribers. The Company's ability to
continue as a going concern is dependent upon its ability to
generate positive net income and cash flows in the future, and
on the continued availability of financing.

The Company has a credit facility under which it may draw up to
euro 260 million. The credit facility includes a fully drawn
secured term loan (commonly referred to as the bridge loan) of
euro 100 million that matures on December 31, 2002. On the
maturity date, the credit facility allows the bridge loan to be
converted into secured revolving advances up to euro 260
million, the availability of which is subject to certain
financial covenants and conditions. At this time, uncertainties
remain with regard to the Company's ability to further access
its senior credit facility in January 2003. Given this context,
there is uncertainty regarding the Company's ability to continue
as a going concern.

                    CONSOLIDATED RESULTS

Operating revenues - Operating revenues increased by 134% to
$33.2 million compared to $14.2 million for the third quarter of
2001, reflecting strong subscriber growth during the past 12
months and higher ARPU. Total RGUs increased by 46,176 during
the quarter to reach 477,423 RGUs, an increase of 117% from
220,333 RGUs on September 30, 2001.

Blended ARPU increased 48% to $48.11 (euro 31.28) compared to
$32.55 (euro 23.60) for the same quarter last year. ARPU
increases continued to be driven by the Company's bundling
strategy. For the third quarter of 2002, 18% of new subscribers
purchased three services and 51% chose two services.

For the first nine months of 2002, operating revenues of $80.4
million, reflecting revenue adjustments for the first and second
quarters, are up 149% from $32.3 million for the same period of
2001.

Cable television - Operating revenues from basic cable
television services, including pay TV, were $16.9 million, up
94% from $8.7 million for the third quarter of 2001. This
increase reflects mainly subscriber growth for basic and pay TV
services, as well as a tariff increase of approximately $1.54
(euro 1.00) on basic cable services implemented on May 1, 2002.
The total number of cable TV subscribers rose by 10,257 during
the latest quarter to 219,944, a year-over-year increase of 55%.
The number of pay TV subscribers were up by 3,467 to 53,144
compared to 31,137 last year, an increase of 71%. For the first
nine months, operating revenues were $42.2 million, or 84%
higher than for the same period in 2001.

High-speed Internet - Operating revenues from high-speed
Internet services increased 210% to $6.3 million from $2.0
million for the third quarter of 2001, reflecting mainly a
higher number of subscribers. A monthly tariff increase of
approximately $2.08 (euro 1.35) was implemented effective August
1, 2002. The total number of subscribers rose by 7,718 in the
third quarter to 56,051, a year-over-year increase of 159%. For
the first nine months, operating revenues were $14.5 million, or
244% higher than for the same period in 2001.

Telephony - Operating revenues from telephony services rose 193%
to $10.0 million from $3.4 million for the third quarter of
2001. The total number of subscribers increased by 24,734 to
148,284, a year-over-year increase of 486%. For the first nine
months, operating revenues were $23.7 million, or 357% higher
than the $5.2 million recorded for the same period in 2001.

Business Services - Included in operating revenues and total
RGUs discussed above are business services which accounted for
13,263 RGUs at the end of the third quarter, an increase of 165%
compared to 4,996 business RGUs at the end of 2001. ARPU per
business customer for the third quarter was $86.34 (euro 56.14)
and $83.96 (euro 54.59) for the nine-month period. Sales of
capacity and dark fibre leasing amounted to $374,329 (euro
243,387) for the third quarter and $650,409 (euro 422,893) for
the first nine months.

Direct costs - Direct costs, which consist mainly of programming
costs for basic cable television and pay TV services as well as
interconnection costs related to high-speed Internet and
telephony services, were $17.0 million (51% of operating
revenues) compared to $7.7 million (54% of operating revenues)
for the third quarter of 2001. For the first nine months, direct
costs represented 54% of operating revenues compared to 59% for
the same period in 2001. This improvement reflects the full
activation of Cabovisao's national fibre-optic backbone during
the first quarter of 2002, allowing the company to terminate a
significantly higher proportion of calls on its own network.

Gross margin - Gross margin percentage improved to 49% and 46%
for the third quarter and first nine months of this year,
compared to 45% and 41%, respectively, for the same periods in
2001.

Operating and administrative expenses - Operating and
administrative expenses were $10.9 million (33% of operating
revenues) compared to $7.6 million (54% of operating revenues)
for the third quarter of 2001. For the first nine months, such
expenses were 41% of operating revenues compared to 63% for the
same period in 2001. Furthermore, for the first nine months of
2002, operating and administrative expenses (excluding the $7.8
million bad debt expense incurred in the third quarter of 2002)
increased 61% while operating revenues rose 149%, reflecting the
company's ability to control variable costs while the subscriber
base doubled.

In the third quarter of 2002, the Company adopted retroactively,
with restatement of prior periods presented, a new accounting
policy for development costs which comprise mainly sales and
marketing expenses (see note 3a). The impact of this change is
an increase in operating and administrative expenses of $1.5
million and $6.0 million, respectively, for the third quarter
and first nine months of 2002, and $1.6 million and $4.3
million, respectively, for the third quarter and first nine
months of 2001.

EBITDA - Earnings before interest, taxes, amortization and
depreciation, restructuring and other costs, as well as bad debt
expenses, was $5.3 million compared to negative EBITDA of $1.1
million for the third quarter of 2001. For the first nine
months, EBITDA on this basis was $4.2 million compared to
negative EBITDA of $6.9 million for the same period last year.

Bad debt expense - During the third quarter of 2002, following a
review of all trade receivables, the Company recorded a bad debt
expense of $7.8 million compared to $0.4 million for the same
period in 2001. For the first nine months, bad debt expense was
$9.3 million in 2002 and $1.1 million in 2001.

Restructuring and other charges - During the second quarter of
2002, the Company initiated cost reduction measures, including
the reduction of approximately 30 positions and the
renegotiation of an outsourcing agreement. As a result, a
provision of $1.2 million pre-tax was recorded in the quarter,
mainly related to severance payments.

Depreciation and amortization - Depreciation and amortization
increased to $18.6 million for the third quarter and $37.6
million for the first nine months of 2002, compared to $6.3
million and $16.7 million for the same periods in 2001. These
increases reflect the significant growth in capital assets
during 2001 and the beginning of 2002. As of September 30, 2002,
capital assets were $481.4 million compared to $335.6 million as
of December 31, 2001, net of accumulated depreciation of $74.9
million and $37.5 million, respectively.

Other revenues (expenses) - Other expenses totaled $22.0 million
for the third quarter of 2002 compared to $17.2 million for the
same period in 2001. The increase is due mainly to higher
financial expenses. For the first nine months, other expenses
were $32.9 million compared to $27.1 million for the same period
last year, with the increase also explained by financial
expenses on the bridge facility and senior notes.

Future income taxes - Due to uncertainty regarding the
realization of tax benefits in future years, the Company wrote
off its net future tax assets, resulting in a non-cash charge of
$11.6 million in the third quarter of 2002.

Net loss and net loss per share - Net loss was $54.7 million, or
$0.60 basic and fully diluted per share, compared to $25.1
million, or $0.34 per share, for the third quarter of 2001. For
the first nine months, net loss was $88.5 million, or $0.99 per
share, compared to $49.4 million, or $0.76 per share, for the
same period last year.

             LIQUIDITY AND CAPITAL RESOURCES

Operating activities used cash of $10.7 million for the third
quarter of 2002 compared to $9.6 million in the same period last
year.

Acquisitions of capital assets declined to $38.0 million for the
third quarter of 2002 compared to $58.5 million for the same
period in 2001, reflecting mainly the lower build-out rate of
new homes. As well, in the third quarter last year Cabovisao was
still investing in the construction of its national fibre-optic
ring which was essentially completed at the end of 2001.

Financing activities in the third quarter provided cash of $44.1
million, representing the final draw from the euro 100 million
bridge loan which is part of the Company's senior credit
facility, compared to $66.3 million for the same period last
year. For the first nine months of 2002, financing activities
provided cash of $168.5 million, comprised of the secured term
loan and $46.2 million from an equity issue completed in the
first quarter.

As of September 30, 2002, the Company had cash and cash
equivalents of $9.7 million. The Company is presently in
discussions with its financiers to obtain access to a short-term
liquidity line allowing Cabovisao to finance its operations
until January 31, 2003. Management believes that, based on
progress to date, this provides a sufficient window for the
successful negotiation of a long-term solution to Cabovisao's
financial requirements.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial (HFC) networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services,
high-speed Internet access, telephony and high-speed data
transmission services to homes and businesses in Portugal
through a single network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".

DebtTraders reports that Cable Satisfaction Int'l.'s 12.750%
bonds due 2010 (CSQA10CAR1) are trading between 30 and 32. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CSQA10CAR1
for real-time bond pricing.


CEDAR BRAKES: S&P Cuts Sr. Secured Bond Ratings to BB- from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cedar
Brakes I LLC's $310.0 million senior secured bonds and Cedar
Brakes II LLC's $431.4 million senior secured bonds to 'BB-'
from 'BBB-'. Both ratings remain on CreditWatch with negative
implications.

The rating actions follow the downgrade of El Paso Corp. to 'BB'
from 'BBB', and related downgrade of its senior unsecured rating
to 'BB-' from 'BBB-'. Both Cedar Brakes I and II obtain
electricity from El Paso Merchant Energy L.P. (EPM) under power
purchase agreements (PPAs), which is then sold to Public Service
Electric & Gas Co. (PSE&G; BBB/Stable/A-2). The obligations of
EPM under the PPAs are guaranteed by El Paso Corp. The ratings
on Cedar Brakes I and II are therefore constrained by the
minimum of the senior unsecured rating of either El Paso Corp.,
as the mirror PPA guarantor (senior unsecured rating of 'BB-'),
or PSE&G as the offtaker (implied senior unsecured rating of
'BBB-'). The rating actions on Cedar Brakes I and II are solely
a function of the El Paso rating action. There have been no
other events that have changed our opinion on the structure,
which has operated as designed in the transaction documents.

El Paso formed Cedar Brakes I and II to buy out and monetize
PPAs between PSE&G and certain project companies. Cedar Brakes I
and II obtained the right, title, and interest in long-term PPAs
from those companies and sell electric energy and provide
electric capacity to PSE&G. Cedar Brakes I and II also entered
into other related agreements, an indenture, and related
financing documents, and undertook the transactions contemplated
thereunder; engaged in other activities that are related to or
incidental to the above items; and issued the senior secured
bonds.


CHIVOR SA: Wants Court to Enter Final Decree Order to Close Case
----------------------------------------------------------------
Chivor S.A. E.S.P. asks the U.S. Bankruptcy Court for the
Southern District of New York to enter a final decree closing
its chapter 11 case.

Chivor tells the Court that it has resolved substantially all of
the matters related to the Chapter 11 Case.  Chivor tells the
Court that:

     (a) the Confirmation Order has become final;

     (b) the Prepackaged Plan does not require any deposits;

     (c) all property to be transferred under the Prepackaged
         Plan has been transferred;

     (d) Chivor, as reorganized on the Effective Date, has
         assumed the business and management of the property
         dealt with by the Prepackaged Plan;

     (e) the terms of the Prepackaged Plan have been
         consummated; and

     (f) Chivor has successfully resolved substantially all
         matters related to the Chapter 11 Case.

The Debtor further tells the Court that the U.S. Trustee does
not object to the entry of a final decree order.

The Debtor is a corporation (sociedad anĒnima) and public
services enterprise organized and existing under the laws of the
Republic of Colombia and is the fourth largest electric power
generator in Colombia. The Company, which owns the third largest
hydroelectric power generator station, located in east central
Colombia filed for chapter 11 protection on July 6, 2002. Howard
Seife, Esq. and N. Theodore Zink, Jr., Esq. at Chadbourne &
Parke LLP represent the Debtor in its restructuring efforts. As
of May 30, 2002, the Debtor listed $588,624,000 in assets and
$349,376,000 in debts.


COLE NAT'L: S&P Affirms BB- Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on optical retailer Cole National Group Inc. and
revised its outlook for the rating to negative from stable.

The outlook revision reflects Cole's announcement that it will
restate its historical financial statements since 1998 as a
result of a change in the company's accounting treatment for the
timing of the recognition of revenues earned on the sale of
optical warranties.

Cole had about $275 million of debt outstanding as of Nov. 2,
2002.

"Our negative outlook reflects the uncertainty of whether any
additional accounting issues come to light during the review.
The ratings could be lowered if additional accounting issues
significantly impact the company's credit measures or if the
company fails to obtain an amendment to its credit facility,"
said Standard & Poor's credit analyst Ana Lai. "However, the
outlook could be revised to stable if the impact of the
restatement is not material and operating performance is
sustained."

Cole obtained a waiver through Dec. 31, 2002 from its bank
lenders and is currently negotiating an amendment to its $75
million revolving credit facility. This credit facility was
undrawn for the quarter ended November 2, 2002.

The accounting change has no impact on cash flow and should
reduce earnings for the six months ended Aug. 2, 2002 by about
$800,000 to $1.7 million. Upon the advice of its new auditors,
Cole determined that the up-front payment of optical warranties
should be recognized over the warranty period.


CONTINENTAL AIR: Discloses Pricing of Floating Rate Sec. Notes
--------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) announced the pricing of
an offering of $200 million of Floating Rate Secured Notes due
December 2007, backed with an insurance policy from MBIA
Insurance Corporation and further collateralized by a pool of
spare parts related to Boeing 737 Next Generation, 757, 767 and
777 aircraft. Interest is based on the three-month LIBOR rate
plus 90 basis points.  Using the current LIBOR rate, the company
expects the initial interest rate to be approximately 2.3
percent, excluding insurance fees and other transaction costs.
The company is offering the securities in a private placement to
qualified institutional buyers in the United States pursuant to
Rule 144A under the Securities Act of 1933.  Continental expects
the issuance and delivery of the Notes to occur on Dec. 6, 2002.

Continental intends to use the net proceeds from the offering
for general corporate purposes.

The securities have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

As previously reported, Fitch Ratings lowered the debt rating
for Continental Airlines, Inc. senior unsecured obligations to
'CCC+' from 'B-.' The special facilities bonds are inextricably
linked to the credit rating and strength of Continental
Airlines. The Rating Outlook remains Negative.


CWMBS INC: Fitch Gives BB/B Ratings to Classes B-3 & B-4 Notes
--------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2002-34 classes A-1 through A-16, PO and A-R
(senior certificates, $387,999,183) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($5,600,000) 'AA',
class B-1 ($2,400,000) 'A', class B-2 ($1,800,000) 'BBB', class
B-3 ($800,000) 'BB' and class B-4 ($600,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 3%
subordination provided by the 1.40% class M, 0.60% class B-1,
0.45% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-
5 (which is not rated by Fitch). Classes M, B-1, B-2, B-3, and
B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively,
based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Countrywide Home Loans
Servicing LP (Countrywide Servicing), a direct wholly owned
subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate
mortgage loans, secured by first liens on one- to four-family
residential properties. As of the closing date (Nov. 29, 2002),
the mortgage pool demonstrates an approximate weighted-average
original loan-to-value ratio (OLTV) of 68.82%. Approximately
29.79% of the loans were originated under a reduced
documentation program. Cash-out refinance loans represent 20.76%
of the mortgage pool and second homes 1.55%. The average loan
balance is $451,545. The three states that represent the largest
portion of mortgage loans are California (54.21%), New Jersey
(4.17%) and Maryland (3.75%).

Approximately 99.27% and 0.73% of the mortgage loans as of the
closing date were originated under CHL's Standard Underwriting
Guidelines and Expanded Underwriting Guidelines, respectively.
Mortgage loans underwritten pursuant to the Expanded
Underwriting Guidelines may have higher loan-to-value ratios,
higher loan amounts, higher debt-to-income ratios and different
documentation requirements than those associated with the
Standard Underwriting Guidelines. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

The collateral characteristics provided are based off the
mortgage loans as of the closing date. Fitch ensures that the
deposits of subsequent loans conform to representations made by
Countrywide Home Loans, Inc.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund
as multiple real estate mortgage investment conduits (REMICs).


EFA GROUP: Has Until January 13, 2003 To File Proposal Under BIA
----------------------------------------------------------------
Basis100 Inc. (BAS: TSX), a leading technology solution provider
for the financial services industry, announced its wholly owned
subsidiaries, EFA International Inc. and EFA Software Services
Ltd., (the EFA Group) have received an extension of the deadline
to file a formal proposal under the Bankruptcy and Insolvency
Act of Canada. The revised deadline is January 13, 2003.

As previously disclosed, the EFA Group has been exploring
opportunities to sell its assets, including interests in two
offshore subsidiaries, to interested parties. Formal bids for
the assets of the EFA Group have now been received by the
trustee, Deloitte & Touche. These bids will be reviewed and, as
part of the review process, conditions attached to the bids will
be evaluated. The trustee expects to complete the sale prior to
year-end.

                    About Basis100

Basis100 Inc. is a global technology solutions provider, which
enables businesses to build, distribute, buy and sell products
and services in more efficient and innovative ways. Basis100's
lines of business include: Lending Solutions for consumer
credit, mortgage origination and processing; Data Warehousing
and Analytics Solutions for automated property valuations,
property data-warehousing, data products and analytics support;
and Capital Markets Solutions for over-the-counter (OTC)
trading, facilitating single and multi-dealer to client
institutional trading for debt and other OTC securities.


EL PASO: S&P Hatchets Long-Term Corporate Credit Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on energy company El Paso Corp. and its
subsidiaries to 'BB' from 'BBB'.

Standard & Poor's also lowered its senior unsecured debt rating
at the pipeline operating companies to 'BB' from 'BBB' and the
senior unsecured rating on El Paso to 'BB-' from 'BBB-',
reflecting structural subordination relative to the operating
companies. All commercial paper ratings were withdrawn. All
ratings on El Paso and its subsidiaries remain on CreditWatch
with negative implications, where they were placed
September 23, 2002.

Houston, Texas-based El Paso, North America's biggest natural
gas pipeline operator, has about $17 billion in debt.

"The downgrade for El Paso and its subsidiaries reflects the
decline in the company's liquidity position due to its need to
draw down $1.5 billion from its $3 billion 364-day credit
facility to post cash or other collateral to satisfy certain
existing contractual obligations, resultant increases in debt
leverage which is already excessive, and the paramount
importance of executing planned strategic initiatives to arrest
the company's weakened credit quality," said Standard & Poor's
credit analyst William Ferara.

Of concern is the expectation that cash flow (expected at about
$2.8 billion for 2003) will continue to be inadequate to meet
capital spending ($3 billion) and dividend requirements ($500
million) in 2003. As such, executing planned asset sales
(targeted at $2 billion in 2003) will be necessary to meet debt
maturities of about $1.8 billion (including the $1 billion of El
Paso-guaranteed Limestone Electron notes) in 2003. Nonetheless,
even greater challenges exist for 2004 when the company will
need to satisfy about $3.5 billion of debt maturities (assuming
the $1.5 billion outstanding under the $3 billion credit
facility maturing May 2003 remains unchanged and is termed out
for one year). El Paso's ability to refinance these maturities
is highly dependent on regaining timely access to the volatile
capital markets. Absent this access, the firm may be forced to
sell more assets and restrict discretionary spending.

El Paso has formed Travis Energy Services L.L.C. in an effort to
liquidate the company's energy trading book. Success in
eliminating the firm's energy trading exposure may free up cash
collateral and parental guarantees. The effect on El Paso's
credit profile from exiting trading depends on the duration and
the ultimate cost of selling its positions, as well as El Paso's
asset and equity contribution into Travis and Travis' final
structural and legal architecture.

Resolution of the CreditWatch listing will depend on greater
clarity regarding the FERC's ongoing investigation into market
manipulation in California. Current ratings assume resolution of
the FERC matter in a manner that is credit neutral to El Paso.

DebtTraders reports that El Paso Energy Corp.'s 6.875% bonds due
2005 (EP05USR1) are trading at 73 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP05USR1for
real-time bond pricing.


ENCOMPASS SERVICES: Wants to Pay Prepetition Tax Obligations
------------------------------------------------------------
Normally, Encompass Services Corporation and it debtor-
affiliates accrue use taxes on certain purchases from their
suppliers and collect sales taxes from some of their customers
on behalf of various state and local taxing authorities.  On a
monthly basis, the Debtors have $3,500,000 average obligation
for these sales and use taxes.  Due to certain payments made on
November 15, 2002, the Debtors believe that there are no accrued
but unpaid sales and use tax obligations outstanding.  However,
there may be accrued obligations existing as a result of sales
and use tax payments that have not cleared the banks as of the
Petition Date.

Thus, the Debtors seek Judge Greendyke's permission to pay any
prepetition sales and use tax obligations.  To the extent any
checks for the payment of the taxes have not cleared their banks
as of the Petition Date, the Debtors ask the Court to authorize
that particular bank to honor the checks.  The Debtors also seek
the Court's authority to issue replacement checks or provide for
other means of payment to the taxing authorities, as may be
necessary to pay all outstanding prepetition sales and use tax
obligations.

Lydia T. Protopapas, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, reminds the Court that sales and use taxes, as
well as federal excise and gross receipts taxes, are afforded
priority status under Section 507(a)(8) of the Bankruptcy Code.
As priority claims, these tax obligations must be paid in full
before any of the Debtors' general unsecured obligations may be
satisfied.  Therefore, the payment of these taxes will not
prejudice the rights of general unsecured creditors. (Encompass
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON: Court Allows Settlement & Amendment Pact with Burlington
---------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that EOGI China Company, an indirect non-debtor
subsidiary of Enron Corp., is into the exploration and
production of hydrocarbons.  On June 15, 2001, Enron, EOGI,
Burlington Resources Inc. and Burlington Resources Limited
entered into a purchase and sale agreement.  Pursuant to the
Purchase and Sale Agreement, Enron agreed to cause EOGI to sell
its interests in securities in Enron Oil and Gas China Ltd., a
subsidiary of Enron, including EOGI's interests in Petroleum
Contract and related documents to BRL.

The salient terms of the Purchase and Sale Agreement are:

   (a) an initial payment of $2,000,000;

   (b) a Contingency Payment of $2,000,000 due to the execution
       of a definitive Gas Sale Agreement;

   (c) a Contingency Payment of $2,000,000 due upon approval of
       the first Overall Development Plan;

   (d) a Contingency Payment of $5,000,000 due on production
       equal to or greater than 50,000,000 cubic feet -- First
       Production Milestone Payment;

   (e) a Contingency Payment of $5,000,000 due on the production
       equal to or greater than 100,000,000 cubic feet -- Second
       Production Milestone Payment; and

   (f) a Contingency Payment of $5,000,000 due on production
       equal to or greater than 150,000,000 cubic feet.

Enron also redeployed capital invested in a portion of its
international assets to support certain representations and
warranties made in the Purchase and Sale Agreement.  Ms. Gray
reports that BRL satisfied the first Contingency Payment on
April 18, 2002 by executing the Gas Sales Agreement.

Since the Petition Date, Ms. Gray informs Judge Gonzalez, Enron
has conducted a review of its operations and has determined in
the exercise of its business judgment to amend the Purchase and
Sale Agreement to allow for BRP's prepayment of the remaining
Contingency Payments through the execution of a Settlement and
Amendment Agreement.

Pursuant to the Settlement and Amendment Agreement, the Parties
agree that BRL will buy back the Remaining Contingency Payments
for $5,460,000 based on:

   (a) Enron's opportunity to accelerate cash flows in 2002; and

   (b) the increased risk factor of receiving the Remaining
       Contingency Payments as a result of:

       -- two workovers Burlington performed, which negatively
          impacted interpretation of pertinent reservoir
          quality;

       -- lack of progression relating to Overall Development
          Plan negotiations, which are necessary before any
          infrastructure or well development takes place; and

       -- decreased likelihood that completion of the necessary
          infrastructure or the drilling of a sufficient number
          of wells necessary for the achievement of the
          production milestone will take place in the near
          future.

Enron believes that if BRL does not repurchase the right to the
Remaining Contingency Payments, EOGI may risk losing $3,460,000
reflecting the value of the Amendment Payment of $5,460,000
minus the $2,00,000 balance due from the Gas Sales Component.
Thus, the Settlement and Amendment Agreement will realize the
maximum value available under the Purchase and Sale Agreement
under the circumstances.

Accordingly, Enron asks the Court to approve the execution,
delivery and performance of the Settlement and Amendment
Agreement pursuant to Section 363 of the Bankruptcy Code and
Bankruptcy Rule 9019.

Ms. Gray contends that the Settlement and Amendment Agreement is
warranted because:

   (a) it will resolve all issues related to the Purchase and
       Sale Agreement without any litigation and additional
       unnecessary cost to the estate;

   (b) it realizes the value of the Purchase and Sale Agreement
       for EOGI; and

   (c) enables Enron to eliminate or avoid associated price
       risks, hedging costs, operational risks, potential
       litigation and any rejection damages Burlington might
       claim in connection with a forced rejection of the
       Purchase and Sale Agreement.

                     *     *     *

Judge Gonzalez granted the relief requested in the motion in all
respects on November 21, 2002. (Enron Bankruptcy News, Issue No.
50; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 7.875% bonds due 2003
(ENRN03USR2) are trading between 13.5 and 14. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR2
for real-time bond pricing.


EQUUS CAPITAL: Fitch Puts Ratings on Class A-2 & B on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-2 and B notes issued by Equus Capital Funding Ltd., an
arbitrage CBO transaction, on CreditWatch with negative
implications. At the same time, the rating on the class C notes
is affirmed. Concurrently, the rating on the class A-1 notes is
affirmed based on a financial guarantee insurance policy issued
by MBIA Insurance Corp. The ratings on the class A-2, B, and C
notes were previously lowered on July 16, 2002 and on Feb. 20,
2002.

The CreditWatch placements on the ratings assigned to the class
A-2 and B notes reflect factors that have negatively affected
the credit enhancement available to support the rated notes
since the previous rating action in July 2002. These factors
include par erosion of the collateral pool securing the rated
notes, deterioration in the credit quality of the performing
assets within the pool, and a decline in the weighted average
coupon generated by the performing assets.

Standard & Poor's notes that $46 million (or approximately 21%)
of the assets currently in the collateral pool come from
obligors rated 'D' or 'SD' by Standard & Poor's. As a result of
asset defaults and credit risk sales at distressed prices, the
overcollateralization ratios for the transaction have
deteriorated since the transaction was originated. As of the
Nov. 1, 2002 monthly report, all three of the transaction's
overcollateralization ratio tests are failing: the class A
overcollateralization ratio test is failing with a current ratio
of 106.51%, versus the minimum required 128% and an effective
date ratio of approximately 135%; the class B
overcollateralization ratio test is failing with a current ratio
of 96.46%, versus the minimum required 118.75% and an effective
date ratio of approximately 123%; and the class C
overcollateralization ratio test is failing with a current ratio
of 93.31%, versus the minimum required 102% and an effective
date ratio of approximately 119%.

The credit quality of the collateral pool has also deteriorated
since the transaction was originated. Currently, $14.75 million
(or approximately 8.75%) of the performing assets in the
collateral pool come from obligors with ratings on CreditWatch
with negative implications, and $13.4 million (or approximately
8%) of the performing assets come from obligors with ratings in
the 'CCC' range.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Equus Capital Funding Ltd. to determine
the level of future defaults the rated tranches can withstand
under various stressed default timing and interest rate
scenarios while still paying all of the interest and principal
due on the notes. The results of these cash flow runs will be
compared with the projected default performance of the
performing assets in the collateral pool to determine whether
the ratings assigned to the class A-2 and B notes remain
consistent with the credit enhancement available.

          RATINGS PLACED ON CREDITWATCH NEGATIVE

               Equus Capital Funding Ltd.

                     Rating
    Class   To                From      Balance (Mil. $)
    A-2     BB+/Watch Neg     BB+       85.69
    B       CCC-/Watch Neg    CCC-      17.85

                      RATINGS AFFIRMED

               Equus Capital Funding Ltd.

            Class   Rating   Balance (Mil. $)
             A-1     AAA      85.69
             C       CC       6.405


ERS ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ERS Enterprises Inc.
        dba Merlot Bar & Grill
        48 W. 63rd St.
        New York, NY 10023

Bankruptcy Case No.: 02-16007

Chapter 11 Petition Date: December 2, 2002

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese
                   & Gluck P.C.
                  1345 Avenue of the Americas
                  31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050

Total Assets: $2,605,064

Total Debts: $1,934,107

Debtor's 3 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Irving Sturm                                        $1,235,708
145 W. 57th St., #35G
New York, NY 10023

1650 Broadway Associates, Inc.                        $348,099
1650 Broadway
New York, NY 10019

Empire Holdings LLC                                    Unknown


ESTATION NETWORK: Financial Loss Narrows in Third Quarter 2002
--------------------------------------------------------------
eStation Network Services, Inc., (CDNX:YST), released its
quarterly financial statements for the period ended September
30, 2002. (All amounts are in Canadian dollars)

eStation reported revenues for the third quarter of 2002 of $1.8
million compared to $1.2 million for the same quarter in fiscal
2001 and $1.5 million for the second quarter of fiscal 2002, an
increase of 50% and 20%, respectively. General and
administrative expenses for the third quarter of fiscal 2002
were $305,000, a decrease of $552,000 from the same quarter in
fiscal 2001. The loss for the third quarter of 2002 before
depreciation and amortization and interest was $88,000, a
decrease of $1,058,000 as compared to the third quarter of 2001.
The Company's lease obligation with its principal lender has
been presented as a current liability as at September 30, 2002,
as the Company is in default of certain covenants with respect
to the lease.

                      About eStation

eStation (CDNX:YST) offers turnkey ATM solutions to major retail
and hospitality chains. eStation leverages innovative technology
to generate multiple revenue streams through strategic corporate
partnerships while providing consumers with convenient access to
products and services by leveraging the Internet. Retailers and
service providers can utilize eStation's ATM solutions to target
consumers with on-screen advertising and in- store coupons and
promotions.


FEDERAL-MOGUL: Turning to AlixPartners for Financial Advice
-----------------------------------------------------------
Federal-Mogul Corporation and it debtor-affiliates seek the
Court's authority to employ AlixPartners, LLC as their financial
advisors nunc pro tunc to November 18, 2002, in lieu of the
former Business Recovery Services unit of PricewaterhouseCoopers
LLP.

James O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., relates that following the sale of PwC's Business Recovery
Services unit to FTI Consulting, Inc., the Court has been
tentative in ruling on the Debtors' application to re-employ FTI
as financial advisors.  As a result, the Debtors decided not to
pursue on the FTI application anymore.

Mr. O'Neill tells Judge Newsome that AlixPartners and its
affiliated entities possess considerable experience in providing
financial advisory services with respect to large and complex
Chapter 11 cases on behalf of debtors, committees, and secured
and unsecured creditor constituencies throughout the United
States.  The firm also has extensive experience providing
financial advisory services for corporations and their
affiliates located throughout Europe and Latin America.  Mr.
O'Neill believes that AlixPartners' services will help the
Debtors maximize the value of their estates and reorganize
successfully. The Debtors do not, at present, possess sufficient
in-house expertise or manpower to perform the services they
require AlixPartners to perform in a cost-effective or timely
manner.

The Debtors anticipate AlixPartners to assist:

   (a) in developing one or more financial models that will
       enable the Debtors to better predict their future cash
       flows as well as to model the impact of a number of
       restructuring alternatives under consideration, including
       the operational changes to their businesses;

   (b) in managing the administrative details of their
       reorganization process and in the progress of their
       Chapter 11 cases, including working and coordinating with
       the efforts of other professionals representing various
       stakeholders of the Debtors;

   (c) in obtaining and presenting the information required by
       parties-in-interest including, but not limited to,
       official committees, the Legal Representative for Future
       Claimants, the secured lenders and the U.S. Bankruptcy
       Court for the District of Delaware itself;

   (d) in the evaluation and preparation of a matrix of
       intercompany claims, the performance of cost/benefit
       analyses with respect to the Debtors' executory contracts
       and unexpired leases, and in obtaining and evaluating
       information with respect to unreconciled reclamation
       demands against the Debtors;

   (e) in evaluating potential preference and other avoidance
       actions;

   (f) Rothschild, Inc., in their capacity as the Debtors'
       financial advisors and investment bankers, in obtaining
       and compiling information that is needed to enable
       Rothschild to perform its duties in formulating,
       analyzing, and implementing various options for
       restructuring and reorganizing the Debtors' businesses;
       and

   (g) in matters as may be requested.

Compared to the Rothschild Engagement, Mr. O'Neill explains that
AlixPartners' services would be more in the nature of
information gathering and processing, as well as providing
assistance to the Debtors in responding to the numerous
inquiries of parties-in-interest on an as-requested basis.

The Debtors propose to compensate AlixPartners for its services
in accordance with the firm's discounted hourly rates plus
reimbursement of actual necessary expenses.  The firm's
discounted hourly rates are:

          Principals                    $500 - 590
          Senior Associates              400
          Associates                     350
          Accountants & Consultants      240
          Analysts                       170

Robert J. Rock, a principal of AlixPartners, assures the Court
that his firm does not hold any interest adverse to the Debtors
and their estates.  AlixPartners is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
However, due to the large number of parties-in-interest in these
cases and the corresponding size of the conflicts search, Mr.
Rock admits that they have been unable to complete a
comprehensive search of its conflicts check system.  Mr. Rock
promises that the firm will supplement its disclosures with
respect to potential conflicts in these cases. (Federal-Mogul
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GE CAPITAL: Fitch Downgrades Certain FFCA Franchise Transactions
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on certain
FFCA franchise loan securitization transactions serviced by GE
Capital Franchise Finance (GECFF). By way of acquisition in mid-
2001, FFCA is now known as GE Capital Franchise Finance (GECFF).

FFCA Secured Franchise Loan Trust Certificates, series 1998-1

   --class D downgraded to 'BB' from 'BBB';
   --class A affirmed at 'AAA'
   --class B affirmed at 'AA';
   --class C affirmed at 'A';
   --Classes B, C and D are removed from Rating Watch Negative.

FFCA Secured Franchise Loan Trust Certificates, series 1999-2

   --class A-1-A downgraded to 'A' from 'AAA';
   --class A-1-B downgraded to 'A' from 'AAA';
   --class A-2 downgraded to 'A' from 'AAA';
   --class B downgraded to 'BBB' from 'AA';
   --class C downgraded to 'BB+' from 'A+';
   --class D downgraded to 'BB' from 'A';
   --class E downgraded to 'B' from 'BBB+';
   --All the above classes remain on Rating Watch Negative.

FFCA Secured Franchise Loan Trust Certificates, series 2000-1

   --class B downgraded to 'BBB-' from 'AA-';
   --class C downgraded to 'BB-' from 'A-';
   --class D downgraded to 'B' from 'BBB';
   --class E downgraded to 'CCC' from 'BBB-';
   --All the above classes remain on Rating Watch Negative.

As of the November 2002 reporting date, the 1998-1 transaction
has experienced cumulative defaults of $39 million or 11.6% of
original principal balance (OPB). Currently defaulted collateral
is at $22.3 million, primarily due to the E-Z Serve default.
Outstanding advances on the entire trust are at approximately
$1.4 million. It should be noted that classes E, F, and OTC were
not rated by Fitch.

With cumulative defaults of $160 million or 23.5% of OPB, the
1999-2 securitization has experienced the most stress out of all
GECFF's deals in terms of the number of borrowers in default and
level of impaired collateral (in both percentage and absolute
dollar terms). The E-Z Serve exposure represents $28.8 million
of the subject pool. Currently defaulted collateral is at $139
million (24%) due primarily to the E-Z Serve default.
Outstanding advances on the entire trust are at approximately
$14.1 million. The preceding was based on data as of the
November 2002 reporting date. It should be noted that classes F,
G, H and OTC were not rated by Fitch. The class A-1-C
certificates are fully insured by MBIA, but the classes A-1-A
and A-2 certificates have only a partial MBIA guarantee.

The 2000-1 securitization has experienced a high level of
defaults at a very early stage of its life. As of the November
2002 reporting date, cumulative defaults were at $66 million or
16.2% of OPB. The E-Z Serve exposure represents $53 million or
13.7%. Currently defaulted collateral is at $65.6 million (17%)
due primarily to the E-Z Serve default. Outstanding advances on
the entire trust are at approximately $4.1 million. It should be
noted that classes F, G, H and J were not rated by Fitch. The
class A certificates are insured by MBIA.

As noted in Fitch Ratings Q3 Franchise Index, poor performance
within the convenience and gas (C&G) sector has caused weakness
in GECFF's franchise ABS performance. For the three subject
pools in particular, the bankruptcies of several large C&G
borrower relationships (Swifty Serve Corp./E-Z Serve Convenience
Stores, Inc., and Clark Retail Enterprises, Inc.) has
exacerbated the overall level of impaired assets within each
pool. Fitch placed certain classes of the subject transactions
on Rating Watch Negative in early September due mainly to the E-
Z Serve default. E-Z Serve has since filed for bankruptcy and
recent discussions with GECFF as servicer have allowed Fitch to
update its assessment. It is anticipated that an accelerated
divestiture of all E-Z Serve properties will occur via a sealed
bid sales process. Accordingly, Fitch has assessed the range of
potential impact of this occurrence in addition to expected
resolutions of other impaired borrowers within the subject
pools.

It should be noted that the current rating actions are without
regard to the potential impact associated with the recent
bankruptcy status of Clark Retail Enterprises, Inc. (CRE). CRE
(which filed for bankruptcy protection in mid-October) is a
significant borrower relationship in several GECFF
securitizations. As of recent, the borrower and its creditors
are in the process of developing a viable workout solution.
Fitch continues to monitor the CRE bankruptcy, as well as
overall pool performance to maintain an appropriate assessment
of credit risk.

Noteworthy also, is the potential for recovery under
environmental insurance policies, written by American
International Group Inc. (AIG), that were intended to provide
for claims payment in the event a property was determined to be
both in monetary default of its loan documents as well as
environmentally impaired. Typical AIG policies were written to
cover either; (1) the lower of loan balance outstanding or the
cost or remediation, or (2) the loan balance. GECFF has
acknowledged that 70% to 90% of the defaulted loans also suffer
from a 'pollution condition' and that GECFF has, or plans to,
file claims under the accompanying AIG policies. Given that
Fitch did not assume any particular value to the policies under
its original assumptions, and further, that Fitch believes there
is a high likelihood of dispute of claims or delay in payment of
any claim proceeds, the actions Fitch takes today do not reflect
any assumed benefit from the policies. If, in the future,
material recoveries from filed claims are received, Fitch will,
as a matter of course, reassess the subject transactions based
upon these collections.


GENESEE: Adjusts Value of $4MM Note Receivable From High Falls
--------------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) has updated its estimate of
the value of the $4 million note receivable from High Falls
Brewing Company LLC, reducing the amount recorded for the note
on the Corporation's Statement of Net Assets in Liquidation to
$2.8 million. Prior to this adjustment, the note receivable from
High Falls was recorded at $3.7 million.  The $900,000 reduction
reflects management's current estimate of the value of the note
based on the fair market value of publicly traded debt
instruments of similar quality.  After giving effect to this
adjustment, the Corporation estimates that net assets in
liquidation at October 26, 2002 are $15.2 million, or $9.10 per
share, compared to the $16.1 million in net assets in
liquidation, or $9.64 per share, that was previously reported.

The Corporation has begun discussions with High Falls regarding
the terms of a possible restructuring of the High Falls note
after being notified by High Falls that it will not be able to
make the $1 million principal payment due on December 15, 2002.
High Falls has indicated that it expects to make the $120,000
interest payment that is due on December 15, 2002.  The
Corporation does not expect to make any further announcements
regarding the status of the High Falls note prior to the
completion of its discussions with High Falls regarding a
possible restructuring.

As reported in the November 19 issue of the Troubled Company
Reporter, Genesee Corporation has just substantially completed
the liquidation phase of its plan, divesting its brewing,
equipment leasing and foods businesses and its real estate
assets. The Corporation's shareholders have adopted a Plan of
Liquidation and Dissolution in October 2000.


GENTEK INC: Seeks to Retain Bayard as Special Counsel
-----------------------------------------------------
GenTek Inc. asks the Court for authority to employ The Bayard
Firm as its special counsel, nunc pro tunc to October 17, 2002.

GenTek seeks to retain Bayard to alleviate potential conflicts
of interest with the other Debtors, Matthew R. Friel, GenTek's
Chief Financial Officer, explains.  Given the ownership and
complex corporate structure of the Debtors, and the
interconnection of their multi-company business enterprises,
centralized cash management systems and shared financing
arrangements with third parties, GenTek holds intercompany
claims against and or equity interests in the other Debtors.
There is also a potential conflict of interest between GenTek
and the other Debtors including Noma Company, as a result of
Bank of Nova Scotia's assignment to GenTek of certain secured
claims -- and related security rights -- against Noma Company.

In addition, GenTek wants to employ Bayard because of its
extensive general experience and knowledge, and in particular,
its expertise in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy
Code. The firm also has formidable expertise, experience and
knowledge practicing before the Delaware Bankruptcy Court.
Bayard's proximity to the Court also enables it to respond
quickly to emergency hearings and other emergency matters.

GenTek anticipates Bayard to render these services:

   (a) Providing services and advice to, and representing GenTek
       in connection with status, treatment and disposition of
       inter-Debtor claims asserted by or against GenTek;

   (b) Providing services and advice to, and representing GenTek
       in connection with situations, transactions, litigations
       and other circumstances posing any apparent, potential or
       actual conflict of interest between GenTek and any other
       Debtor, without limitation, any inter-Debtor,
       intercompany or third-party funding, financing and
       adequate protection arrangements and facilities;

   (c) Providing services and advice to, representing, and as
       as appropriate assisting the General Bankruptcy Counsel
       and other Special Counsel representing, GenTek in
       connection with the drafting a disclosure statement to
       accompany a plan of reorganization;

   (d) Formulating, negotiating, confirming and consummating a
       plan or plans of reorganization in connection with any
       contemplated sales or acquisitions of assets and business
       combinations -- including negotiating asset, stock
       purchase, merger or joint venture agreements, evaluating
       competing offers, drafting and negotiating appropriate
       corporate documents with respect to the proposed
       transactions -- and consulting GenTek in connection with
       the closing of those transactions;

   (e) Attending meetings and participating in negotiations with
       respect to the proposed transactions;

   (f) Appearing before this Court, any district, appellate,
       state or foreign courts and the U.S. Trustee with respect
       to matters related to GenTek's Chapter 11 case; and

   (g) Performing all other necessary legal services and
       providing all other necessary legal advice to GenTek in
       connection with the matters related to its Chapter 11
       case.

GenTek intends to recompense Bayard for its services in
accordance with the firm's customary hourly rates.  GenTek also
will reimburse Bayard for its actual necessary expenses.

Bayard's hourly rates range from:

            Hourly Rate      Professional
            -----------      ------------
            $350 to 475      directors
             180 to 325      associates
              80 to 130      paralegals & assistants

The principal attorneys and paralegals proposed to represent
GenTek and their respective hourly rates are:

        Professional                       Rate
        ------------                       ----
        Neil B. Glassman               $475 per hour
        Charlene D. Davis               425 per hour
        Eric M. Sutty                   250 per hour
        Steven G. Weiler (paralegal)    125 per hour

Mr. Glassman, director of Bayard, attests that his firm does not
have any connection with or any interest adverse to GenTek, the
other Debtors, their creditors, or any other party in interest,
or their respective attorneys or accountants.  Mr. Glassman,
however, discloses that certain parties-in-interest have been or
are current clients of Bayard in matters unrelated to the
Debtors' Chapter 11 cases:

A. Parent/U.S. Subsidiaries: General Chemical Corporation;

B. Professionals Representing the Debtors: Baker & Hostetler;
   Butzel Long, P.C.; Ernst & Young; Eastman & Smith;

C. Investment Bankers/Secured Lenders: Chase Manhattan
   Bank/CIGNA; Bankers Trust Company; Chase Manhattan Bank of
   Canada; Chase Manhattan Bank USA, N.A.; Bankers Trust
   Company, as Administrative Agent; Bank of Nova Scotia; Silver
   Oak LLC & AG Capital Funding, L.P.; Apex, Inc.; Bank One;
   Conseco Financing Servicing Corp.; Bank One, NA; Bank One
   Corporation; Citadel Investment Group, LLC; Comerica Bank;
   Oppenheimer Paterson Assoc., L.P. & East Point Assoc.; Mellon
   Bank, as Agent; Credit Agricole Indosuez; Halcyon Partners;
   Mellon Bank of Delaware; Bankers Trust Company; Bankers Trust
   Company, as Administrative Agent;

D. Insurance Carriers: National Union Fire Insurance Co.; St.
   Paul Fire & Marine Insurance; The Hartford Companies;
   Travelers Insurance; Travelers Casualty & Surety Company;
   Travelers Indemnity Company; Travelers Insurance Companies;

E. Litigations Parties: Consolidated Stores Corp.; Allianz
   Canada; Lexington Insurance Company; Lexington National
   Insurance Corporation; Lexington Insurance Company/American
   International Underwriters; Nationwide Mutual Insurance
   Company; State Farm Mutual Insurance Company; Volkswagon of
   America; Whirlpool Corporation;

F. Noteholders: FMR Corporation (d/b/a Fidelity Investments);
   Credit Suisse First Boston; Equitable Life Assurance;
   Citibank -- Insurance Matters; The Prudential Insurance Co.
   of America; Microsoft Corporation; Metropolitan Life
   Insurance Co.; Investec USA Holdings Corp.; PNC Bank, N.A.;
   RBC Centura Bank; Prudential-Bache Securities, Inc.; The
   Northern Trust Co.; Credit Agricole Indosuez;

G. Competitors: Tyco Ltd.; Tyco International (US) Inc.; BASF
   Corporation; Lucent Technologies Inc. and Avaya Inc.;
   Sumitomo;

H. Customers: BASF Corporation; IBM Corporation; RR Donnelley
   Receivables, Inc.; Rexel, Inc.; Whirlpool Corporation;
   Visteon International Holdings, Inc.; and

I. Landlords: Liberty Property Trust. (GenTek Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY: S&P Cuts Debt Ratings Cut to Default Level
---------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Genuity Inc. to 'D' from
'CC' due to the company's filing Chapter 11 bankruptcy
protection on November 27, 2002. The company has entered into an
agreement to sell most or all of its assets to Level 3
Communications Inc. for up to $242 million.

As of November 27, 2002, Genuity's total debt outstanding was
about $2.8 billion, comprised of about $1.7 billion in bank debt
and a $1.1 billion  loan from Verizon Communications Inc.

Simultaneously, Standard & Poor's affirmed its 'A+' corporate
credit rating on Verizon. The outlook remains negative.

In July 2002, Verizon announced that it would not ultimately
reintegrate Genuity after receiving all its Section 271 long-
distance approvals. "The rating on Verizon had incorporated the
write-down of its less than 10% interest in Genuity. The rating
also incorporated the possibility that Genuity would not repay
its $1.1 billion loan to Verizon," said Standard & Poor's credit
analyst Rosemarie Kalinowski.


GLOBAL CROSSING: US Trustee Granted Okay to Appoint an Examiner
---------------------------------------------------------------
Pursuant to Section 1104(c) of the Bankruptcy Code, Judge Gerber
authorizes the U.S. Trustee to appoint an examiner, who will be
a person employed by a licensed and independent accounting firm
selected by the United States Trustee, after consultation with
Global Crossing Ltd. and its debtor-affiliates, the Audit
Committee of GX's Board of Directors, the Creditors' Committee,
and any other parties-in-interest.

The Examiner's investigation will be limited to reviewing the
financial and accounting records of the GX Debtors and their
wholly owned subsidiaries for the fiscal years ended December
31, 2001, December 31, 2002 and earlier periods if any
restatement of those periods is necessary.  In addition, the
Examiner will:

   -- audit the revised financial statements prepared by the
      Debtors' management if restatements or adjustments to the
      Financial Statements are required;

   -- prepare a report to the Court specifying the Examiner's
      findings or determinations with respect to the Financial
      Statements; and

   -- issue an audit report with respect to the Financial
      Statements or the revised financial statements in
      accordance with generally accepted auditing standards.

Judge Gerber rules that the Examiner may seek to retain the
licensed and independent accounting firm with whom it is
affiliated to assist it with the discharge of his obligations
and any other professionals as he may need to discharge his
obligations.  The Audit Firm will be retained jointly by the
Audit Committee on behalf of the Company and by the Examiner.

Judge Gerber also directs the Examiner, the Audit Firm and any
other professional engaged by the Examiner to agree to a budget
and work schedule acceptable to the United States Trustee, the
debtors, the Audit Committee, and the Creditors' Committee.

The Examiner is expected to file a report by no later than 90
days after he or she is appointed. (Global Crossing Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


HARDWOOD PROPERTIES: Reports Q3 Results and Liquidation Status
--------------------------------------------------------------
Hardwood Properties Ltd. (TSX:HWP) announced its financial
results for the nine months ended September 30, 2002. Hardwood
generated net earnings of $172,427 on total revenues of
$5,961,190. For the three months ended September 30, 2002,
Hardwood generated net earnings of $477,895 on total revenues of
$1,957,581.

Condominium sales produced profit margin of $90,508 for the
first three quarters. These sales allowed Hardwood to retire the
remainder of its mortgage debt, make an interim cash
distribution to shareholders in the aggregate amount of
$4,041,774 and retain a September 30, 2002 cash balance of
$596,148. During the nine month period, Hardwood did not acquire
any units and sold a total of 74 condominium units in three
different projects and a 55 unit rental property. Hardwood
exited the third quarter with an inventory of 5 condominium
units in two buildings.

Hardwood continues to implement its previously announced and
approved plan for the voluntary liquidation and dissolution of
the Corporation. On September 26, 2002, Hardwood made an interim
cash distribution to its shareholders in the aggregate amount of
$4,041,774, or $0.30 per common share. Based on the sale
proceeds that Hardwood has received for its remaining real
estate units and anticipated costs associated with the
liquidation and dissolution of the Corporation, management
anticipates that the cash available for a final distribution to
shareholders will be in the range of $0.08 per share. However,
before being in a position to make a final cash distribution to
shareholders, Hardwood must first prepare its year-end financial
statements, have them audited, prepare and file final income tax
returns and apply for and receive a final clearance certificate
from Canada Customs and Revenue Agency. Management currently
anticipates that this process will not be completed prior to
March 2003. The directors of the Corporation have retained the
discretion to not make a final cash distribution to shareholders
and to not dissolve the Corporation if a suitable business or
new shareholder group through which the Corporation could be
revitalized is identified. In that regard, discussions have been
had with a number of parties having varying degrees of interest
in acquiring the Hardwood corporate "shell".

Hardwood Properties Ltd. is a Calgary based real estate company
that specializes in the acquisition, re-construction, management
and sale of multi-family residential properties.


HAYES LEMMERZ: Wants to Assume Stelco Blank & Rim Supply Deal
-------------------------------------------------------------
Under the Current Blank and Rim Supply Agreement with Stelco
Inc., Grenville R. Day, Esq., at Skadden Arps Slate Meagher &
Flom LLP, in Wilmington, Delaware, tells the Court that Stelco
supplies to Hayes Lemmerz International, Inc., and its debtor-
affiliates, steel blanks and rims.  These blanks and rims are
ultimately manufactured by the Debtors into wheels, which are
sold to original equipment vehicle manufacturers in North
America.

The Debtors owe $774,000 to Stelco under the Current Agreement
prior to the Petition Date.  Stelco has filed proofs of claim in
these cases, asserting $1,300,000 in prepetition claims.  The
Debtors believe that they have certain set-offs and
counterclaims against Stelco with respect to certain of the
claims asserted in the Proofs of Claim.

To stabilize the important supply relationship between the
Debtors and Stelco and to resolve certain outstanding claims,
the parties engaged in good faith, arm's-length negotiations
with respect to the various issues under the Current Agreement.
As a result of these negotiations, the parties have reached a
settlement involving the resolution of the various claims,
certain modifications to the Current Agreement, and the
assumption of the Current Agreement, as amended.

The Debtors seek the Court's authority to assume the Blank and
Rim Supply Agreement with Stelco Inc. and Stelco USA, Inc., as
amended.

Mr. Day explains that the pricing terms for the products
provided by Stelco, as well as other terms of the Current
Agreement, are highly confidential but fall within the range of
customary industry terms.  However, the Debtors will share the
Current Agreement and the Assumption Agreement with the counsel
and the financial advisors for the Committee and the Secured
Lenders. The Debtors will also provide copies of the agreements
to the Court at the hearing.

The Assumption Agreement provides:

   -- that Stelco will continue to supply blanks and rims to the
      Debtors, and

   -- a release of substantially all of the claims between the
      parties.

Mr. Day tells the Court that the Assumption Agreement addresses
the Debtors' obligations pursuant to Section 365(b)(1) of the
Bankruptcy Code to cure defaults under the Current Agreement in
connection with its assumption.  The Debtors will pay Stelco the
amount of $450,000 in full settlement of:

   -- all prepetition defaults, amounts and claims Stelco may
      have against the Debtors under the Current Agreement,
      including the claims asserted in Stelco's Proofs of Claim;
      and

   -- all claims, set-offs and counterclaims the Debtors may
      have against Stelco.

Mr. Day points out that the Cure Amount is a material discount
from the prepetition amounts asserted by Stelco against the
Debtors, and reflects significant negotiation between the
parties regarding their claims and counterclaims.  After payment
of the Cure Amount, all prepetition defaults by the Debtors
under the Current Agreement will be deemed fully cured pursuant
to Section 365(b)(1).

The Assumption Agreement also contains mutual releases, which
provide that the Debtors and Stelco will release each other from
certain claims.  These releases will bring finality to the
disputed issues between the parties. (Hayes Lemmerz Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


IFCO SYSTEMS: Shareholders Approve Debt Restructuring Agreement
---------------------------------------------------------------
IFCO Systems N.V. (Frankfurt:IFE) announced that the
restructuring agreement was approved by its shareholders at a
general meeting held on Nov. 28, 2002. IFCO has entered into
this agreement with noteholders representing nearly 99% of the
Company's EUR 200 million 10.625% Senior Subordinated Notes due
2010, and with the Schoeller Group entities who hold
approximately 45.5% of the Company's issued and outstanding
share capital. Additionally, the Company's shareholders approved
all corporate measures required for the implementation of the
Restructuring Agreement. The shareholders' vote of approval
allows the Company to progress towards the completion of
restructuring, subject to the conditions set forth in the
Restructuring Agreement.

                            *   *   *

As reported in Troubled Company Reporter's October 30, 2002
edition, Standard & Poor's withdrew its double-'C' bank
loan rating on IFCO Systems N.V.'s $178 million secured bank
credit facility, as the company is currently in the process of
restructuring the facility, which will likely result in
impairment to current holders of the facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which had been
lowered to 'D' on March 15, 2002, after IFCO failed to make its
interest payment on its 10.625% senior subordinated notes due
2010.


IMC GLOBAL: Lowers Q4 02 Outlook Due To Reduced Phosphate Prices
----------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) announced that its 2002 fourth
quarter results from continuing operations will be lower than
prior guidance and should approximate a loss of 6 to 8 cents per
share.  The current First Call consensus analyst estimate for
the fourth quarter is 2 cents per share.

The Company said the reduced fourth quarter outlook is primarily
due to the continued downward pressure on phosphate margins as
diammonium phosphate (DAP) prices have stagnated at
significantly reduced levels versus the third quarter, while
sulphur and ammonia input costs have increased materially.

DAP export prices have decreased about $14 per metric ton since
mid-September primarily due to an announcement to restart idled
capacity by Potash Corporation of Saskatchewan Inc. (TSX and
NYSE: POT) and the rapid liquidation of more than 80,000 metric
tons of DAP inventory by Farmland-Hydro prior to the sale of its
Florida phosphate plant to Cargill in early November. Phosphate
pricing has remained at these reduced levels due to limited
export spot demand, as most export orders are being shipped
under contract, and reduced fall domestic demand to date.
Compared to third quarter levels, ammonia prices in the fourth
quarter have not abated from their nearly $50 per metric ton
increase while sulphur contract pricing has risen $7.50 per long
ton.

Also affecting the quarter are sluggish fall domestic potash and
phosphate sales volumes, with earnings primarily being impacted
by reduced potash shipments and a resulting increase in potash
mine-week shutdowns.  Potash export shipments in the quarter
also will be lower than expected due to the delayed approval of
the Company's increased export allocation level in Canpotex
Limited, the offshore marketing company for Saskatchewan muriate
of potash producers.

Despite somewhat slower-than-expected fall domestic potash
shipments, IMC Global said a mid-September potash price increase
is holding with close to a $3 per short ton improvement to date.

In the fourth quarter of 2001, IMC Global reported a loss from
continuing operations of 10 cents per share.  For the nine
months of 2002, the Company reported earnings per share from
continuing operations of 17 cents.  IMC Global tentatively plans
to release its 2002 fourth quarter results on Wednesday, January
30, 2003.

"Our weaker fourth quarter outlook clearly means we will begin
2003 from a much lower earnings base than originally
anticipated," said Douglas A. Pertz, Chairman and Chief
Executive Officer of IMC Global.  "The magnitude of our earnings
improvement next year versus 2002 will depend primarily on the
extent of expected phosphate price improvement and the tempering
of raw material costs.  Just as phosphate prices and raw
material costs swung dramatically in the fourth quarter, most
indicators point to higher DAP prices and some easement in
ammonia and sulphur costs by the start of the spring planting
season next year."

Pertz stressed that phosphate conditions are set to improve
further in 2003, in line with consultants' forecasts of an
approximately $10 per metric ton DAP price increase versus
2002's projected level, although somewhat lower than the year-
over-year improvement of earlier projections.  As supply
gradually becomes more balanced with demand, average operating
rates and pricing should continue to rise from higher levels
seen in 2002.

"Prospects for a strong 2003 rebound in North American phosphate
and potash consumption remain bright given higher grain prices,
lower corn and wheat ending stocks, and a likely increase in
planted corn and wheat acreage, the two leading fertilizer-
intensive crops," added Pertz, who noted that the world grain
stocks-to-use ratio is now at its lowest level in 25 years.

Longer-term, Pertz said IMC Global is well-positioned to benefit
from expectations for stronger fertilizer demand and pricing
over the next several years against the backdrop of much tighter
grain markets and higher crop prices.

With 2001 revenues of $2.0 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry.  For more information, visit IMC Global's
Web site at http://www.imcglobal.com

                          ***

As reported in Troubled Company Reporter's October 28, 2002
edition, Standard & Poor's said that IMC Global Inc.'s
(BB/Negative/--) announcement that its third-quarter earnings
improved year over year does not affect its ratings or negative
outlook on the company.

Ratings are supported by leading global market shares and
expectations of better earnings. Still, ratings could be lowered
if an expected improvement in the fertilizer sector fails to
materialize or other strategic actions impair the firm's ability
to restore credit protection measures to targeted levels. In
addition, a deterioration in liquidity and in bank line
availability would raise the likelihood of a downgrade.


INNER HARBOR: Fitch Places Ratings on 1999-1 Notes on Watch Neg.
----------------------------------------------------------------
Fitch Ratings has placed certain classes of Inner Harbor CBO
1999-1 Ltd., on Rating Watch Negative. The transaction is backed
by a portfolio of high yield bonds and loans. Fitch has placed
classes A-2L through C-1 on Rating Watch Negative after
reviewing the performance of the portfolio amidst increased
levels of defaults and deteriorating credit quality of the
underlying assets. As a result of these events, the risk to
noteholders may not be consistent with the current ratings.
Inner Harbor is currently managed by T. Rowe Price Associates,
Inc.

The following classes have been placed on Rating Watch Negative:

Inner Harbor CBO 1999-1 Ltd.:

-- $93,000,000 class A-2L notes 'AAA';

-- $13,000,000 class A-3L notes 'AAA';

-- $40,000,000 class A-3 notes 'AAA';

-- $28,000,000 class A-4A notes 'A-';

--  10,000,000 class A-4B notes 'A-';

-- $9,000,000 class B-1L notes 'BBB';

-- $5,500,000 class B-2 notes 'BB-';

-- $24,491,916 class C-1 income notes 'B-'.


INTERLIANT: Obtains Exclusivity Extension through February 3
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Interliant, Inc. and its debtor-affiliates obtained
an extension of their exclusive periods.  The Court gives the
Debtors, until February 3, 2003, the exclusive right to file
their plan of reorganization and until April 4, 2003 to solicit
acceptances of that Plan from their creditors.

Interliant, Inc. is a provider of Web site and application
hosting, consulting services, and programming and hardware
design to support the information technologies infrastructure of
its customers. The Company filed for chapter 11 protection on
August 5, 2002. Cathy Hershcopf, Esq., and James A. Beldner,
Esq., at Kronish Lieb Weiner & Hellman, LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $69,785,979 in
assets and $151,121,417 in debts.


IRWIN TOY: Initiates Restructuring Under CCAA Protection
--------------------------------------------------------
Toronto-based Irwin Toy Limited, a privately held manufacturer
and distributor of toys, initiated a court- supervised
restructuring of its finances and business operations.

Irwin and a number of its affiliated companies in Canada and the
U.S. have obtained an Order of the Ontario Superior Court of
Justice under the Companies' Creditors Arrangement Act ("CCAA").
Protection from creditors has been sought in the United States.

Mr. Jean-Ren, Halde, President and CEO of Irwin, said, "We are
taking this course of action to allow the company to address its
challenges and protect the interests of our employees and
creditors.

"Irwin has a number of popular product lines and great
employees. There have already been serious expressions of
interest by parties interested in purchasing segments of Irwin's
business. If consummated, these sales could form the basis of a
company restructuring or a sale of advantage to creditors and
will hopefully result in saving as many jobs as possible.

"Subject to the measures we are announcing today, we will work
with our suppliers and will continue to service our customers
during this period.

"Unfortunately, the changes being announced today have resulted
in many of our employees leaving the company. While this was a
necessary business decision, I deeply regret its effect on
employees, especially at this time of year," Mr. Halde said.

"We will do everything we can to quickly implement a
restructuring strategy and maximize recovery to our creditors.
The outcome of the process we have initiated today will be
determined through the negotiations to be held in the days and
weeks ahead," Mr. Halde said.


JITNEY-JUNGLE: Sells Mississippi Property to Merchants for $2.5M
----------------------------------------------------------------
Representing Jitney-Jungle Stores of America, Inc.,
Binswanger/CBB recently negotiated the sale of a 169,000 square
foot building on 22 acres to the Merchants Company.

The property is located at 870 Boling Street in Jackson,
Mississippi. Sale price was $2,500,000.

One of the largest supermarket operators in the southeast,
Jitney-Jungle Stores of America, Inc., filed for Chapter 11
bankruptcy protection at the end of 1999. The company has since
been implementing a large-scale reorganization plan that
included the disposition of this property.

The buyer, the Merchants Company, is a wholesale food
distributor that will utilize the facility to warehouse non-
perishable food items to supply area stores.

Headquartered in Philadelphia, PA, Binswanger/CBB is a member of
Chesterton Blumenauer Binswanger, an international, full-service
real estate organization with over 160 offices worldwide
throughout the U.S.A., Canada, Mexico and South America, the
U.K. and Europe, the Middle East, Asia, South Africa and
Australia.


LAIDLAW: Obtains 2nd Amendment to Surety Bond Program with AIG
--------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates sought and obtained the
Court's authority to enter into a second amendment of the Surety
Bond Program with American International Group, Inc.

Garry M. Graber, Esq., at Hodgson Russ LLP, explains that the
Laidlaw Operating Companies' businesses need additional bonds
beyond the dollar limits provided under the original agreement
and the first amendment to sustain their operations.  AIG'S
Surety Bond Program originally issued no more than $140,000,000
in bonds.  The first amendment to the Program increased that
amount of available bonds to $170,000,000.

Pursuant to the Surety Bond Programs, AIG provides the Laidlaw
Operating Companies with certain surety bonds for the Laidlaw
Companies' business operations as well as their intercity,
transit and tour services and ambulance business segments.
Without this bonding capacity, the Laidlaw Companies would face
the grave possibility of immediate and irreparable harm
resulting from the loss of contracts or possible contract
cancellations.

The Second Amendment to the Surety Bond Program provides for an
additional bonding capacity on these terms:

Transaction: AIG renews the $170,000,000 Surety Bond Line of
             Credit for Laidlaw's Transportation Line.  AIG also
             creates a new $30,000,000 surety Bond Line for non-
             debtor American Medical Response, Inc. and its
             affiliates.

Term:        The Bond Lines will expire on August 31, 2003.  All
             New and Renewal Bonds will be issued for a one-year
             term.

Security:    The Laidlaw Companies will secure AIG's interest on
             the issued bonds:

             (a) The Laidlaw Companies will post a $25,000,000
                 cash collateral for the Renewal Bonds and a
                 $21,000,000 cash collateral for the AMR Line.
                 The Laidlaw Companies will also post a 100%
                 cash collateral for all existing and future
                 workers' compensation bonds;

             (b) All existing indemnity agreements from any
                 Laidlaw Company with AIG regarding the issuance
                 of surety bonds will remain in force;

             (c) The Laidlaw Companies will execute and deliver
                 further indemnity agreements consistent with
                 the Second Amendment as AIG may reasonably
                 require;

             (d) All bonded contracts and the accounts
                 receivable arising from the contracts are
                 assigned to AIG. AIG is granted a security
                 interest in the contracts and accounts
                 receivable, and is authorized to file UCC
                 financing statements consistent with the
                 granting of a security interest; and

             (e) The Laidlaw Companies will not accept advance
                 payment before any service is being rendered
                 pursuant to bonded contracts.  In the event
                 that any Laidlaw Company receives an advance
                 payment, that Company will notify AIG that the
                 funds have been received.  The funds will be
                 held in trust for AIG until the services paid
                 for have been provided.

Fees:        $3,400,000 for the Transportation Line

Rates:       The parties adopt these interest rates:

             A. For the Transportation Line:

                -- 75 basis points of the penal amount of the
                   bonds issued annually at less than 100% of
                   the contract; and

                -- 67.5 basis points of the penal amount of the
                   Bonds issued annually at 100% of contract.

             B. AMR Line

                175 basis points of the penal amounts of the
                Bonds issued annually for the AMR Line.

             C. Others

                150 basis points of the penal amounts of the
                Bonds issued annually for all the non-contract
                Bonds.

Broker:      MIMS International, Ltd. (Laidlaw Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LA QUINTA: Declares Dividend on 9.00% Preferred Stock
-----------------------------------------------------
La Quinta Properties, Inc. announced that the Board of Directors
declared a dividend of $0.5625 per depositary share on its 9.00%
Series A Cumulative Redeemable Preferred Stock for the period
from October 1, 2002 to December 31, 2002.  Shareholders of
record on December 13, 2002 will be paid the dividend of $0.5625
per depositary share of Preferred Stock on December 31, 2002.

Dividends on the Series A Preferred Stock are cumulative from
the date of original issuance and are payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of
each year (or, if not a business date, on the next succeeding
business day) at the rate of 9.00% of the liquidation preference
per annum (equivalent to an annual rate of $2.25 per depositary
share).

                About La Quinta Corporation

Dallas-based La Quinta Corporation (NYSE: LQI), a leading
limited service lodging company, owns, operates or franchises
over 330 La Quinta Inns and La Quinta Inn & Suites in 33 states.
Today's news release, as well as other information about La
Quinta, is available on the Internet at http://www.LQ.com

                           * * *

As reported in Troubled Company Reporter's Sept. 9, 2002
edition, Standard & Poor's revised its outlook on La Quinta
Corp., to stable from negative. The action followed the lodging
company's improved credit measures resulting from its successful
asset-sale program and use of proceeds towards debt reduction.
At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and other ratings on the Dallas, Texas, company.

Debt outstanding totaled $812 million at June 30, 2002, down
from $1 billion at the end of 2001. As of June, the company had
reduced the size of its health-care assets to $51 million (net
of impairments) and had used all proceeds to reduce debt.


LEAR CORPORATION: Names Robert E. Rossiter Chairman of the Board
----------------------------------------------------------------
Lear Corporation (NYSE: LEA), the world's fifth-largest
automotive supplier, announced that its Board of Directors has
elected Chief Executive Officer Robert E. Rossiter to the
additional post of Chairman of the Board, effective January 1,
2003.

Rossiter will succeed Kenneth L. Way, who will continue to serve
on Lear's board.

"Throughout his 31 years with Lear Corporation, Bob Rossiter has
proven himself an outstanding leader and he has done a first-
rate job since being named CEO in October 2000," said Way, age
63.  "This move represents the next phase of an orderly
succession plan established several years ago.  I am confident
that Bob's relentless focus on customer service and operational
excellence will allow our company to continue to deliver
outstanding customer satisfaction and superior shareholder
value."

"I am grateful to Ken Way and the Lear Board of Directors for
the confidence they have shown in me," said Rossiter, age 56.
"Since joining Lear in 1966, Ken has been instrumental in
positioning Lear as a global leader in automotive interiors and
together we have assembled an industry-leading management team
capable of guiding our company's ongoing success.  I want to
thank Ken for his vision and leadership over the years and I
look forward to his continued support as a member of the Lear
board."

Lear Corporation, a Fortune 150 company headquartered in
Southfield, Mich., USA, focuses on integrating complete
automotive interiors, including seat systems, interior trim and
electrical systems.  With annual net sales of $13.6 billion in
2001, Lear ranks as one of the world's leading automotive
interior suppliers and the world's fifth-largest automotive
supplier.  Lear's world-class products are designed, engineered
and manufactured by over 115,000 employees in more than 300
facilities located in 33 countries.  Information about Lear and
its products is available on the Internet at http://www.lear.com

At September 28, 2002, Lear's total current liabilities exceeded
its total current assets by about $700,000.


LEHMAN BROS.: Fitch Further Drops Low-B Ratings on 4 Classes
------------------------------------------------------------
Lehman Brothers floating-rate commercial mortgage pass-through
certificates series 2000-LLF C7 $25.2 million class K and $46.9
million class L are placed on Rating Watch Negative by Fitch
Ratings. The $25.2 million class M is downgraded to 'BB-' from
'BB+' and placed on RWN. The following classes are downgraded:

      $3.6 million class N to 'B+' from 'BB';

      $3.6 million class P to 'B' from 'BB-';

      $1.8 million class Q to 'B-' from 'B+'; and

      $1.8 million class S to 'B-' from 'B'.

The following classes are affirmed:

      $579.2 million class A, $6.7 million class X-1, and $945.1
       million class X-2 at 'AAA';

      $39.7 million class B at 'AA+';

      $36.1 million class C at 'AA';

      $21.6 million class D at 'AA-';

      $43.3 million class E at 'A+';

      $21.6 million class F at 'A';

      $21.6 million class G;

      $23.4 illion class H at 'A-';

      $23.4 million class J at 'BBB+';

      $1.4 million class T at 'B-'; and

      $1.4 million class U at 'CCC'.

Classes J-BO, J-CW, K-BO, K-CW, L-BO, L-CW, L-BL, and V are not
rated by Fitch. The affirmations follow Fitch's annual review of
the transaction, which closed in December 2000. The rating
actions are due to the decline in performance of the MGM loan
(20.2%) and the poor performance of the Blackacre hotel
portfolio loan (19.2% of the pool), the Boykin hotel portfolio
loan (8.8%), and the Hampshire hotel portfolio loan (7%). The
classes will remain on RWN as the Blackacre borrower and the
Boykin borrower have indicated potential paydowns that are
expected to occur in the next three months. The transaction will
be reviewed and classes will likely be downgraded if the
paydowns do not occur in the time frame. The transaction
currently consists of twelve floating-rate loans, four of which
have a credit assessment of investment grade (39% of the pool).
As of the November 2002 distribution date, the total principal
balance has been reduced by 36% primarily due to the repayment
of nine loans. Of the remaining loans in the portfolio, three
are A-notes with the B-notes excluded from the transaction, two
loans are A-notes with the B-notes included (and in some cases
the C-notes excluded) from the transaction, and seven loans are
whole loans. All percentages presented in this release are based
on the balances of the A-notes and whole loans contributed to
the pool.

The MGM Plaza loan is the largest loan and is collateralized by
an office property totaling 1.1 million square feet (SF) located
in Santa Monica, CA, a sub-market whose vacancy rate has
increased significantly since issuance. The occupancy of the
property as of October 2002 is 78.2% compared to 94.8% at
origination. Midland Loan Services, Inc., the master servicer,
is currently holding a $17 million reserve for tenant
improvements, leasing commissions and debt service. The borrower
is required to fund reserves of approximately $1.6 million per
month through May 2003 for costs associated with the 373,500 SF
MGM lease expiration in May 2003, as MGM has decided not to
renew its lease. The borrower reports that it is in negotiation
with several prospective tenants for some of the currently
vacant space and is anticipating a $17 million upgrade of the
property in 2003. The Fitch stressed net cash flow (NCF) for the
trailing twelve months (TTM) ended June 30, 2002 adjusted for
capital costs is down 7.4% compared to origination. The
corresponding Fitch debt service coverage ratio (DSCR) based on
a Fitch stressed constant of 9.5% is 1.34 times compared to
1.45x at underwriting.

The three hotel loans, representing 35% of the pool, have all
shown declining performance. The Blackacre/Marriott portfolio
loan (19.2%) is collateralized by five full-service hotels. The
TTM September 2002 RevPAR was $85.82 compared to $96.15 at
underwriting. The 8/9/2002 TTM Fitch DSCR based on a Fitch
stressed constant of 10.48% was 1.20x compared to 1.75x at
origination. The Blackacre borrower has indicated that the loan
is expected to be refinanced out of the pool shortly. The credit
assessment for this loan will remain on RWN for three months and
will likely be downgraded if it remains in the pool and
performance does not improve.

The Boykin portfolio loan (8.8%) is collateralized by seven
full-service and two limited service hotels. The TTM September
2002 RevPAR was $57.31 compared to $60.70 at underwriting. The
5/31/2002 TTM Fitch DSCR based on a Fitch stressed constant of
10.48% was 1.57x compared to 1.65x at origination. The borrower
has indicated that three of the hotel properties are expected to
be released at 125% of the allocated loan balance. The credit
assessment for the Boykin loan will remain on RWN for the
decline in performance and will likely be downgraded unless
performance improves or the properties are released as
indicated.

The Hampshire hotel portfolio loan (7.0%) is collateralized by
one full-service and two limited-service hotels in New York City
and has also seen significant net cash flow deterioration.
Although average occupancy at these hotels remains consistent
with issuance, the average daily rate has suffered compared to
issuance. The 8/31/2002 TTM Fitch DSCR based on a stressed
constant of 10.48% was 0.78x compared to 1.56x at issuance.

In addition to the MGM Plaza loan, the pool contains four office
loans, (21.3% of the pool), each secured by a single asset, and
one industrial loan (2.4%) secured by 17 properties. The 60
Broad loan and the Francisco Bay Office loan maintain an
investment grade credit assessment. In general, the sub-markets
in which the office and industrial properties are located have
experienced increasing vacancies. Of particular concern is the
Francisco Bay Office loan (4.4%) which has a current occupancy
of 74.3% as of June 2002, and is located in the San Francisco
office market, a market whose vacancy rate exceeds 20%.

Two loans (20.1% of the pool) are each secured by a single
regional mall. Each mall has maintained high occupancies and
flat to increasing anchor and in-line store sales on average
through year-end 2001. The Emerald Square Mall loan is a
regional mall located in North Attelboro, MA with a reported YE
2001 DSCR of 1.40x compared to 1.36x at issuance. The Westfield
Vancouver Mall loan is a regional mall located in Vancouver, WA
with a reported YE 2001 DSCR of 1.33x compared to 1.31x at
issuance. Both loans maintain an investment grade credit
assessment.

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


MASSEY ENERGY: S&P Cuts Long-Term Credit Rating to BB from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on coal mining company Massey Energy Co.
to non-investment-grade 'BB' from 'BBB-' based on concerns
regarding the Richmond, Virginia-based company's access to
capital markets. Standard & Poor's said that it has also
withdrawn its 'A-3' short-term corporate credit and commercial
paper ratings on the company.

The company has $585 million in debt outstanding. The current
outlook is developing. A developing outlook indicates that the
ratings could be raised, lowered, or affirmed.

Standard & Poor's said that at the same time it has assigned its
'BB+' senior secured bank loan rating to Massey's $400 million
of secured revolving credit facilities.

"Although the company was successful in extending its 364-day
$150 million revolving credit facility that matures in November
2002," said Standard & Poor's credit analyst Thomas Watters,
"the removal of the one-year term-out feature from the facility
is viewed by Standard & Poor's as tantamount to a lack of bank
support and flexibility". Mr. Watters said that in light of the
company's recent unsuccessful attempt to refinance its existing
unsecured bank credit facilities due to lender concerns about
Massey's exposure to turmoil in the power-generating electric
utility industry, Massey faces uncertain prospects in accessing
tumultuous capital markets in order to refinance the $301
million currently outstanding under its 364-day and three-year
$250 million facilities that mature on Nov. 25 2003. Standard &
Poor's noted that in the ratings could be raised if Massey is
able to gain access to the capital markets and is able to
refinance maturities.

Standard & Poor's said that the newly rated credit facilities
are to be secured by a first-priority lien on accounts
receivables, inventories, certain equipment, tangible and
intangible assets (not including land, coal reserves and mining
permits), and the assignment of stock of certain subsidiaries.
Because specific assets secure the facility, Standard & Poor's
used its discrete asset methodology to evaluate the collateral
under a liquidation scenario. Although the collateral will incur
substantial devaluation in a default scenario, Standard & Poor's
expects there is a strong likelihood secured creditors will
realize full recovery of principal in event of default or
bankruptcy, assuming a fully drawn bank facility.


MED DIVERSIFIED: Seeks Authority to Employ Logan as Claims Agent
----------------------------------------------------------------
Med Diversified, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of New York for
permission to employ the services of Logan & Company, Inc. as
claims and noticing agent in their chapter 11 cases.

In its capacity, Logan agrees to:

     i) serve notices to parties in interest;

    ii) maintain all proofs of claim and proofs of interests
        filed in the bankruptcy cases that it receives;

   iii) docket all claims;

    iv) maintain and transmit to the Clerk's Office the Official
        claims registers;

     v) maintain current mailing lists of all entities that have
        filed claims and notices of appearance it receives;

    vi) provide the public access for examination to all the
        Claims at its premises during regular business hours and
        without charge; and

   vii) record all transfers it receives, pursuant to Rule
        3001(e) of the Federal Rules of the Bankruptcy
        Procedure.

Logan's Consulting fees are:

     Principal (Kate Logan)             $250 Per Hour
     Account Executive Support          $165 Per Hour
     Court Depositions                  $300 Per Hour
     Statement & Schedule Preparation   $200 Per Hour
     Programming Support                $100 Per Hour
     Project Coordinator                $105 Per Hour
     Data Entry                         $55 Per Hour
     Clerical                           $35 Per Hour

Med Diversified, Inc. 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.  The Company filed for chapter 11 protection on
November 27, 2002. Toni Marie McPhillips, Esq., at Duane Morris
LLP represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$196,323,000 in total assets and $143,005,000 in total debts.


METROMEDIA FIBER: PAIX and LAAP to Interconnect Switch Fabrics
--------------------------------------------------------------
PAIX.net, Inc. (PAIX), a leading carrier-neutral Internet
exchange and subsidiary of Metromedia Fiber Network, Inc. (MFN),
and the Los Angeles Access Point (LAAP), operated by the
University of Southern California's Information Sciences
Institute, announced the joining of their respective switch
fabrics, opening the door to expanded interconnection
opportunities across the Los Angeles metropolitan area.  This
agreement adds to PAIX's peering network offering by connecting
MetroPAIX participants to this existing and strategically
important peering fabric provider.

"Peering by PAIX" participants, located anywhere on the Los
Angeles MetroPAIX fabric, and LAAP's participants in any of
their on-net facilities will be able to easily exchange IP
traffic with one another, as if they were connected to the same
switch fabric.  In short, this agreement is instrumental in
establishing a new level of cost-effective Layer 2
interconnection in the L.A. area.  The net result will be the
coming together of multiple ISPs and other Internet-centric
organizations, located in a variety of data centers and exchange
sites.

In addition to having access to this rich critical mass of
possible participants, both PAIX and LAAP customers in each
facility will realize greater efficiency when accessing various
network and content providers because this connection reduces or
eliminates multiple network hops.  These participants will
reduce their costs as they conduct multiple peering or transit
sessions through one single switch port.  This eliminates the
need for last-mile circuits, multiple cross connects, and
additional equipment costs. PAIX has previously announced two
very similar alignments in the Seattle metro with both the
Seattle Internet Exchange (SIX) and Pacific Northwest Gigapop's
Pacific Wave exchange.  The immediate response to the PAIX-SIX
connection spawned a great deal of activity with each party's
respective customers looking to establish connectivity for
peering opportunities.  The same level of enthusiasm is expected
from PAIX and Pacific Wave participants as they look to
establish bilateral agreements.

"This collaborative effort with LAAP is an extremely important
step in our Los Angeles deployment, and improves the overall
peering environment there," said Shelly Fishman, VP of Sales
Marketing and Business Development at PAIX.net, Inc.  "PAIX
believes that the Internet will best grow through the deployment
of a multi-faceted infrastructure of co-location, peering and
interconnection that allows participants the widest possible
range of choices in where they can house their network
components and with whom they can cost-effectively exchange
traffic."

"This will add value to both existing and future customers of
the PAIX and LAAP," said Celeste Anderson of LAAP.  "We think
this is a win-win situation."

Customers who connect to each other via any of the MetroPAIX
fabrics can be assured of the quality and neutrality they have
come to expect from PAIX. Currently, PAIX offers MetroPAIX
connectivity in three other communities; the San Francisco Bay
Area, northern Virginia and New York City.

                       About LAAP

Operated by the University of Southern California's Information
Sciences Institute since 1996, LAAP offers public and private
peering facilities in the Southern California area from three
locations.  Current participants include companies,
universities, and research networks.  For more information see
http://www.laap.net

                     About PAIX.net

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

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

             About Metromedia Fiber Network

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

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

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

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

DebtTraders reports that Metromedia Fiber Network's 10.000%
bonds due 2008 (MFNX08USR1) are trading between 0.5 and 1. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX08USR1
for real-time bond pricing.


MICROCELL: Fails to Make Interest Payment on Sr. Discount Notes
---------------------------------------------------------------
Microcell Telecommunications Inc. (TSX: MTI.B) did not make its
interest payment due Monday, December 2, on its 14% senior
discount notes due 2006. Under the terms of the indenture
governing this series of discount notes, the Company has a 30-
day grace period to make the payment in order to avoid default
consequences under the indenture.

The Company has decided not to make the scheduled interest
payment as it continues to evaluate the possible alternatives to
reduce its financing costs and improve its liquidity. The
Company is currently pursuing constructive discussions with a
steering committee of its existing secured bank lenders, as well
as an ad hoc committee of its existing unsecured high-yield note
holders.

Microcell Telecommunications Inc. is a major provider of
telecommunications services in Canada dedicated solely to
wireless. The Company offers a wide range of voice and high-
speed data communications products and services to more than 1.2
million customers. Microcell operates a GSM network across
Canada and markets Personal Communications Services (PCS) and
General Packet Radio Service (GPRS) under the Fido brand name.
Microcell Telecommunications has been a public company since
October 15, 1997, and is listed on the Toronto Stock Exchange
under the stock symbol MTI.B.

DebtTraders reports that Microcell Telecommunications' 14.000%
bonds due 2006 (MICT06CAR1) are trading at 2.5 cents-on-the-
dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MICT06CAR1
for real-time bond pricing.


NATIONAL CENTURY: Wants to Retain Ordinary Course Professionals
---------------------------------------------------------------
Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that the Debtors' employees, in the day-
to-day performance of their duties, regularly call on attorneys,
accountants, appraisers, brokers, and other professionals to
provide services to assist them in carrying out their assigned
responsibilities.

The Ordinary Course Professionals utilized by National Century
Financial Enterprises, Inc., and its debtor-affiliates, during
the preceding 12 months are:

   -- Adept Management Systems, Inc.;
   -- Alexander J. Hoinsky;
   -- Baker & McKenzie;
   -- Bosco Consulting;
   -- Buchanan-Ingersoll, P.C.;
   -- D&J Consulting;
   -- Dickerson, Dickerson, Consul & Pocker;
   -- Helmsing, Leach, Herlong, Newman & Rouse, P.C.;
   -- John Vomvolakis;
   -- Krivcher Magids PLLC;
   -- Leahy, Nyberg, Curto & D'apice;
   -- Leitess and Leitess;
   -- Leitess, Leitess & Fridberg;
   -- Marc Miller;
   -- Michael Furman;
   -- Nixon & Peabody;
   -- Pepper Hamilton;
   -- Perlman & Associates;
   -- Rockey & Wahl;
   -- Seibel & Eckenrode, P.C.;
   -- Silver & Field;
   -- Solutions for Management;
   -- Sulmeyer, Kupetz, Bauman & Rothman;
   -- Wescott Strategic Management; and
   -- Williams & Prochaska.

"If each Ordinary Course Professional and Service Provider
regularly retained by the Debtors will apply for approval of its
employment and compensation, the geographic diversity of the
professional parties would be costly, time-consuming and
administratively burdensome for the Debtors," Mr. Oellermann
contends.  Uninterrupted service of the Ordinary Course
Professionals is vital to the Debtors' continuing operations and
their ability to reorganize.

None of the Ordinary Course Professionals will have average
monthly fees exceeding $25,000 during the course of the
bankruptcy case.  However, Mr. Oellermann assures the Court that
if the average monthly fees do exceed $25,000 during the
preceding quarter ending, the Debtors will file an employment
application with the Court pursuant to Section 327 of the
Bankruptcy Code.

The Debtors propose that no Ordinary Course Professional will
receive payment for postpetition services rendered until an
affidavit is filed with the Court pursuant to Section 327(e),
stating that the professional does not represent or hold any
interest adverse to the Debtors or their estates.

Mr. Oellermann clarifies that Ordinary Course Professionals are
not "professionals" within the meaning of Section 327(a) and
will not be involved in the administration of the Debtors'
Chapter 11 cases.  However, the Ordinary Course Professionals
will provide services relating to the Debtors' ongoing business
operations and the resolution of related operational issues.  If
ever, there is only a minimal involvement of the Ordinary Course
Professionals in the administration of the Debtors' estates, and
as a result, the Debtors believe that Court approval is not
needed for their retention and payment.  Nevertheless, the
Debtors seek the Court's approval to avoid any subsequent
controversy.

The Debtors will file a statement with the Court commencing with
the last day of the calendar month, 120 days after the Petition
Date, and every four months thereafter, to include:

   -- any Ordinary Course Professionals employed during the
      previous 120 days;

   -- aggregate amounts paid as compensation for services
      rendered and reimbursement of expenses incurred during the
      Reporting Period; and

   -- a general description of the services rendered.

Accordingly, the Debtors seek the Court's authority to employ
and pay the Ordinary Course Professionals. (National Century
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONAL STEEL: Obtains Removal Period Extension Until May 6
------------------------------------------------------------
National Steel Corporation, and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to extend the Debtors' removal
period to:

   -- May 6, 2003; or

   -- 30 days after entry of an order terminating the automatic
      stay with respect to any particular action sought to be
      removed.

The second extension will give the Debtors sufficient
opportunity to make fully informed decisions concerning the
possible removal of the actions, protecting the Debtors'
valuable right to economically adjudicate lawsuits pursuant to
28 U.S.C.  1452 if the circumstances warrant removal.  Mr.
Missner assures the Court that the Debtors' adversaries will not
be prejudiced by an extension because they are prohibited from
prosecuting the actions anyway, absent relief from the automatic
stay. (National Steel Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1),
DebtTraders reports, are trading at 38 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NCS HEALTHCARE: Decision in Favor of Genesis Merger Stands
----------------------------------------------------------
NCS HealthCare, Inc. (NCSS.OB) announced that the Delaware
Supreme Court and Delaware Chancery Court have denied a request
for an interlocutory appeal from the Chancery Court's recent
decision in favor of NCS's proposed merger with Genesis Health
Ventures, Inc. (Nasdaq: GHVI).  As previously announced, on
November 22, 2002, the Delaware Chancery Court denied a request
for a preliminary injunction that would have delayed or possibly
prevented the proposed NCS/Genesis merger.  The Chancery Court
also rejected plaintiffs' claims that the NCS Board of Directors
breached its fiduciary duties by approving the merger agreement
with Genesis and certain related voting agreements.  Although
the plaintiffs in the litigation sought permission to appeal the
Chancery Court's rulings, both the Delaware Supreme Court and
the Delaware Chancery Court have denied this request.

In denying plaintiffs' motion for an interlocutory appeal, the
Delaware Chancery Court said that its opinion denying an
injunction on the fiduciary duty claims "does not decide any
novel issues of law, but, instead, applies well-established
principles to a complex set of facts dealing with a two year
long process of rescuing NCS from insolvency."

NCS stockholders are scheduled to vote on the Genesis merger at
a special meeting to be held on December 5, 2002.  Due to the
voting agreements entered into by NCS Chairman, Jon Outcalt, and
NCS President and CEO, Kevin Shaw, who collectively own
approximately 64% of NCS's total voting power, stockholder
approval of the merger is assured.  The Genesis merger is now
expected to be completed on or about December 12, 2002.

NCS noted that an earlier ruling of the Delaware Chancery Court
holding that Omnicare, Inc. did not have standing to assert
certain claims against the NCS directors and that the voting
agreements entered into by Messrs. Outcalt and Shaw did not
cause the conversion of the high vote Class B shares into low
vote Class A shares has been appealed by Omnicare to the
Delaware Supreme Court and that the appeal is scheduled to be
heard on December 3, 2002.

NCS is represented by special outside legal counsel Benesch,
Friedlander, Coplan & Aronoff LLP and Skadden, Arps, Slate,
Meagher & Flom LLP and financial advisor Candlewood Partners,
LLC.

NCS HealthCare, Inc. is a leading provider of pharmaceutical and
related services to long-term care facilities, including skilled
nursing centers, assisted living facilities and hospitals.  NCS
serves approximately 200,000 residents of long-term care
facilities in 33 states and manages hospital pharmacies in 10
states.

In connection with the special meeting of stockholders relating
to NCS's proposed merger with Genesis Health Ventures, Inc. and
a pending tender offer from Omnicare, Inc., NCS HealthCare, Inc.
has filed certain materials with the Securities and Exchange
Commission, including a definitive proxy statement and a
Solicitation/Recommendation Statement on Schedule 14D-9.
SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of these materials, as well as other
materials filed with the Securities and Exchange Commission
concerning NCS HealthCare, Inc., at the Securities and Exchange
Commission's website at http://www.sec.gov  In addition, these
materials and other documents may be obtained for free from NCS
HealthCare, Inc. by directing a request to NCS HealthCare, Inc.
at 3201 Enterprise Parkway, Suite 220, Beachwood, Ohio 44122;
Attn: Investor Relations.  NCS HealthCare, Inc. and its
directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's
stockholders with respect to the special meeting described
above.  Information concerning such participants is contained in
NCS HealthCare's proxy statement relating to the proposed merger
with Genesis Health Ventures, Inc.


NEWCOR INC: Talking to Noteholders to Cure Default
--------------------------------------------------
Newcor, Inc.'s sales of $44.6 million for the quarter ended
September 30, 2002 increased $2.9 million, or 7.0%, as compared
with sales of $41.7 million for the same quarter of 2001. Sales
for the Precision Machined Products segment increased $6.3
million, or 22.1%, to $34.9 million. The increase is primarily
due to increased sales to the heavy-duty truck market of $6.0
million, or 54.2%, to $17.0 million as compared to $11.0 million
in the third quarter of 2001. The higher sales in the heavy-duty
market were the result of increased demand prior to the
enactment of more restrictive environmental standards, which
were effective October 1, 2002. Precision Machined Products
sales in the automotive and agricultural market were flat for
the quarter ended September 30, 2002. Sales for the Rubber and
Plastic segment decreased $0.2 million, or 2.4%, from the same
quarter in 2001. Sales for the Special Machines segment
decreased $3.2 million, or 63.3%, to $1.9 million from $5.1
million in the third quarter of 2001. The decrease in the
Special Machines segment is due to overall market decline in
capital goods.

Sales for the nine months ended September 30, 2002 were $135.8
million, a decrease of $2.1 million, or 1.5%, compared with
sales of $137.8 million for the same period in 2001. Sales in
the Precision Machined Products segment increased $8.0 million
to $102.9 million, primarily due to sales increases in the
heavy-duty market for the reasons noted above, compared to the
same period in 2001. Sales for the Rubber and Plastic segment
were $26.0 million, a decrease $1.5 million, or 5.6%, due to
sales decreases in the automotive market. Sales in the Special
Machines segment were $6.9 million a decrease of $8.5 million,
or 55.1% from the prior year.

Gross margin was $6.9 million, or 15.4% of sales, for the
quarter ended September 30, 2002 compared with $2.8 million, or
6.8% of sales, for the same period of 2001. In the Precision
Machined Products segment the gross margin increased by $4.1
million primarily due to mix in sales in the heavy-duty market
of approximately $3.3 million. Cost reductions attributed to
certain employee benefit plans, production improvements and
lower lease expense from rejected leases resulting from the
restructuring process accounting for the remaining improvements.
In the Rubber and Plastics segments gross margin increased $1.0
million due to productivity improvements and cost reductions. In
the Special Machines Segment gross margin decreased to $0.6
million, or 31.1% of sales compared with $1.7 million, or 33.6%
of sales in the same period of 2001.

Gross margin was $19.5 million, or 14.3% of sales, for the nine
months ended September 30, 2002 compared with $12.0 million, or
8.7% of sales, for the nine months ended September 30, 2001. The
increases in gross margin and gross margin percentage were
primarily due to improved sales mix caused by the increase in
sales in the heavy-duty market in Precision Machined segment.

Selling, general and administrative expenses ("SG&A") for the
three months and nine months ended September 30, 2002 decreased
due to cost savings measures taken throughout the Company,
primarily reduction of salaried headcount.

Consolidated operating income for the third quarter of 2002 was
$3.6 million, or 8.1% of sales compared with operating loss of
$21.8 million, or 52.3% of sales for the same period one year
ago. Included in the prior year results was an impairment charge
of $19.3 million. The increase in operating income was due
primarily to the heavy-duty market in the Precision Machined
Products Segment, which had increases in gross margin, and lower
SG&A costs also noted above.

Operating income for the nine months ended September 30, 2002
increased to $8.6 million, or 6.3% of sales, excluding plant
consolidation costs and goodwill impairment charges of $30.4
million, for all segments as noted in Note 5 Segment reporting,
due to increases in sales and gross margin as noted above.

The Company was notified in July 2002 that a major customer will
not renew a sales contract for a certain assembly. The current
contract expires in January 2003. Sales of that assembly were
approximately 20% of total sales of the Company for the nine
months ended September 30, 2002. The lost contract resulted in
an impairment charge in the three months ended June 30, 2002 of
$29.1 million.

The Company's earnings before interest, taxes, depreciation and
amortization ("EBITDA") were $14.6 million for the first nine
months ended September 30, 2002, excluding plant consolidation
costs of $1.3 million and reorganization fees of $3.0 million.
The Company's capital expenditures for the nine months ended
September 30, 2002 were $1.7 million. The Company's changes in
operating working capital had no significant impact on net cash.
The Company accrued $2.0 million of interest relating to the
subordinated debt, which is subject to compromise as a pre-
petition obligation. Cash on hand at September 30, 2002 was
$19.0 million.

As of February 25, 2002, the Company had $21.1 million of
secured debt with Comerica Bank. The secured debt included $12.5
million on the Revolving Credit Loan, $2.5 million on a term
loan and $6.1 million under a certain industrial revenue bond
obligation related to one of the Company's facilities. These
bonds are secured under a Repurchase Agreement obligating
Comerica Bank upon an event of default to repurchase the bonds.
The Company, on October 25, 2002, filed a motion which, among
other things, modifies the DIP Order and provides for the
Company to immediately repay the Term note issued by Comerica
Bank.

The Company failed to make the required interest payment, due
September 4, 2001, and on March 1, 2002, on the Senior
Subordinated Notes in the amount of approximately $12.2 million.
As such, the Company caused an Event of Default as defined in
the Indenture. The Company is currently engaged in discussions
with Noteholders and their legal representatives to restructure
the Company's indebtedness. As such, all of the Company's Notes
have been classified as a current obligation, subject to
compromise, on the balance sheet at September 30, 2002. In
addition, the default on the Notes also caused a default on the
Bank Facility, and as such, the total indebtedness under the
Bank Facility has been classified as current.

The Company believes, based on information presently available
to it, that the cash available from its operations will provide
sufficient liquidity to allow it to continue as a going concern
for the foreseeable future. However, the ability of the Company
to continue as a going concern and the appropriateness of using
the going concern basis for its financial statements are
dependent upon, among other things, (i) the Company's ability to
comply with the terms of the cash collateral order and cash
management order entered by the Bankruptcy Court in connection
with the Chapter 11 Cases, (ii) the ability of the Company to
maintain adequate cash on hand, (iii) the ability of the Company
to generate cash from operations, (iv) confirmation of a plan or
plans of reorganization under the Bankruptcy Code, (v) the
Company's ability to obtain profitable new business and (vi) the
Company's ability to achieve profitability following such
confirmation.


NEXTCARD INC.: Wants to Retain DoveBid, Inc. as Auctioneer
----------------------------------------------------------
NextCard, Inc., wants to retain DoveBid, Inc., as Auctioneer and
asks the U.S. Bankruptcy Court for the District of Delaware to
approve the engagement.

The Debtor tells the Court that it needs DoveBid to serve as
auctioneer of various tangible assets consisting primarily of
furniture and equipment.  Concurrently, the Debtor is seeking
authorization for the sale of assets.

As auctioneer, DoveBid will:

  a) consult with the Debtor and its advisors to create and
     implement an appropriate strategy to sell the Assets;

  b) prepare, advertise and conduct auctions of the Assets; and

  c) collect sale proceeds and applicable taxes from purchasers
     of the Assets and remit such proceeds, less allowed
     compensation and expenses, to the Debtor.

Considering the depreciating nature of the Assets, the Debtor is
hopeful that the initial auction of the Assets will occur in
December 2002.  DoveBid will receive and collect directly from
each successful bidder a premium of up to 15% of the sales price
of the Assets sold.

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.


OCEAN POWER: Look for Schedules & Statements on January 15
----------------------------------------------------------
Ocean Power Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the deadline by which it
must file comprehensive schedules of assets and liabilities and
statements of financial affairs.

The Debtor tells the Court that it failed to include schedules
of assets and liabilities, statements of financial affairs and
lists of executory contracts required by 11 U.S.C. Sec. 521(1)
and Rule 1007 of the Federal Rules of Bankruptcy Procedure with
its chapter 11 petition.  The Debtor relates that it terminated
substantially all of its employees prior to the petition date
and currently has a staff of fewer than four individuals to
operate its business.

The Debtor says it requires additional time to review its books
and records, bring them up to date, and collate the data needed
for the preparation and filing of the Schedules.  At this point,
the Debtor estimates that an extension until January 15, 2003,
will provide sufficient time.

Ocean Power Corporation, aka PTC Group, aka PTC Holdings, Inc.,
was formed to develop and manufacture modular seawater
desalination and power plants.  The Company filed for chapter 11
petition on December 1, 2002.  Alan David Halperin, Esq., at
Halperin & Associates represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $1,465,024 in total assets and $24,012,243
in total debts.


OWENS CORNING: Gets Court Okay to Retain Crawford & Winiarski
-------------------------------------------------------------
Owens Corning, and its debtor-affiliates sought and obtained the
Court's authority to employ and retain Crawford & Winiarski to
perform certain services for the Debtors that were previously
performed by Arthur Andersen.

The Debtors have selected Crawford Financial Consulting LLC,
doing business as Crawford & Winiarski, to assist in the
analysis of:

-- executory contracts;

-- claims and claims reconciliation as related to asbestos
   matters;

-- preferential payments as related to asbestos matters; and

-- provide expert testimony on asbestos matters as required.

Some of Crawford & Winiarski's professionals were associated
with Arthur Andersen.  Thus, the retention of Crawford &
Winiarski only serves to provide the continuity of the services.

Crawford & Winiarski will charge the Debtors for its services in
accordance with the firm's ordinary and customary hourly rates.
The firm's current hourly rates are:

            Billing Category            Hourly Rate
            -------------------         -----------
            Members                       $350
            Directors                      290
            Senior Consultants             225
            Staff Consultants              140 - 165

The professionals at Crawford & Winiarski who hold primary
responsibility for the Debtors' engagement are:

      Name                    Designation      Hourly Rate
      ----------              -----------      -----------
      Robert J. Winiarski       Member            $350
      Rodney L. Crawford        Member             350
      Natalie Vandenburgh       Director           290

(Owens Corning Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC AEROSPACE: Ability to Continue as Going Concern Doubtful
----------------------------------------------------------------
Pacific Aerospace & Electronics, Inc., is an engineering and
manufacturing company with operations in the United States and
the United Kingdom. It designs, manufactures and sells
components and subassemblies used in technically demanding
environments. Products that it produces primarily for the
aerospace and transportation industries include machined, cast,
and formed metal parts and subassemblies, using aluminum,
titanium, magnesium, and other metals. Products that it produces
primarily for the defense, electronics, telecommunications and
medical industries include components such as hermetically
sealed electrical connectors and instrument packages, and
ceramic capacitors, filters and feedthroughs. Its customers
include global leaders in all of these industries.

Pacific Aerospace has struggled financially since late 1998,
when the commercial airplane industry suffered a downturn at
approximately the same time that the Company incurred high-cost,
high-yield debt to finance the acquisition of its European
Aerospace Group. The Company reported a net loss before
extraordinary items of $15,793,000 for its fiscal year ended May
31, 2002. This followed net losses before extraordinary items of
$75,720,000 for its fiscal year ended May 31, 2001 and
$13,752,000 for its fiscal year ended May 31, 2000.

Over the last year, the Company has consolidated its U.S.
Operations and European Operations through the sale and/or
closure of several of its unprofitable divisions. Within its
former U.S. Aerospace Group it closed an unprofitable foundry
located in Tacoma, Washington and in June 2001, completed the
sale of substantially all of the assets of its Casting operation
located in Entiat, Washington. Also, within its former U.S.
Aerospace Group the Company completed the sale of substantially
all of the assets related to its Engineering and Fabrication
Division. The fabrication assets were sold during May 2001 and
the engineering assets were sold in December 2001. The Company
has also shut down its former U.S. Electronics Group's Display
Division in November 2001. Management believes that these
closures or sales of business units will strengthen and support
Pacific Aerospace & Electronics core electronics and machining
operations.

The Company's net sales decreased by $29.1 million, or 26.6%, to
$80.2 million for fiscal 2002 from $109.3 million in fiscal
2001. This decrease was due to a number of factors including the
effects of the operational restructuring plan and various events
that affected the Company's markets. Its European Operations
contributed $45.4 million to net sales during fiscal 2002, down
$6.2 million from $51.6 million contributed during the year
ended May 31, 2001. Following the tragic events of September 11,
the commercial aerospace market both in the U.S. and in Europe
saw a significant decline. Boeing and Airbus both announced
substantial delays and cuts in their planned commercial aircraft
build rates. The decrease in net sales contributed by its
European Operations is largely attributable to reduced,
postponed, or cancelled orders form commercial aircraft
manufacturers.

The Company's U.S. Operations contributed $33.3 million to net
sales during the year ended May 31, 2002, down $1.8 million from
the $35.1 million contributed during the year ended May 31,
2001. This decrease was primarily due to fewer ceramic filter
sales to the telecommunications market.

The remaining decrease in consolidated net sales was due to the
sale of the Casting Division, Engineering and Fabrication
Division and the closure of the Display Division. These
discontinued divisions contributed $1.5 million to net sales
during the year ended May 31, 2002 but contributed $22.6 million
to net sales during the year ended May 31, 2001.

Net income increased to $4.5 million for the year ended May 31,
2002 from a net loss of $75.7 million for the year ended May 31,
2001, primarily as a result of the factors discussed above
including the extraordinary gain on debt restructuring.

Adjusted EBITDA increased by $4.5 million to $1.8 million for
the year ended May 31, 2002 from negative $2.7 million for the
year ended May 31, 2001. The increase in adjusted EBITDA was due
primarily due to the disposal of the Casting Division,
Engineering and Fabrication Division and the closure of the
Display Division. Management expects adjusted EBITDA to increase
during fiscal year 2003 as a result of cost cutting measures,
productivity and lean manufacturing initiatives, and investment
in new manufacturing equipment and manufacturing facility
upgrades.

Notwithstanding the results of fiscal 2002, if Pacific Aerospace
& Electronics is not successful in increasing cash provided by
operating activities, it may need to sell additional common
stock or other securities, or it may need to sell assets outside
of the ordinary course of business in order to meet its
obligations. There is no assurance that it will be able to sell
additional equity securities or that it will be able to sell
assets outside the ordinary course of business. In that
situation, the Company's inability to obtain sufficient cash if
and when needed could have a material adverse effect on its
financial position, the results of its operations, and its
ability to continue as a going concern.


PACIFICARE HEALTH: S&P Rates $125MM Convertible Sub. Debt at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
PacifiCare Health Systems Inc.'s $125 million 3% convertible
subordinated debentures, which are due in 2032 and are being
issued under SEC Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.

Standard & Poor's expects that PacifiCare's earnings performance
will continue to improve in 2002 and 2003, with pretax operating
income of about $260 million for 2002. With the proposed new
debt issue, Standard & Poor's expects the company's debt-to-
capital ratio to remain close to the current level of less than
40%. Total membership is expected to decrease by about 5% in
2003.

PacifiCare holds a good business position as a regional managed
care organization. With 3.2 million members as of Sept. 30,
2002, PacifiCare operates HMOs in eight states and Guam, with
key market shares in California, Colorado, Oklahoma, Arizona,
and Texas. However, total membership declined by 11.7% from a
year ago. The reduction of membership primarily reflects
management's decision to improve the company's profitability by
significantly increasing premium rates and exiting unprofitable
Medicare+Choice markets.


PREMCOR INC: Fitch Affirms Low-B Level Ratings
----------------------------------------------
On November 26, 2002, Premcor Inc., entered into an agreement
with the Williams Companies to acquire the 170,000 barrel per
day (bpd) Memphis refinery from Williams for $315 million plus
the value of inventory. The agreement also includes potential
earn-out payments for Williams of up to $75 million if industry
margins exceed certain levels during the next seven years. The
transaction is expected to close in the first quarter of 2003.
Fitch Ratings has affirmed the ratings of Premcor USA (PUSA),
Premcor Refining Group (PRG) and Port Arthur Finance Corp.
(PAFC). The Rating Outlook for the debt of PUSA, PRG and PAFC
remains Positive.

The debt ratings of PUSA, PRG and PAFC are as follows:

                         PUSA

-- Senior subordinated notes 'B'.

                         PRG

-- $650 million secured credit facility 'BB';

-- Senior floating-rate unsecured term loan 'BB-';

-- Senior notes 'BB-';

-- Senior subordinated notes 'B'.

                         PAFC

-- Senior secured notes 'BB'.

Premcor plans to finance the acquisition with roughly 50% debt
and 50% equity. Premcor's two principal shareholders, the
Blackstone Group and Occidental Petroleum Corporation, will each
participate in the equity offering. The conservative financing
supports management's strategy of growing the company's
operating base while working towards investment grade debt
ratings.

The Memphis refinery has a niche position, processing light
sweet crudes into refined products for local markets and
delivery via barge on the Mississippi River. The refinery,
however, has been unable to process up to its full 190,000-bpd
crude capacity due to constraints with downstream units in the
plant. Due to the light crude slate, the refinery converts
almost 100% of its feed into light products. The addition of
Memphis will provide needed stability for Premcor's operations
since the company closed the Hartford, Illinois refinery in
September. Premcor currently operates only two refineries.

Like other refiners, Premcor has suffered through four
successive quarters at the bottom of the industry cycle.
Premcor, however, significantly improved its capital structure
earlier this year and completed an initial public offering which
raised $482 million. Total consolidated debt for Premcor Inc.
has been reduced by $650 million this year to $925 million at
September 30, 2002.

Premcor is a large independent refiner of petroleum products in
the United States. With the closure of the Hartford refinery in
October, Premcor now operates two refineries with a combined
capacity to process 420,000-bpd of crude oil. The Blackstone
Group continues to hold approximately 48% or Premcor's common
stock with Occidental Petroleum Corporation holding a 13%
interest.


PROVELL: Files Joint Chapter 11 Plan and Disclosure Statement
-------------------------------------------------------------
Provell, Inc., and its debtor-affiliates filed their Joint Plan
of Reorganization and the accompanying Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York.
To purchase a full-text copy of the Disclosure Statement, go to:

  http://www.researcharchives.com/bin/download?id=021025204822

The Plan divides Claims and Equity Interests into six classes:

Class Type of Claim or   Treatment of Allowed Claims   Estimated
      Equity Interest       and Equity Interests       Recovery
----- ----------------   ---------------------------   ---------
      Administrative     Paid in full, in cash.             100%
      Expense Claims

      Priority Tax       To be paid in full, in Cash        100%
      Claims

1     Priority Claims    Unimpaired. Each holder shall      100%
                         receive Cash in an amount
                         equal to such Allowed Priority.

2     General Secured    Unimpaired. Shall receive Cash     100%
       Claims            in an amount equal to such
                         Allowed General Secured Claim,
                         including any interest.

3     General Unsecured  Impaired. Shall receive, in         30%
      Claims             full and final satisfaction of
                         such Allowed General Unsecured
                         Claim, its pro rata share of

                         (i) the New Subordinated Notes
                         in the amount of $10,000,000, and

                         (ii) the 800,000 shares of New
                         Common Stock.

4     Convenience        Impaired. Shall receive in full    ___%
      Claims             and final satisfaction of its
                         Allowed Claim, Cash in an amount
                         to be determined, which distri-
                         bution and shall receive no other
                         distribution on account of such
                         Claim.

5     Equity Interests   Impaired. Shall be cancelled,        0%
                         annulled, and extinguished, and
                         shall not be entitled to receive
                         or retain any property or interest
                         in property under the Plan on
                         account thereof.

6     Subsidiary Equity  Unimpaired. Shall continue to      100%
      Interests          hold such Equity Interests as
                         evidenced by their holdings in
                         Provell Financial Services stock
                         as of the Effective Date.

Provell, Inc. develops, markets and manages an extensive
portfolio of membership and customer relationship management
programs that provide discounts and other benefits to members in
the areas of shopping, travel, hospitality, entertainment,
health/fitness, finance, cooking and home improvement.  The
company filed for chapter 11 protection on May 9, 2002.  Alan
Barry Hyman, Esq., Jeffrey W. Levitan, Esq., David A. Levin,
Esq. at Proskauer Rose LLP represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, they listed $40,574,000 in total assets and
in $82,964,000 total debts.


RACHELS GOURMET: Refinancing Concerns Spur Going Concern Doubt
--------------------------------------------------------------
Rachels Gourmet Snacks Inc. manufactures, markets and
distributes "Rachel's Made From the Heart" gourmet potato chips.
The potato chips are sold by independent distributors and
Company sales personnel to grocery and convenience stores,
restaurants, and other retail and institutional accounts. The
Company also manufactures potato chips for others under private
labels.

The Company has incurred net losses of $1,939,225, $1,732,884
and $2,099,363 for calendar years 2000 and 2001 and the nine
months ended September 30, 2002, respectively, and as of
September 30, 2002, has a working capital deficiency of
$4,248,092, an accumulated deficit of $17,053,510 and a
stockholders' deficiency of $3,417,154. The Company also has a
material uncertainty regarding a shareholder dispute. These
conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's continuation as a going concern is dependent upon
its ability to generate sufficient operating cash flows and
obtain additional financing or refinancing to meet its
obligations.

The Company has a dispute relating to options held by certain
stockholders. The stockholders believe the Company is required
to repurchase their 608,000 shares for $3.221 per share
($1,958,368) with five year 6% promissory notes. The Company
believes the stockholders did not exercise their options by the
October 1, 1999, specified date in the manner required. The
stockholders assert that they did properly exercise       their
options and the Company's dispute is without merit. It is
possible that either party may resort to judicial resolution of
this matter. While the Company is confident that it did not
receive actual or constructive notice of exercise of the
stockholders' right to require the Company to purchase all or
part of its shares, it is a possibility that litigation with the
stockholders will result in an adverse judgment against the
Company, which may have a material adverse effect on the Company
and its operations, and may jeopardize the Company's ability to
continue as a going concern. The terms of the notes require the
principal to be paid in full five years after the exercise of
the options with semi-annual interest payments. The outcome at
this time cannot be determined.

Snack food sales from continuing operations for the three months
ended September 30, 2002, were $502,745 compared to $467,592 for
the three months ended September 30, 2001. The increase was
primarily due to increased sales of "private label" products to
Target Corporation. The net loss for the three months ended
September 30, 2002 was $348,075, compared to a net loss of
$420,511, in the comparable period of 2001. The loss from
continuing operations for the three months ended September 30,
2002 was $348,075, compared to a loss from continuing operations
of $258,430, in the comparable three months of 2001. The was no
loss from discontinued operations for the three months ended
September 30, 2002, compared to loss from discontinued
operations of $162,081, in the comparable period of 2001. The
increase in loss from continuing operations was the result of a
decrease in gross margin of $7,810, increased operating expenses
of $33,060, and increased net non-operating expenses of $48,775.

Snack food sales from continuing operations for the nine months
ended September 30, 2002, were $1,389,352 compared to $1,146,320
for the nine months ended September 30, 2001. Again, the
increase was primarily due to increased sales of "private label"
products to Target Corporation. The net loss for the nine months
ended September 30, 2002 was $2,099,363, compared to a net loss
of $1,389,640, the comparable period of 2001. The loss from
continuing operations for the nine months ended September 30,
2002 was $1,005,833, compared to a loss from continuing
operations of $1,016,675, in the comparable nine months of 2001.
The loss from discontinued operations for the nine months ended
September 30, 2002 was $1,093,530, compared to loss from
discontinued operations of $372,965, in the comparable period of
2001. The decrease in loss from continuing operations was the
result of an increase in the gross margin of $73,433, a decrease
in operating expenses of $112,562, offset by increased net non-
operating expenses of $175,153.

The Company does not currently have any material credit
facilities in place to finance its operations, and is financing
its operations out of current cashflow. The Company is actively
exploring alternatives to provide capital for its operations.
Rachels Gourmet Snacks estimates that it will need at least
$500,000 in operating capital over the next six months, of which
there can be no assurance of availability. The Company was
unable to meet its goal of obtaining capital investments of
$400,000 in 2001 and, in fact, obtained no material capital
financing in 2002 to date or in all of 2001.

The inability of the Company to obtain additional capital
financing will have a material adverse effect on the Company's
ability to continue operations. In the event that the Company
has insufficient cashflow to provide operating capital to the
Company over the next 12 months, and is unable to obtain
additional capital financing, the Company may consider pursuing
additional debt or equity financing, and may be forced to
explore alternatives, including reorganization under the U.S.
Bankruptcy Code, although no such reorganization is currently
under consideration.


SAFETY-KLEEN CORPORATION: Overview of Reorganization Plan
---------------------------------------------------------
Chief Financial Officer Larry W. Singleton tells the Court that
Safety-Kleen Corp.'s Plan proposes, in general terms, to:

      A.  wipe-out existing equity interests;

      B.  pay all outstanding priority tax claims over 6 years;

      C.  distribute New Common Stock and New Subordinate
          Notes to the Secured Lenders;

      D.  distribute the net proceeds of an Avoidance Trust and
          any proceeds from the litigation against PwC to
          unsecured creditors and noteholders.

      E.  Only the Branch Sales and Service Debtors will emerge
          from Chapter 11; all other companies will be
          dissolved after payment of their share of certain
          administrative, priority and secured obligations.

According to Mr. Singleton, the Plan is based on management's
strategic business plan for the Reorganized Debtors going
forward, which provides for the Branch Sales and Service Debtors
to emerge from Chapter 11 with a revised capital structure -- in
sum, the Lenders will own most of Safety-Kleen.

The Plan consists of separate plans of reorganization for each
of the Debtors in the jointly-administered Chapter 11
proceedings, but does not contemplate the substantive
consolidation of the Debtors.  Unless a Debtor expressly assumes
an obligation or liability of another Debtor or Reorganized
Debtor, the Plan will not operate to impose liability on any
Reorganized Debtor for the Claims against any other Debtor, or
the debts and obligations of any other Reorganized Debtor.  From
and after the Effective Date, each Reorganized Debtor will be
separately liable only for its own debts and obligations.

Key elements of the Plan provide for:

      * The dissolution of SKC, Safety-Kleen Services, and
        each CSD Subsidiary on the Effective Date
        after payment of these Debtors' debts for the
        DIP Facility, administrative claims, priority
        Claims, and share of the DHEC Settlement;

      * The continued operation of the Branch Sales and Service
        Division as separate corporate entities with a new
        Holding Company, now known only as Holdco;

      * The DHEC Settlement;

      * An Exit Facility -- not yet signed -- to pay off the
        DIP Facility and fund payments under the Plan as well
        as operations;

      * Issuance of New Subordinated PIK Notes and New
        Subordinated Cash Pay Notes;

      * Issuance of New Common Stock for BSSD Reorganized
        Debtors to Secured Creditors; and

      * Creation of a Trust to make distributions to
        unsecured creditors and noteholders.

The Debtors' New Business Plan provides for the BSSD Debtors to
emerge from Chapter 11 in accordance with the Restructuring
Transactions with a revised capital structure.  As part of the
implementation of the Business Plan, the Debtors have sold
substantially all of the assets of the CSD.  Similarly, the
Debtors have, among other things, sold non-essential assets,
streamlined operations through various outsourcing agreements
and are implementing advanced technology tools.  Upon emergence
from Chapter 11, the Reorganized Debtors expect to be more
focused and efficient with an enhanced balance sheet and access
to capital pursuant to the Exit Facility, and believe that they
will be better positioned to meet the needs and expectations of
the Reorganized Debtors' customers going forward.

The existing SKC officers will serve as officers of new Holdco
in their current capacities pending the appointment of new
officers by the board of directors of new Holdco.  The initial
board of directors of new Holdco will consist of 9 directors to
be selected by the Lenders. These directors will be classified
into three classes; one class of 3 will hold office initially
for a term expiring at the 2004 annual meeting of shareholders;
the second for a term expiring at the 2005 annual shareholders'
meeting, and the third with a term expiring in 2006 at the
annual shareholders' meeting.

The Debtors advise that, at some date in the future, they will
be filing a Management Incentive Compensation Plan proposed to
be adopted by the Reorganized Debtors.

The Debtors estimate that they should have sufficient cash flow
to pay and service their debt obligations, including the New
Subordinated Notes and the Exit Facility, and to fund their
operations as contemplated by the Business Plan.  Accordingly,
the Debtors believe that the Plan meets the Code's requirement
of feasibility.

The Bankruptcy Code requires that, to obtain confirmation of a
plan, the proponent show that confirmation is not likely to be
followed by liquidation, or the need for further reorganization,
of the Debtors or any successors to the Debtors.  The Plan
provided by the Debtors includes provision for the dissolution
of certain Debtors.  The ability of a Dissolving Debtor to make
the distributions described in the Plan does not depend on its
future earnings.  Accordingly, the Debtors believe that the
Plan, with respect to the Dissolving Debtors, is feasible and
meets the requirements of the Bankruptcy Code.

Even if the Plan is accepted by the holders of each class of
claims or interests, the Bankruptcy Code requires that the
Bankruptcy Judge determine that the plan is in the "best
interests" of all holders of Claims or Interests that are
impaired by the plan and that have not accepted the plan.  The
"best interests" test requires that the bankruptcy court find
either that all members of an impaired class of claims or
interests have accepted the plan, or that the plan will provide
a member which has not accepted the plan with a recovery of
property of a value, as of the effective date of the plan, that
is not less than the amount that such holder or claimant would
receive if the debtor were liquidated under Chapter 7 of the
Bankruptcy Code.

To calculate the probable distribution to holders of each
impaired class of claims and interests if the debtor were
liquidated under Chapter 7, the bankruptcy judge must first
determine the aggregate dollar amount that would be generated
from a debtor's assets if its Chapter 11 case was converted to a
liquidating case under Chapter 7. This "liquidation value"
consists primarily of the proceeds from a forced sale of the
debtor's assets by a Chapter 7 trustee.

The Debtors warn that, if a Chapter 7 liquidation were to occur,
the amount of liquidation value would be reduced by the claims
of secured creditors to the extent of the value of their
collateral, and further by the costs and expenses of
liquidation, as well as by other administrative expenses and
costs of both the Chapter 7 case and the Chapter 11 case,
compensation of a trustee (and counsel and other professionals
hired by the trustee), asset disposition expenses, and so
on.

The Debtors conclude that, if they were forced to liquidate
under Chapter 7, all or substantially all of their assets would
be used to pay the Chapter 7 administrative expenses and claims
entitled to priority of distribution, the Secured US Lender
Claims, the DIP Facility Claims, and if any funds remained, the
Administrative Expense Claims, the Canadian Lender
Administrative Claims, Tax Priority Claims, and Other Priority
Claims.

Besides the usual possibilities of failure, Safety-Kleen admits
that there's one big question mark hanging over the Plan -- the
litigation between the Unsecured Creditors' Committee and the
Secured Lenders over the nature and extent of the Lenders'
liens.

"To the extent that the Lenders' Claims are properly secured and
cannot be avoided or limited, substantially all of the Debtors'
assets are pledged as collateral to secure these Claims, and
thus the Lenders will be entitled to substantially all
distributions from these cases," Mr. Singleton says.

If these liens can be avoided or limited, the distribution
available to holders of Claims in Classes 4 through 7 may be
greater.

Furthermore, Mr. Singleton continues, recoveries for the holders
of unsecured claims are entirely contingent upon recovery on the
suit against PwC, and recovery of preference and other avoidance
actions above costs and the $1,000,000 to be advanced by the
Reorganized Debtors to fund the Creditors' Trust. (Safety-Kleen
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SINCLAIR BROADCAST: Commences Tender Offer for 8-3/4% Sub Notes
---------------------------------------------------------------
Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that it
is commencing a tender offer for all of its outstanding 8-3/4%
Senior Subordinated Notes due 2007.  In connection with the
tender offer, Sinclair is soliciting consents to proposed
amendments to the indenture governing the 8-3/4% Senior
Subordinated Notes due 2007.  The proposed amendments would
eliminate substantially all of the restrictive covenants and
certain events of default from the indenture governing the
notes.  Holders who tender their notes will be required to
consent to the proposed amendments, and holders who consent to
the proposed amendments will be required to tender their notes.

Tendering holders, who validly tender their notes and deliver
consents by the consent payment deadline, will receive total
consideration of $1,043.75 per $1,000 principal amount of such
notes.  The total consideration includes a consent payment of
$20.00 per $1,000 principal amount of 8-3/4% Senior Subordinated
Notes due 2007.  Holders who validly tender their notes after
the consent payment deadline will only receive tender
consideration of $1,023.75 and will not receive the consent
payment.  Unless extended by Sinclair, the consent payment
deadline is 5:00 p.m., Tuesday, December 10, 2002 or such later
date as requisite consents are received.

The tender offer will expire at 12:00 midnight, New York City
time, on Monday, December 30, 2002, unless extended or earlier
terminated by Sinclair. Sinclair currently intends to issue on
December 31, 2002, a notice of redemption, at a redemption price
of $1,043.75 per $1,000 principal amount of such notes, with
respect to all untendered 8-3/4% Senior Subordinated Notes due
2007 in accordance with the terms and conditions of the
indenture governing the notes.

Sinclair intends to fund the tender offer, and all related costs
and expenses, with the net proceeds of an offering of new senior
subordinated notes, an amendment to its bank credit facility to
permit additional borrowings (which may thereafter be repaid
from the proceeds of a subsequent issuance of new senior
subordinated notes), the net proceeds of other public or private
equity or debt issuances, and/or cash on-hand.  The tender offer
is conditioned upon the proposed amendments being adopted,
Sinclair completing arrangements for financing the purchase of
the notes and other general conditions.

Copies of the tender offer and consent solicitation documents
can be obtained by contacting D.F. King & Co., Inc., the
Information Agent for the tender offer and the consent
solicitation, at (800) 848-3416.

J.P. Morgan Securities Inc. is acting as Dealer Manager for the
tender offer and consent solicitation.  Questions concerning the
tender offer and the consent solicitation may be directed to
J.P. Morgan Securities Inc. at (800) 245-8812.

Sinclair Broadcast Group, Inc., one of the largest and most
diversified television broadcasting companies, owns and
operates, programs or provides sales services to 62 television
stations in 39 markets.  Sinclair's television group includes
FOX, WB, ABC, CBS, NBC, and UPN affiliates and reaches
approximately 24.0% of all U.S. television households.  For more
information, please visit Sinclair's Web site at
http://www.sbgi.net

                             *   *   *

As previously reported, Standard & Poor's assigned its single-
'B' rating to TV station operator Sinclair Broadcast Group
Inc.'s proposed $125 million offering of 8% senior subordinated
due 2012.

The notes are an additional issuance related to the company's
existing 8% subordinated notes due 2012. Proceeds from the
offering plus existing cash and $25 million from the revolving
credit facility, will be used to redeem the company's $200
million 9% notes due 2007. All ratings on Sinclair, including
the double-'B'-minus corporate credit rating, are affirmed.


SPECTRASITE: Signs-Up Poyner & Spruill as Local Counsel
-------------------------------------------------------
Spectrasite Holdings, Inc., seeks permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Poyner & Spruill LLP as its local counsel.

The Debtor relates that Poyner & Spruill has worked with the
bankruptcy counsel Paul Weiss Rifkind Wharton & Garrison to
prepare for this chapter 11 filing.

The Debtor assures the Court that Poyner & Spruill will work
closely with Paul Weiss and other professionals to avoid
unnecessary duplication of effort.

Poyner & Spruill will:

  a) advise the Debtor with respect to its rights and
     obligations under the Bankruptcy Code;

  b) prepare petitions, schedules, applications, motions and
     other papers in connection with the administration of the
     Debtor's case;

  c) take all actions necessary to obtain confirmation of the
     Debtor's plan of reorganization including preparing any
     necessary motions;

  d) prosecute and defend all actions and adversary or other
     proceedings by or against the Debtor and, where
     appropriate, object to claims filed against the Debtors'
     estate;

  e) represent the Debtor at hearings and proceedings; and

  f) perform all other legal services required by the Debtor in
     connection its chapter 11 case.

The attorneys and paralegals who will be involved in this
retention and their current hourly rates are:

     Terri L. Gardner     Partner       $300 per hour
     Judy D. Thompson     Partner       $305 per hour
     Diane P. Furr        Associate     $235 per hour
     Lisa P. Sumner       Associate     $200 per hour
     Melissa Little       Associate     $140 per hour
     Patsy Ducharme       Paralegal     $100 per hour

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. Andrew N. Rosenberg at Paul, Weiss, Rifkind, Wharton &
Garrison 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.

DebtTraders reports that Spectrasite Holdings Inc.'s 11.250%
bonds due 2009 (SITE09USR1) are trading between 22 and 24. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SITE09USR1
for real-time bond pricing.


SURGILIGHT: Reports Q3 Results and Merrill Lynch Loan Default
-------------------------------------------------------------
SurgiLight, Inc. (OTC Bulletin Board: SRGLE), a leader in the
development of laser systems for various ophthalmic
applications, filed its financial results for the third quarter
ended September 30, 2002. For the quarter, over-all sales
decreased as expected to $599,000 from $801,000 in the prior
year third quarter, including the traditionally slow summer
months, primarily because of the Company's specific focus on
developing markets for its proprietary OptiVision system for the
treatment and reversal of presbyopia, a condition affecting
millions of individuals worldwide over the age of 40.

However, sales for the nine months of fiscal 2002 reached
$3,101,000, compared to $1,964,000 for the same period in 2001,
a 58 percent jump.

For the 2002 third quarter, the Company reported a net loss of
$90,000 or $0.00 per share, compared with a net loss of
$1,574,000, or $(0.07) per share, for the year-earlier period of
2001.  For the nine months ended September 30, 2002, the Company
continued to show profitable net income of $678,000, compared to
a loss of $1,988,000 for the same period of 2001.  The over-all
increase in net income was primarily attributed to the increase
in clinical sales of OptiVision outside the U.S. in the face of
declining revenues from its business at overseas laser treatment
centers.

While the Company recorded increased costs associated with
contract labor required to assist with clinical trials and
advertising and selling expenses, it effected substantial
decreases in administrative expenses and depreciation and
amortization primarily associated with its center business.  In
addition, professional fees decreased significantly during the
past year as litigation was resolved.

The Company's total assets increased to $8,635,000 from
$7,972,000 as of December 31, 2001.  This increase in total
assets is mainly attributed to the increased accounts
receivables generated from the sales of the OptiVision laser
systems.  Total current liabilities at the end of the third
quarter increased to $2,429,000 as the Merrill Lynch line-of-
credit and certain Premier Laser Systems payments came due.
This change was also reflected retroactively into the second
quarter as the Company's new auditors reviewed the second
quarter with the knowledge that Merrill Lynch had now declared
the loan in default.  The Company has received a commitment
letter for a $10 million line-of-credit which would replace the
$500,000 Merrill Lynch line.  The Company's working capital is
$880,000.

SurgiLight Chairwoman & CEO, Colette Cozean, Ph.D., commented,
"We expected a difficult third quarter since a majority of our
sales are from Europe and around the world, where long summer
vacations are the norm.

"The Company's management team did an excellent job of limiting
expenses during the third quarter," she continued, "resulting in
a relatively small loss for the period.  I was particularly
impressed by the enthusiasm shown by ophthalmic surgeons at the
American Academy of Ophthalmic Surgery meeting last month as
they evaluated our two-year clinical results, which show almost
no regression (1/4 Diopter) after OptiVision treatment and with
the vast majority of patients reading without glasses."

SurgiLight, Inc. is a leader in the acquisition and development
of new laser technologies for ophthalmic applications, including
lasers not only for presbyopia reversal, but also cataract
removal, treatment of glaucoma, presbyopia reversal and
treatment of psoriasis with 16 patents granted and
23 patents pending.  The Company continues to receive royalty
income from Eye Laser Centers.


TIMELINE INC: Auditors Doubt Ability to Continue Operations
-----------------------------------------------------------
Timeline Inc. has historically suffered recurring operating
losses and negative cash flows from operations. As of September
30, 2002, the Company had net working capital of approximately
$40,000 and had an accumulated deficit of approximately
$9,449,000 with total stockholders' equity of approximately
$1,019,000. Management believes that current cash and cash
equivalent balances, along with the ability to sell marketable
securities, and any net cash provided by operations, will
provide adequate resources to fund operations through March 31,
2003. Management is contemplating a number of alternatives to
enable the Company to continue operating including, but not
limited to:

     *    engaging a financial advisor to explore strategic
          alternatives, which may include a merger, asset sale,
          joint ventures or another comparable transaction;

     *    raising additional capital to fund continuing
          operations by private placements of equity or debt
          securities or through the establishment of other
          funding facilities, which may be on terms unfavorable
          to the Company;

     *    forming a joint venture with a strategic partner or
          partners to provide additional capital resources to
          fund operations; and

     *    loans from management or employees, salary deferrals
          or other cost cutting mechanisms.

There can be no assurance that any of these alternatives will be
successful. If the Company is unable to obtain sufficient cash
when needed to fund its operations, it may be forced to seek
protection from creditors under the bankruptcy laws and/or cease
operations.

The Company's inability to obtain additional cash as needed
could have a material adverse effect on its financial position,
results of operations and its ability to continue in existence.

For the quarter ended September 30, 2002, total operating
revenues were $1,856,000 compared to $890,000 for the quarter
ended September 30, 2001, representing an increase of
approximately 109%. However, if "Other licenses", consisting
entirely of patent license revenue, are excluded, total revenues
for the comparable quarters decreased by 9%, primarily due to
decreased software license revenue, partially offset by
increased maintenance and consulting revenue. For the six months
ended September 30, 2002, total operating revenues were
$2,770,000 compared to $2,622,000 for the same period a year
ago, a slight increase of 6%, again representing a decrease in
software license revenue, offset by increased maintenance and
consulting revenue.

Timeline, in historically suffering recurring operating losses
and negative cash flows from operations, had cash and cash
equivalent and marketable securities balances as of September
30, 2002 of approximately $80,000 compared to approximately
$286,000 as of March 31, 2002. Total obligations, excluding
deferred income items, totaled approximately $615,000 as of
September 30, 2002 as compared to approximately $944,000 as of
March 31, 2002. These balances include available for sale
securities as of September 30, 2002 of approximately $27,000
compared to approximately $203,000 as of March 31, 2002.

The decrease in the total amount of cash and cash equivalent and
short-term investment balances, are attributable to an increase
in accounts receivable during the first six months of fiscal
2003 and the continued decline in value of stock in Sagent
Technology, Inc. which Timeline received as partial payment of a
patent license. (As of October 22, 2002, the market value of
Sagent stock was $0.24 per share, an increase of $0.06 per share
from September 30, 2002). Net cash consumed by operating
activities was $55,000 in the six-month period ended
September 30, 2002.

During fiscal 2003, the Company expects to generate cash from
increased consulting and maintenance revenues and to a lesser
extent software license revenues and possibly additional
licenses of its patented technology.  On August 29, 2002, the
Company entered into a settlement agreement with Hyperion in
which Timeline granted to Hyperion a license to its patented
technology and Hyperion agreed to pay a license fee of
$1,050,000 over a period of 4 months. As of September 30, 2002,
Hyperion paid $550,000 and Timeline had $500,000 in accounts
receivable due from Hyperion. During October 2002, Hyperion paid
an additional $250,000 of the license fee and the remaining
$250,000 is due on or before January 1, 2003. Timeline
management expects that the Company's primary uses of cash will
be salaries and other expenses associated with General and
Administrative, Research and Development, and Sales and
Marketing activities. The Company intends to continue to monitor
new license activity closely and may have to reduce staff,
and/or seek outside financing or a sale or merger of the Company
if consulting and maintenance revenues and patent and software
licenses do not increase quarter-to-quarter during fiscal 2003.
By taking this cautious approach combined with current cash and
cash equivalent balances, management believes it has adequate
resources to fund operations, as well as continued costs and
expenses of litigation, through fiscal 2003.  However, its
auditors added an explanatory paragraph to their opinion on
Timelines's 2002 financial statements stating that there was
substantial doubt about the ability of Timeline Inc. to continue
as a going concern.


TITANIUM METALS: Rating Downgraded to D after Deferring Dividend
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its preferred stock
rating on Titanium Metals Corp. to 'D' from 'C' after the
company deferred dividend payments on its preferred securities.

Standard & Poor's said that it has affirmed its 'B-' corporate
credit rating on the company. The outlook remains negative.
Titanium Metals, based in Denver, Colorado, has approximately
$230 million of debt and trust preferred stock outstanding.

"The rating action follows the company's December 1, 2002
dividend deferral on its $201.2 million convertible trust
preferred securities", said Standard & Poor's credit analyst
Dominick D'Ascoli. "Under its bank credit agreement, Titanium
Metals can continue deferring dividends for a period of up to 20
consecutive quarters".

Standard & Poor's said that its ratings reflect Titanium Metals
Corp.'s position as an integrated producer of titanium sponge
and mill products, as well as weak profitability and cash flow
protection measures stemming from very soft end market
conditions.


TRENWICK GROUP: S&P Revises Preferred Stock Ratings to D from CC
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its preferred stock
ratings on Trenwick Group Ltd., Trenwick America Corp, LaSalle
Re Holdings Ltd., and Trenwick Capital Trust I to 'D' from 'CC'
following the announced non-payment of the preferred dividend on
Lasalle Re Holdings Ltd.'s Series A preferred stock, which had a
declared dividend due on Dec. 2.

Trenwick has also suspended dividends and distributions payable
on all other outstanding preferred securities, including
Trenwick Group Ltd.'s Series B cumulative convertible perpetual
preferred shares and Trenwick Capital Trust I's 8.82% exchange
subordinated capital income securities.

"The remaining ratings on Trenwick Group Ltd. and its
subsidiaries remain on CreditWatch with negative implications,
as management is in the process of restructuring its obligations
to maintain itself as an ongoing concern," noted Standard &
Poor's credit analyst Karole Dill Barkley. "Standard & Poor's
expects management, the banks, and Lloyd's to resolve the
pending renegotiation discussions within the next two to three
weeks."


TURNING STONE: S&P Rates Planned $125M Sr. Unsecured Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'-plus
rating to Turning Stone Casino Resort Enterprise's proposed $125
million senior unsecured note offering due 2010. Proceeds from
the proposed note issue, together with borrowings under a senior
secured credit facility, cash flow from operations, and expected
tax-exempt bonds, will be used to help fund the construction of
the enterprises' ongoing expansion project and to repay existing
indebtedness.

In addition, Standard & Poor's assigned its double-'B'-minus
corporate credit rating to the company. The outlook is stable.

Oneida, New York-based Turning Stone Casino Resort Enterprise
was created to operate the Turning Stone Casino for the Oneida
Indian Nation of New York. The Oneida Nation Indians are one of
several federally recognized Native American tribes in New York.
The Tribe entered into its compact with the State of New York in
April 1993, and in June 1993 the compact was approved by the
Bureau of Indian Affairs. The compact permits Class III gaming
(other than slot machines), has no expiration date, and requires
no payments to the state. However, the validity of the Nation's
compact and the operation of its multi-game machines are
currently being challenged. While the timing and outcome of
these challenges is uncertain, it is Standard & Poor's
expectation that a satisfactory resolution will be reached that
will not disrupt the operation at Turning Stone.

"The ratings reflect the solid operating performance of the
company's existing facility, the favorable demographics, the
current limited competitive situation in its surrounding market,
and the potential for EBITDA growth post-construction," said
Standard & Poor's credit analyst Michael Scerbo. He added,
"These factors are mitigated by the enterprises' narrow business
focus, construction risks associated with the planned expansion,
challenges in managing a larger facility, and the potential for
increased competition in the future."

Turning Stone currently faces limited competition within its
market, and Standard & Poor's expects that solid cash flow
generation will continue during the planned expansion, somewhat
mitigating construction risks. In addition, the expected solid
financial profile is likely to provide cushion against the
potential increase in competition in the future.


UAL CORPORATION: Will Seek Second Mechanics' Vote on December 5
---------------------------------------------------------------
UAL Corp. (CCC-/Watch Dev./--) unit United Air Lines Inc. (CCC-
/Watch Dev./--) has reached a slightly revised concessionary
contract agreement with its mechanics' union leadership, which
will be voted on by union members on December 5. Ratings of both
entities, which were lowered to current levels November 29
following a previous mechanics' vote against concessions, remain
on CreditWatch with developing implications.

The quick agreement and apparently modest changes to the
original contract proposal indicate that United and the
mechanics' union leaders believe that the previous close vote
represented in part a protest, which could be reversed in a new
poll. United still faces a difficult task in avoiding
bankruptcy, but the second mechanics' vote provides the airline
with a glimmer of hope. Even with approval from the mechanics,
United would have to secure approval for a federal loan guaranty
from the Air Transportation Stabilization Board and draw down on
that facility by December 16, when the grace period ends on a
$375 million debt payment due on Dec. 2 (United is expected to
defer the payment).


UNIFORET INC: Canadian Court to Consider CCAA Plan on Dec. 11
-------------------------------------------------------------
Uniforet Inc. and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc. filed a motion asking the Court
to sanction and approve their amended plan of arrangement under
the "Companies' Creditors Arrangement Act" held which has
already been approved by the required majority in each of their
seven classes of creditors. The motion is expected to be heard
by the Court on December 11, 2002.

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

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


UNITED PAN-EUROPE: Files for Chapter 11 Protection in New York
--------------------------------------------------------------
UnitedGlobalCom, Inc., (Nasdaq: UCOMA) announced that, as
expected and as indicated in its announcement of September 30,
2002, its subsidiary United Pan-Europe Communications, NV has
initiated the final steps necessary to implement its
recapitalization. With the full support of UGC, UPC's largest
creditor and shareholder, and an ad hoc committee representing
certain non-UGC holders of its Senior Notes and Senior Discount
Notes, UPC NV commenced a Chapter 11 proceeding in the United
States and a Dutch moratorium proceeding in the Netherlands, in
order to ensure an efficient and effective recapitalization.

On September 30, 2002, UPC publicly announced that UPC, UGC, the
members of the Bondholder Committee and New UPC, Inc., a newly-
formed U.S. company that will become the holding company for
UPC, had entered into a restructuring agreement intended to
substantially de-lever UPC's consolidated balance sheet through
a judicially supervised conversion of UPC's outstanding
indebtedness under its Senior Notes and Senior Discount Notes
and the Belmarken Notes into new common stock of New UPC. Under
the Recapitalization, the existing Dutch holding company, UPC
N.V., will become a substantially or wholly owned subsidiary of
New UPC.

In order to ensure an efficient and effective Recapitalization,
UPC has chosen to complete the restructuring by means of a
Chapter 11 proceeding in the U.S. and a voluntary moratorium
proceeding in the Netherlands. As a first step, UPC has filed a
voluntary petition under Chapter 11 in a U.S. court and has
commenced a suspension of payments proceeding in the Dutch
court. In furtherance of those processes, UPC has filed a draft
plan of composition, know as an "Akkoord," with the Dutch Court
and a proposed plan of reorganization and draft disclosure
statement with the U.S. court.

The proposed Plan and the proposed Akkoord, as well as the draft
Disclosure Statement, are subject to further revision. Final
versions of the proposed Akkoord, the Plan and the Disclosure
Statement will be made available to UPC's creditors and
shareholders upon approval of the Disclosure Statement by the
U.S. court. This final version of the Disclosure Statement will
serve as the document referred to in article 3(2)(b) of the
Dutch Securities Supervision Act 1995. The final version of the
Disclosure Statement will be made publicly available as soon as
practicable after its approval. The location where the document
can be obtained will be publicly made available in due course.
UPC continues to anticipate that the Akkoord process in the
Dutch Courts and the Chapter 11 proceedings in the U.S. courts
will be completed by the end of the first quarter 2003.

                      Management Comments

Gene Schneider, Chairman and CEO of UGC, said, "We are very
pleased to have reached another important milestone in the
recapitalization of UPC. We expect UPC will emerge from this
restructuring by the end of March 2003 with one of the strongest
balance sheets in the European media and telecom sector. Of
course, we believe that this recapitalization plan is a great
result for UGC shareholders, with our ownership in UPC expected
to increase to approximately 66% from 53% currently."

Mike Fries, President and COO of UGC, added, "The Chapter 11 and
voluntary moratorium proceedings only apply to UPC at the parent
company level and, as such, will have no material impact on the
day-to-day business of UPC's subsidiaries. Customer service
remains the key focus and UPC will continue to provide the
highest level of service to its customers throughout the court
protection process and afterwards. Meanwhile, UPC's operations
are achieving record financial results including seven
consecutive quarters of improved EBITDA performance. We look
forward to building on those results as we move into 2003."

            Additional Recapitalization Information

During and upon completion of the Recapitalization UPC expects
to have sufficient resources to fund its operations through to
positive free cash flow, a point from which UPC will be able to
fund itself.

As part of the implementation of the Recapitalization, New UPC
intends to make a Dutch public offer in the Netherlands, with
the support of UPC, for the Ordinary Shares A in UPC to enable
the shareholders of UPC outside the United States to exchange
their Ordinary Shares A in UPC for shares of New UPC's common
stock in accordance with and as provided under the Plan. In this
context, the press release also serves as a public announcement
as referred to in article 9(b)(1) of the Decree to the Dutch
Securities Supervision Act 1995. To this end, in the Netherlands
a public offer document describing at least the key elements of
the Dutch Implementing Offer is expected to be made publicly
available in early to mid January 2003. Any acceptance of a
possible Dutch Implementing Offer by New UPC will be subject to
the consummation of the Recapitalization.

In order to facilitate the implementation of the
Recapitalization, UPC intends to call an Extraordinary General
Meeting of Shareholders, currently expected to be held in the
first quarter of 2003.

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

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

Please visit the UGC's Web site at http://www.unitedglobal.com
for further information about the Company.


VENTAS: Plans to Commence Joint Offering of 16 Million Shares
-------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) said that it currently intends to
commence an underwritten offering of approximately 16 million
shares of common stock jointly with Tenet Healthcare
Corporation, upon effectiveness of a shelf registration filed
with the Securities and Exchange Commission. That registration
statement covers approximately 8 million shares of Ventas common
stock owned by two subsidiaries of Tenet Healthcare Corporation
(NYSE:THC), one of Ventas's largest shareholders. The
underwritten offering would be comprised of approximately 8
million newly issued shares of common stock to be sold by Ventas
and the Ventas shares currently held by Tenet. In addition, the
underwriters will be granted an over-allotment option.

Ventas intends to use the proceeds from the offering of its new
common shares to repay certain of its outstanding indebtedness.
Ventas would not receive any proceeds from the sale of its
common stock sold by Tenet.

The shares proposed to be offered by Ventas in the underwritten
offering were previously registered with the SEC under the
Company's existing universal shelf registration that includes up
to $750 million of equity, debt and other securities of Ventas
and its subsidiaries. That shelf registration statement was
previously declared effective by the SEC.

A registration statement relating to the securities offered by
Tenet has been filed with the SEC but has not yet become
effective. These securities may not be sold nor any offers to
buy be accepted prior to the time the registration statement
becomes effective. This announcement shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

VENTAS TO CANCEL MERRILL LYNCH PRESENTATION

Ventas said that, as a result of the proposed offering, the
Company will enter a quiet period and consequently will cancel
its presentation at the Merrill Lynch Health Services Investor
Conference that had been scheduled for December 3.

VENTAS TO COMPLY WITH SFAS 144 REGARDING THREE PRIOR YEARS'
FINANCIAL STATEMENTS

Ventas also said that in connection with the filing of the
registration statement, it will re-issue three prior years'
financial statements in an updated format in accordance with the
adoption of SFAS 144 to reclassify the results of certain
properties sold during 2002 as discontinued operations. SFAS
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," was adopted by the Company as required in 2002 in
connection with the sale of certain properties for a gain.

This reclassification affects the presentation of results for
the prior periods by conforming the presentation of those prior
financial statements' to the format adopted in 2002, but does
not change the Company's net income or Funds From Operations for
any period.

Under SEC requirements for transitional disclosure, the same
reclassification as discontinued operations required by SFAS 144
following the sale of properties is required for previously
issued annual financial statements for each of the three years
shown in the Company's most recent Annual Report on Form 10-K.
Ventas said the reclassification will affect years 2001, 2000
and 1999.

Ventas, Inc. is a healthcare real estate investment trust that
owns 44 hospitals, 220 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The
Company also has investments in 25 healthcare and senior housing
assets located in Ohio and Maryland. More information about
Ventas can be found at the Company's Web site at
http://www.ventasreit.com


WILLIAMS COMMS: Receives Final FCC Approval on Restructuring
------------------------------------------------------------
WilTel Communications (OTC Bulletin Board: WTEL) announced it
received final Federal Communications Commission (FCC)
regulatory approval in connection with the company's financial
restructuring.  The FCC approval allowed the company to satisfy
the conditions of an escrow agreement and receive the $150
million investment made by Leucadia National Corporation (NYSE:
LUK).

Pursuant to the company's Chapter 11 Plan of Reorganization,
Leucadia purchased an aggregate of 44% of the company's common
stock by investing $150 million in the company and purchasing
the claims of The Williams Companies (NYSE: WMB) for $180
million.  Although the Chapter 11 Plan, including the
distribution of common stock to Leucadia, was consummated on
October 15 under temporary authority from the FCC, the $330
million purchase price paid by Leucadia was placed in escrow in
the form of irrevocable letters of credit pending final FCC
approval.

The company disclosed in its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002, an assertion by SBC
Communications, Inc. ("SBC"), that the escrow agreement
constituted a material modification of the company's Plan of
Reorganization and thus impacted the implementation of the
Stipulation Agreement between the company and SBC as well as
certain amendments to the alliance agreement between the
parties.  With the release of the Leucadia investment from
escrow, the company believes any possible conditions to the
Stipulation Agreement have been satisfied and that the company
and SBC will be able to continue their business relationship as
contemplated under the amendments to their alliance agreement.

                   About WilTel Communications
               (formerly Williams Communications)

WilTel Communications through its operating subsidiary Williams
Communications, LLC, provides data, voice and media transport
solutions to a growing carrier-class customer base with complex
communications needs.  Such customers include leading global
telecommunications and media and entertainment companies --
companies where bandwidth is either their primary business or a
core component of the products and services they deliver.
WilTel's advanced network infrastructure reaches border-to-
border and coast- to-coast with international connectivity to
accommodate global traffic.  For more detailed information,
visit http://www.wiltelcommunications.com


WILLIAMS COMMS: Leucadia Completes 44% Wiltel Stake Acquisition
---------------------------------------------------------------
Leucadia National Corporation (NYSE:LUK)(PCX:LUK) announced that
it has completed the previously announced acquisition of 44% of
the outstanding equity of WilTel Communications Group, Inc.

The aggregate purchase price of $330 million, in the form of
irrevocable letters of credit, was released from escrow upon
WilTel's receipt of requisite regulatory approval from the
Federal Communications Commission ("FCC").

The WilTel stock was acquired by Leucadia under the Chapter 11
Restructuring Plan of Williams Communications Group, Inc., the
predecessor of WilTel ("Old WCG") pursuant to a claims purchase
agreement with The Williams Companies, Inc. ("Williams") and an
investment agreement with Old WCG. The Plan, which became
effective on October 15, 2002, was consummated under special
temporary authority granted by the FCC. Upon the receipt of FCC
approval, the letters of credit were released from escrow, the
funds representing the purchase price were transferred to Old
WCG and Williams and the escrow was dissolved.

Leucadia will now account for this investment under the equity
method of accounting.

Leucadia National Corporation is a holding company engaged in a
variety of businesses, including banking and lending
(principally through American Investment Bank, N.A.),
manufacturing (through its Plastics Division), winery
operations, real estate activities, development of a copper mine
(through its 72.8% interest in MK Gold Company) and property and
casualty insurance and reinsurance. The Company also currently
has equity interests of more than 5% in the following domestic
public companies: AmeriKing, Inc. (6.8%), Carmike Cinemas, Inc.
(11.1%), GFSI Holdings, Inc. (6.9%), HomeFed Corporation
(30.3%), Jackson Products, Inc. (8.8%), Jordan Industries, Inc.
(10.1%) and WilTel Communications Group, Inc. (47.4%).


WILLIAMS: Receives $180 Million Cash Payment From Leucadia
----------------------------------------------------------
Williams (NYSE: WMB) announced it has received the $180 million
cash payment from Leucadia National Corporation (NYSE: LUK) for
Williams' largest claims related to the Chapter 11 bankruptcy of
its former telecommunications subsidiary.

Leucadia originally purchased the claims from Williams in an
agreement that was reached in July.  The cash had been held in
escrow until all the conditions of the agreement had been
satisfied.

Steve Malcolm, chairman, president and chief executive officer,
said, "Williams is an energy-only company.  We're putting our
business focus around the task of finding, producing, gathering,
processing and transporting natural gas.  All of these
businesses are making money and recognized significant increases
in our third-quarter earnings."

                      About Williams

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 INC.: Resolves Set-Off Issues with Delta Airlines
----------------------------------------------------------
Worldcom Inc., together with its debtor-affiliates, and Delta
Airlines sought and obtained Court approval of a stipulation
resolving the issues raised by Delta's motion to offset its
obligations against the amount WorldCom owes Delta, without the
cost and expense of further litigation. The salient terms of the
stipulation are:

   A. Set-off: The Debtors agree to lift the automatic stay only
      to the extent necessary and solely to allow Delta to set-
      off the $1,223,172.94 MCI WorldCom Debt against
      $1,223,172.94 of the prepetition amounts Delta owes the
      Debtors.  The total amount of this set-off is limited to
      and capped at $1,223,172.94.  This Stipulation and agreed
      set-off will in no way effect, limit, or reduce the
      amounts above $1,223,172.94 that Delta owes the Debtors
      for prepetition services and other consideration.
      Furthermore, this Stipulation and agreed set-off will in
      no way effect, limit, or reduce the postpetition amounts
      Delta owes or will owe to the Debtors; and

   B. Delta Payment: Delta will pay the Debtors all remaining
      amounts that are due and owing by Delta to the Debtors,
      including the Remaining Delta Prepetition Debt on or
      before November 21, 2002.  For all amounts not yet due and
      owing by Delta to the Debtors, Delta will pay those
      amounts pursuant to the parties' relationships as the
      amounts become due and owing. (Worldcom Bankruptcy News,
      Issue No. 14; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)

DebtTraders says that Worldcom Inc.'s 7.875% bonds due 2003
(WCOM03USN1 ) are trading at 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM03USN1
for real-time bond pricing.


WORLD HEART: Inks $5MM Private Placement Pact with Northern Sec.
----------------------------------------------------------------
World Heart Corporation (TSX: WHT) entered into an agreement
with Northern Securities Inc. for the private placement, on a
best efforts basis, of up to 3,906,250 Common Shares of the
Corporation. The shares have been priced at $1.28 per common
share, for estimated gross proceeds of $5,000,000, with an
option to increase the issue to 4,492,188 Common Shares
($5,750,000).

The offering will not be qualified for sale to the public by way
of a prospectus. The Common Shares will be issued only in
Canada, and will be subject to a resale restriction period of 4
months during which the securities may not be resold. The Common
Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, and may not be
sold or offered for sale in the United States or otherwise
distributed in the United States unless they are registered
under the Act or an exemption therefrom is available.

             About the Novacor(R) LVAS

WorldHeart's Novacor(R) LVAS is an electromagnetically driven
pump that provides circulatory support by taking over part or
all of the workload of the left ventricle. Novacor(R) LVAS is
already approved in Europe without restrictions for use by heart
failure patients; and in the United States and Canada as a
bridge to heart transplantation. It is approved for use in Japan
by cardiac patients at risk of imminent death from non-
reversible left ventricular failure for which there is no
alternative but a heart transplant.

                 About WorldHeart

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist devices. Its Novacor(R) LVAS (Left
Ventricular Assist System) is well established in the
marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end-stage heart failure.

World Heart's September 30, 2002 balance sheet reported a total
shareholders equity deficit of about C$35.4 million.


WR GRACE: Comments on Proposed Sealed Air, Fresenius Settlements
----------------------------------------------------------------
On November 29, 2002, Sealed Air Corporation and Fresenius
Medical Care AG each announced that they had reached agreements
in principle with representatives of the asbestos creditors
committees to settle claims of fraudulent transfer in the
Chapter 11 proceedings of W. R. Grace & Co. (NYSE:GRA).

Grace was not party to these agreements and cannot predict how
they may ultimately affect its plan of reorganization.

"As reported, these settlements would stop the need for a costly
and time-consuming trial and would remove a significant hurdle
that was blocking us from making progress in the development of
a plan of reorganization," said Paul J. Norris, Chairman,
President and CEO.

Grace is a leading global supplier of catalysts and silica
products, specialty construction chemicals and building
materials, and sealants and coatings. With annual sales of
approximately $1.7 billion, Grace has over 6,000 employees and
operations in nearly 40 countries. Visit the Grace website at
http://www.grace.com


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***