TCR_Public/021205.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 5, 2002, Vol. 6, No. 241

                          Headlines

AMERICA WEST: November Revenue Passenger Miles Slide-Up 22.5%
AMERIKING INC: Files for Chapter 11 Reorganization in Delaware
AMERIKING INC: Case Summary & 39 Largest Unsecured Creditors
AMES DEPARTMENT: Proposes Uniform Lease Rejection Procedures
ANC RENTAL: Wants to Continue Use of Lender's Cash Collateral

ANC RENTAL CORP: Commences Review of Airline Loyalty Programs
AOL TIME WARNER: Reaffirms 2002 Outlook for America Online Div.
ARBEK OAK: Buxbaum Completes GOB Sale & Other Asset Auctions
ASIA GLOBAL CROSSING: Seeks Approval of Asia Netcom Sale Pact
ASSOCIATED MATERIALS: All 9.75% Notes Tendered in Exchange Offer

ATLAS AIR: S&P Keeps B- Corp. Credit Rating on Watch Negative
BETHLEHEM STEEL: Court Approves Stipulation with JPMorgan Chase
CALL-NET ENTERPRISES: Randy Benson Resigns as Senior VP and CFO
CALYPTE BIOMEDICAL: Dian J. Harrison Joins Board of Directors
CD WAREHOUSE: Court Fixes December 13, 2002 as Claims Bar Date

CLASSIC COMMS: Delaware Court to Consider Plan on Dec. 10, 2002
CLUETT AMERICAN: S&P Junks Credit & Sr. Secured Ratings at CCC+
CONSECO FINANCE: Fitch Drops Senior Debt Rating to Default Level
CORDOVA FUNDING: S&P Hatchets Senior Secured Bond Rating to BB
COVANTA: Selling Aviation Fueling Business to Allied Aviation

COVISTA COMMS: Fails to Comply with Nasdaq Listing Requirements
CREDIT SUISSE: Fitch Affirms Low-B Ratings on Six Note Classes
DEUTSCHE MORTGAGE: Fitch Affirms Low-B's on 4 Classes of Notes
EL PASO ENERGY: S&P Places BB+ Rating on CreditWatch Negative
ENCOMPASS SERVICES: Debtors Ask Court for Vendor Comfort Order

ENRON: Secures Nod to Sell Oneida Aircraft to First Tennessee
EOTT ENERGY: Court Approves Patton Boggs as Special Counsel
FAIRCHILD CORP: Completes Sale of Fastener Unit for $657 Million
FAIRCHILD CORP: Accepts for Purchase All 10.75% Notes Tendered
FEDERAL-MOGUL: Equity Committee Wants to Commence Rule 2004 Exam

FIBERMARK INC: Moody's Ratchets 9.375% Notes Down a Notch to B2
FRONTLINE COMMS: Will Not Make Dividend Payment on Preferreds
GE CAPITAL: Fitch Rates 6 Classes of 2002-3 Notes at Low-B Level
GENTEK INC: Wins Nod to Hire Skadden Arps as Chapter 11 Counsel
GENUITY INC: Obtains Court Approval of 'First Day Motions'

GLOBAL CROSSING: US Trustee Names Martin Cooperman as Examiner
HAYES LEMMERZ: Court Approves General Motors Supply Contract
IMPERIAL SUGAR: Selling Diamond Crystal Unit to Hormel Foods
INFU-TECH: Ch. 7 Trustee Hires Hermes Group as Tax Accountants
KMART CORP: Seeks Go-Signal to Transfer $2 Million to S.F.P.R.

L-3 COMMS: Larry Schwartz Rejoins Company to Head 2 Divisions
LAIDLAW INC: Court Approves Kevin Benson's Engagement as CEO
MILLERS AMERICAN: Completes Sale of Certain Assets to Hallmark
MORGAN STANLEY: Fitch Affirms Ratings on Series 1998-HF2 Notes
NAPSTER: Ch. 11 Trustee Gets $250,000 DIP Financing from Napco

NATIONAL CENTURY: Proposes Professional Compensation Procedures
NATIONAL STEEL: October 2002 Net Loss Tops $4.6 Million
NAVISTAR INT'L: Full-Year 2002 Net Loss Balloons $132 Million
NETIA: Polish SEC Admits Restructuring Shares to Trading
NEW POWER COMPANY: Disclosure Statement Hearing Set for Dec. 17

NORTEL: Will Link Wi-Fi Networks with CDMA, GPRS, UMTS Networks
OAKWOOD HOMES: US Trustee Appoints Unsecured Creditors Committee
OCEAN POWER: Seeks Nod to Obtain DIP Financing from Algonquin
OWENS CORNING: Court Approves Sale of Mission Plant to B.C. Ltd.
OWENS-ILLINOIS: EVP and CFO R. Scott Trumbull Opts to Retire

PRIME GROUP: K Capital Urges Company to Seek Strategic Options
PROVANT INC: Maxco Inc. Discloses 10.4% Equity Stake
PROVELL: Disclosure Statement Hearing is Tomorrow in Manhattan
PSC INC: Brings-In U.S. Bancorp Piper as Investment Banker
RAILAMERICA INC: Initiates Cost-Reduction Efforts & Promotions

SAFETY-KLEEN CORP: Plan's Classification & Treatment of Claims
SAMSONITE CORP: Third Quarter 2002 Results Show Improvement
SATCON TECHNOLOGY: Fails to Satisfy Covenant Under Credit Pact
SEITEL INC: Noteholders Extend Standstill Agreement Until June 2
SKYLINE MULTIMEDIA: Sept. 30 Working Capital Deficit Tops $11MM

SPECTRASITE: Turns to Lazard Freres for Financial Advice
STANDARD COMM'L: S&P Ups Corp. Credit & Sr. Sec. Ratings to BB+
TITANIUM METALS: Sets Special Shareholders' Meeting for Feb. 4
TOKHEIM CORP: Wants to Pay Prepetition Critical Vendor Claims
TRENWICK GROUP: Fitch Further Junks long-Term & Sr. Debt Ratings

TYCO: Names Gardner Courson Deputy General Counsel, Litigation
UNITED AIRLINES: ATSB Nixes Proposal for Federal Loan Guarantee
UNITED AIRLINES: 10-Day Grace Period Expires Dec. 12
UNITED AIRLINES: S&P Keeps Watch on Ratings on Deferred Payments
UNITED AIRLINES: Cuts Number of Company Officers & Their Wages

UNITED AIRLINES: Will Furlough Additional 220 Pilots by Jan. 6
UNITED PAN-EUROPE: Case Summary & 20 Largest Unsec. Creditors
UNIVIEW TECHNOLOGIES: Fails to Raise New Funds & Cuts Operations
UNOCAL CORP: Board Elects Ferrell McClean as Independent Member
U.S. TIMBERLANDS: Commences Trading on Nasdaq SmallCap Market

VENTAS INC: Appoints Richard Schweinhart as New SVP and CFO
VENTAS INC: Expects Merrill Lynch to Underwrite Share Offering
VENTAS INC: Executes Supplemental Senior Note Indenture
WASATCH PHARMACEUTICAL: Implements 1-for-25,000 Reverse Split
WORLDCOM INC: Keeps Plan Filing Exclusivity Until April 17, 2003

WORLDCOM: TRAC Warns Consumers of New Round of MCI Rate Hikes
WORKGROUP TECHNOLOGY: Appeals Nasdaq Delisting Determination

* DebtTraders' Real-Time Bond Pricing

                          *********

AMERICA WEST: November Revenue Passenger Miles Slide-Up 22.5%
-------------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics
for the month of November and year-to-date 2002.  Revenue
passenger miles for November 2002 were a record 1.6 billion, an
increase of 22.5 percent from November 2001.  Capacity for
November 2002 was 2.2 billion available seat miles, up 20.6
percent from November 2001.  The passenger load factor for the
month of November was a record 71.2 percent versus 70.1 in
November 2001.

Year-to-date load factor was a record 73.5 percent, up 1.2
points from 2001.  Year-to-date RPMs were a record 18.2 billion,
a 2.5 percent increase from 2001.  Available seat miles
increased 0.7 percent for the current year to 24.7 billion.

The November 2001 results were significantly impacted by the
events of Sept. 11, 2001, and a subsequent reduction in America
West capacity due to reduced demand.  Compared to November 2000,
RPMs increased 0.8 percent, ASMs decreased 1.6 percent and load
factor increased 1.7 points from 69.5 percent to 71.2 percent.

"Consumers' response to our business-friendly fare structure
continues to be outstanding and is driving business market share
to America West," said Scott Kirby, executive vice president,
marketing and sales.  "Our November load factor led all major
airlines and our traffic increased 23 percent while U.S.
domestic industry traffic was essentially flat year-over-year."

America West Airlines is the nation's largest low-fare, hub-and-
spoke airline.  Founded in 1983, it is the only carrier formed
since deregulation to achieve major airline status.  Today,
America West is the nation's eighth-largest carrier and serves
93 destinations in the U.S., Canada and Mexico. America West is
a wholly owned subsidiary of America West Holdings Corporation,
an aviation and travel services company with 2001 sales of $2.1
billion.

                         *    *    *

As reported in Troubled Company Reporter's June 6, 2002 edition,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


AMERIKING INC: Files for Chapter 11 Reorganization in Delaware
--------------------------------------------------------------
AmeriKing, Inc., one of the largest independent BURGER KING(R)
franchisees, has commenced voluntary bankruptcy proceedings
under Chapter 11 of the United States Bankruptcy Code.  The
petition was filed in the United States Bankruptcy Court in
Wilmington, Delaware.  This filing is a necessary step in
AmeriKing's planned reorganization and its ongoing negotiations
with its bank group and others to restructure its balance sheet
and extend the maturity of its credit facility.  A detailed
restructuring plan is being finalized that would allow a
significant portion of the debt to be exchanged for equity
ownership in the company, thereby significantly deleveraging the
balance sheet and substantially reducing annual interest
payments.

Additionally, AmeriKing is working with potential investors to
secure an investment to fund capital improvements.  All of these
dollars would be invested into the restaurants to fund key
capital projects such as new drive- thru systems, new signage
and restaurant remodels.

As part of its restructuring plan, AmeriKing has closed 23
underperforming restaurants, leaving the company with 329
restaurants.  The Company has placed the majority of the
impacted employees into positions in existing restaurants.

Joe Langteau, President and Chief Executive Officer, said, "This
is a critical moment in our company's history. This
restructuring, when successfully completed, will enable us to
significantly reduce our long-term debt and position us to
accelerate our turnaround.  We are committed to the BURGER KINGr
Brand and are excited about the programs underway to improve
systemwide performance.  We are looking forward to working
closely with our bank group and Burger King Corporation to
finalize the details of this restructuring agreement."

Ben Hirst, Executive Vice President of Burger King Corporation,
said, "We intend to work with AmeriKing and its lenders and
suppliers to achieve a fair and equitable restructuring in
Chapter 11.  We are confident that AmeriKing will be able to
accomplish the financial restructuring and infusion of capital
that are necessary to stabilize its business, strengthen its
balance sheet, and improve its operations.  As one of our
largest franchisees, AmeriKing will continue to be an important
and valued business partner of Burger King Corporation."

Headquartered in Westchester, Illinois, AmeriKing is one of the
largest independent BURGER KING(R) franchisees in the United
States with 329 restaurants, located primarily in twelve
Midwestern and Mid-Atlantic states.


AMERIKING INC: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: AmeriKing, Inc.
             2215 Enterprise Drive
             Suite 1502
             Westchester, Illinois 60154

Bankruptcy Case No.: 02-13515

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                            Case No.
     ------                                            --------
     AmeriKing Service Co., Inc.                       02-13516
     National Restaurant Enterprises Holdings, Inc.    02-13517
     National Restaurant Enterprises, Inc.
      d/b/a AmeriKing Corp.                            02-13518
     AmeriKing Indiana Holdings, Inc.                  02-13519
     AmeriKing Indiana, L.P.                           02-13520
     AmeriKing Tennessee Corp. I                       02-13521
     AmeriKing Colorado Corporation I                  02-13522

Type of Business: The Company operates approximately 329
                  franchised restaurants through its
                  subsidiaries.

Chapter 11 Petition Date: December 4, 2002

Court: District of Delaware

Judge: Jerry W. Venters

Debtors' Counsel: Christopher A. Ward, Esq.
                  Neil B. Glassman, Esq.
                  Steven M. Yoder, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, DE 19899
                  Tel: 302-655-5000
                  Fax : 302-658-6395

Total Assets: $223,399,000

Total Debts: $291,795,000

Debtor's 39 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State Street Bank and       Indenture Trustee of   $63,372,835
Trust                      Senior Notes, 13%,
Lena Altomare               Due 2007 - NRE Holdings
2 Avenue De Lafayette
Boston, MA 02111

State Street Bank and       Indenture Trustee of   $53,486,000
Trust                      Senior Notes, 10.75%,
Lena Altomare               Due 2007 - NRE Holdings
2 Avenue De Lafayette
Boston, MA 02111

Burger King Corporation    Estimated Amounts        $5,548,258
Nikka Copeland             Due Under Various
5505 Blue Lagoon Drive     Franchise Agreements
Miami, FL 33126            as of Oct. 28, 2002

State Street Bank and      Indenture Trustee of       $491,000
Trust                     Senior Notes, 10.75%,
Lena Altomare              Due 2006 - Ameriking,
2 Avenue De Lafayette      Inc.
Boston, MA 02111

Illinois Dept. of Revenue  Estimated Sale and         $237,000
                           Use Taxes as of
                           Dec. 2, 2002

Comed                      Trade debt as of Nov. 21   $197,533

Stainless, Inc.            Trade Debt as of           $169,324
                           Nov. 29, 2002

Coca-Cola Financial Corp.  Trade Debt as of           $167,167
                           Dec. 2, 2002

Irwin Franchise Capital    Trade Debt as of           $162,659
Corp.                     Dec. 2, 2002

Colt Hothorn               Employment/Separation      $162,500
                           Agreement

North Carolina dept. of    Estimated sale and use     $158,000
Revenue                    taxes as of Dec. 2, 2002

State of Wisconsin         Estimated Sale and Use     $146,000
Dept. of Revenue           Taxes as of Dec. 2, 2002

Tenessee Dept. of Revenue  Estimated Sale and use     $131,000
                           Taxes as of Dec. 2, 2002

Prosi Design               Trade Debt as of           $102,787
                           Nov. 29, 2002

Coca-Cola USA              Trade Debt as of            $97,203
                           Nov. 21, 2002

VA Dept. of Taxation       Estimated Sale and Use      $87,000
                           Taxes as of Dec. 2, 2002

State of Indiana           Estimated Sale and Use      $75,000
Dept. of Revenue           Taxes as of Dec, 2, 2002

Landscape Concepts Mgt.    Trade debt as of            $75,000
Inc.                       Nov. 29, 2002

Fleet Capital Leasing      Trade debt as of            $62,160
                           Dec. 2, 2002

Muzak Limited Partnership  Trade debt as of            $52,659
                           Nov. 29, 2002

Hickory Associates         Trade debt as of            $51,781
                           Nov. 29, 2002

The Executive Building Co. Trade debt as of            $50,794
                           Nov. 29, 2002

Lighting Maintenance       Trade debt as of            $48,397
                           Nov. 29, 2002

Mayer Brown, Rowe, Maw     Trade debt as of            $44,345
                           Nov. 29, 2002

Curtis James Investments   Trade debt as of            $43,689
                           Nov. 29, 2002

Texas Comptroller of       Estimated Sale and          $41,000
Public Accounts            Use Taxes as of Dec. 2, 2002

Waste Management 930580    Trade debt as of            $38,427
                           Nov. 29, 2002

Peoples Energy             Trade debt as of            $60,687
                           Nov. 29, 2002

BRE Enterprise Drive LLC   Trade debt as of            $36,441
                           Nov. 29, 2002

Colorado Dept. of Revenue  Estimated Sale and use      $36,000
                           Taxes as of Dec. 2, 2002

Wesley Rooks               Trade debt as of            $35,416
                           Nov. 29, 2002

Sarfatty Assoc., Ltd.      Trade debt as of            $35,609
                           Nov. 29, 2002

Ikerd Enterprises          Trade debt as of            $33,750
                           Nov. 29, 2002

Techteam Cyntergy, LLC     Trade debt as of            $33,750
                           Nov. 29, 2002

Ohio Dept. of Taxation     Trade debt as of            $33,000
                           Nov. 21, 2002

Northern Indiana Public    Trade debt as of            $32,621
Ser.                       Nov. 29, 2002

W.W. Grainger, Inc.        Trade debt as of            $33,397
                           Nov. 29, 2002

Swisher                    Trade debt as of            $57,746
                           Nov. 29, 2002

Madrus Realty Co., Inc.    Trade debt as of            $28,396
                           Nov. 29, 2002


AMES DEPARTMENT: Proposes Uniform Lease Rejection Procedures
------------------------------------------------------------
To streamline the process of rejecting their remaining unexpired
leases, Ames Department Stores, Inc., and its debtor-affiliates
ask the Court to approve certain Rejection Procedures.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP,
tells Judge Gerber that the Debtors are in the process of
reviewing and analyzing the unexpired leases to determine their
economic values.  From the results of this analysis and review,
the Debtors will determine which leases have no value and should
be rejected.  According to Mr. Bienenstock, the leases to be
rejected include those which the Debtors have had difficulty in
securing subtenants or assignees that are willing and able to
satisfy the full value of the unexpired lease obligations.

Mr. Bienenstock asserts that the proposed Rejection Procedures
balance the need for an expeditious reduction of burdensome
costs to the Debtors' estates while providing due notice of the
proposed rejection to the counterparties to the unexpired
leases.

The Debtors also seek the Court's authority to remove any
property from the premises subject to the rejected unexpired
lease that they either own or lease from third parties, or that
is subject to any equipment financing agreements with third
parties.  The Debtors intend to abandon any property remaining
in the premises in the event that property has little or no more
value to them.

The Lease Rejection Procedures to be implemented are:

    -- Any Unexpired Lease that the Debtors determined to be
       unmarketable will be rejected after 10 business days
       written notice, via facsimile or overnight mail to:

       (1) the non-Debtor party and its counsel, if known, under
           the Unexpired Lease;

       (2) the statutory creditors' committee's counsel;

       (3) Kimco's counsel;

       (4) the postpetition lenders' counsel; and

       (5) the U.S. Trustee.

    -- If an objection to a Rejection Notice is filed by a
       Rejection Notice Party, the Debtors may schedule a
       hearing to consider the objection.

    -- If no objection to a Rejection Notice is timely filed and
       received, the applicable Unexpired Lease will be deemed
       rejected on the later of:

       (a) the date of the Rejection Notice unless otherwise
           agreed, in writing, by the Debtors and the
           counterparty to the Unexpired Lease;

       (b) the date the leased property is surrendered to the
           affected lessor; and

       (c) the effective date otherwise set forth in the
           Rejection Notice.

    -- If a timely objection to a Rejection Notice is received,
       and the Court ultimately upholds the Debtors'
       determination to reject the Unexpired Lease, the
       Unexpired Lease will be deemed rejected:

       (a) as of the later of:

             (i) the date of the Rejection Notice unless
                 otherwise agreed, in writing, by the Debtors
                 and the counterparty to the Unexpired Lease;

            (ii) the date the leased property is surrendered to
                 the affected lessor; and

           (iii) the effective date otherwise set forth in the
                 Rejection Notice; or

       (b) as otherwise determined by the Court in its order
           overruling the objection.

    -- Any claims arising out of the rejection of the Unexpired
       Leases must be filed with Donlin, Recano & Company, the
       Court-approved claims processing agent, on or before 30
       days after the effective rejection date. (AMES Bankruptcy
       News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ANC RENTAL: Wants to Continue Use of Lender's Cash Collateral
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to continue using the Cash Collateral for the
payment of expenses critical to their business operations until
February 16, 2003.

Elio Battista, Jr., Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, tells the Court that the Debtors will
be using the Cash Collateral on the same terms as the current
Cash Collateral Order.  The Debtors are currently seeking the
Creditors Committee's consent on the motion.

If the Debtors are denied authority to continue using the Cash
Collateral, Mr. Battista is concerned that the Debtors'
reorganization efforts would be seriously undermined -- to the
detriment of their creditors, equity holders and employees.  The
Debtors fund their working capital needs through cash generated
from their business operations.  Except for certain contingent
letters of credit, the Debtors do not rely on any credit
facility to meet their regular working capital needs.

The Debtors' operating expenses include the maintenance of the
various vehicles and the payment of rent, taxes, utilities,
salaries and wages, employee benefits and necessary capital
expenditures.  The Debtors will be using the Cash Collateral for
financing and purchasing new vehicles for their fleet as well as
payment of other administrative expenses including, without
limitation:

    -- professional fees and expenses allowed by the Court
       pursuant to Sections 330 and 331 of the Bankruptcy Code;

    -- reimbursement of allowed expenses incurred by the members
       of any official committee appointed by the Office of the
       United States Trustee in the Debtors' cases;

    -- fees payable under bankruptcy and related costs; and

    -- other charges incurred in administering the Debtors'
       Chapter 11 cases.

"Authorization to use the cash collateral for the preservation
of the Debtors' businesses will benefit creditors and the
Debtors alike," Mr. Battista asserts.  "Moreover, the Debtors'
use of cash collateral in their cases has been instrumental to
the implementation of their business plan that will result in
the streamlining of their businesses and successfully emerging
from Chapter 11 as a viable company." (ANC Rental Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ANC RENTAL CORP: Commences Review of Airline Loyalty Programs
-------------------------------------------------------------
Acknowledging that not all Frequent Flyer programs offer the
competitive advantages they once did, ANC Rental Corporation,
parent of National Car Rental and Alamo Rent A Car, will begin
reviewing the value of its participation in Airline Loyalty
Programs. Committed to reviewing all options, the company will
begin meeting with travel partners and commercial accounts over
the next 30 days. A decision is expected during the first
quarter of 2003.

"Not all frequent flyer programs offer the marketing advantage
they once did," said Michael Going, Sr. VP of Sales for ANC. "It
is also apparent that the cost of the programs benefits the
airlines, not the customer or the car rental industry due to the
breakage component in unredeemed miles."

ANC's move follows closely on the heels of a similar decision by
Hertz. There will be one key difference, however.

"While we support the direction of the recent Hertz decision to
improve margins," said Going, "we do not believe that a change
forced on customers with no advance notice or informed
discussion is an appropriate path. We will move to become
competitive in programs that benefit our customers, while
yielding an acceptable rate of return. We differ, though, in
that our customers and business partners will be involved in our
decision."

To that end, ANC will convene an advisory group to weigh the
effects of various plan modifications on its corporate travel
partners. The advisory group will consist of representatives
from various commercial travel accounts and airline partners.

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.2 billion in 2001. ANC Rental Corporation,
the parent company of Alamo and National, has more than 3,000
locations in 69 countries. Its more than 17,000 global
associates serve customers worldwide with an average daily fleet
of more than 275,000 automobiles.


AOL TIME WARNER: Reaffirms 2002 Outlook for America Online Div.
---------------------------------------------------------------
AOL Time Warner Inc., (NYSE:AOL) reaffirmed its previously
provided 2002 outlook for its America Online division and
announced a preliminary 2003 outlook for the division in advance
of Tuesday's meeting where management will provide an update on
its America Online business.

The Company said it expects America Online's full-year 2002
total revenues to range between $8.8 billion and $9.0 billion
and advertising and commerce revenues to be between $1.5 billion
and $1.6 billion. The Company also said it expects America
Online's EBITDA to total between $1.7 billion and $1.8 billion,
trending toward the high end of that range.

In providing a preliminary 2003 outlook for America Online, the
Company said that it expects solid growth in worldwide
subscription revenue will be offset by declines in advertising
and commerce revenues of 40% to 50% in 2003, largely due to
lower revenue recognition from prior-period commitments. As a
result, overall revenues for the division will be essentially
flat in 2003 compared with 2002. With the decline in high-margin
advertising and commerce revenues, the Company said that it
expects EBITDA to decrease 15% to 25% year over year.

AOL Time Warner Chief Financial Officer Wayne Pace said: "Our
2002 results continue to track as we expected. Even though it's
early to give a precise 2003 outlook for America Online,
management has just concluded a comprehensive review of its
operations and has developed an achievable business plan to
build a strong foundation for the future. It is clear that 2003
will be a transition year, but with this plan we expect America
Online once again to deliver solid EBITDA growth beginning in
2004."

Separately, AOL Time Warner said it also expects to achieve its
previously announced overall Company outlook for full-year 2002
EBITDA growth at the low end of the 5% to 9% range and full-year
revenue growth within the 5% to 8% range.

AOL Time Warner Inc., is the world's leading media and
entertainment company, whose businesses include interactive
services, cable systems, filmed entertainment, television
networks, music and publishing.

At September 30, 2002, AOL Time Warner's balance sheets show
that its total current liabilities exceeded its total current
assets by about $2.1 billion.


ARBEK OAK: Buxbaum Completes GOB Sale & Other Asset Auctions
------------------------------------------------------------
The recent going-out-of-business sale and auctions directed by
Buxbaum/Century of Arbek Oak Furniture's merchandise inventory,
machinery and equipment resulted in the sale of all items on
hand, yielding a return to the manufacturer's secured lender
that was nearly 50% above original projections.

Buxbaum/Century of Calabasas, Calif., was retained by the bank
to dispose of Arbek's inventory, machinery and equipment
following a foreclosure. Founded in 1982, Chino, Calif.-based
Arbek had sold its oak furniture through more than 1,000
retailers nationally, ranging from the Haverty, Wickes and
Levitz chains, to independent merchants.

Arbek's merchandise inventory consisted of 3,500 pieces of beds,
mirrors and replacement parts valued at $2.5 million (at
retail). All merchandise went on public sale at the Chino plant
starting September 13, and all but 450 pieces were sold. This
was followed by an on-site auction on October 18 of 1,500 lots
of Arbek's machinery and equipment, which ranged from
woodworking machines to warehouse equipment and office
furnishings. More than 500 bidders from as far away as
Pennsylvania, Canada and Mexico snapped up everything in sight.
Finally, the remaining 450 pieces of furniture were sold at
auction on October 19.

Buxbaum/Century is a joint venture between Buxbaum Group of
Calabasas and Century Services, a leading specialist in
industrial equipment appraisals and liquidations, headquartered
in Calgary, Alberta. Buxbaum/Century Services was formed in 2000
to provide machinery and equipment appraisal and auction
services for financial institutions and corporations throughout
North America.

"This project showcased the unique combination of strengths this
joint venture brings together: The consumer goods expertise of
Buxbaum Group and the machinery and equipment expertise of
Century Services," explained Buxbaum/Century regional manager
Joseph Seigo, who directed the Arbek sale and auctions. "As
opposed to a scenario under which one company would handle the
merchandise sale and another the M&E auction, the efficiencies
inherent to this single-source approach allow for significantly
higher return to the secured lender, both from an initial offer
perspective as well as on a net recovery basis.

"Among other things," Seigo continued, "we were able to leverage
the retail sale advertising to promote the M&E auction. When it
came time to close the liquidation and go to auction with the
M&E, we had a forum to market the remaining merchandise and
generate a higher return than 'bulking out' the balance of the
inventory. At the end of the day, we were able to increase the
net returns to the lender by almost 50%."

Buxbaum Group provides inventory appraisals, auctions on both
fixed and liquid assets, turnaround and crisis management, as
well as other consulting services for banks and other financial
institutions with retail, industrial, wholesale/distribution and
consumer-product manufacturing clients. The firm also provides
liquidation services on an equity or consultative basis for
consumer-product inventories, machinery and equipment.
Additionally, Buxbaum buys and sells consumer-product
inventories on a closeout basis.


ASIA GLOBAL CROSSING: Seeks Approval of Asia Netcom Sale Pact
-------------------------------------------------------------
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, the Asia Global
Crossing Ltd. Debtors 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) are
trading at about 10 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


ASSOCIATED MATERIALS: All 9.75% Notes Tendered in Exchange Offer
----------------------------------------------------------------
Associated Materials Incorporated said that 100% of the
aggregate principal amount of its unregistered 9-3/4% Senior
Subordinated Notes due 2012 had been tendered and accepted
pursuant to the Company's offer to exchange such notes. The
Company offered to exchange $165,000,000 of the original notes,
issued in April 2002, for new notes registered under the
Securities Act of 1933, as amended, pursuant to the registration
rights agreement related to the sale of the original notes.  The
terms of the new notes are identical to the terms of the
original notes, but the new notes will not be subject to the
transfer restrictions under the federal securities laws that
were applicable to the original notes.   The exchange offer
expired at 5:00 p.m., New York City time on Tuesday, November
26, 2002.

AMI is a leading manufacturer of exterior residential building
products, which are distributed through 89 company-owned Supply
Centers across the United States.  The Company produces a broad
range of vinyl siding and vinyl window product lines as well as
vinyl fencing, decking and railing and vinyl garage doors.

                         *    *    *

As previously reported, Standard & Poor's revised the
CreditWatch implications on building products manufacturer
Associated Materials Inc.'s 'BB' corporate credit rating to
negative from developing. Ratings on Associated Materials were
placed on CreditWatch on December 20, 2001, following the
company's announcement that it was pursuing strategic
alternatives, including a possible sale of the company.

The revision of the CreditWatch implications stems from the
completion of Standard & Poor's review of the company's proposed
capital structure pending its sale to Harvest Partners Inc. The
transaction, valued at $468 million, will be financed with $296
million of cash and debt and $172 million of equity. If the
acquisition is completed as currently structured, Standard &
Poor's expects to lower its corporate credit rating on
Associated Materials Inc., to double-'B'-minus, reflecting a
more leveraged capital structure. The outlook will be stable.

In addition, Standard & Poor's expected to assign a single-'B'
rating to the company's proposed $165 million subordinated notes
due 2012 to be issued under Rule 144A with registration rights.


ATLAS AIR: S&P Keeps B- Corp. Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Atlas Air Worldwide Holdings Inc., and subsidiary Atlas Air Inc.
Standard & Poor's ratings on both entities remain on CreditWatch
with negative implications, where they were placed on
October 17, 2002. Standard & Poor's lowered the corporate credit
rating to 'B-' from 'B' and senior unsecured debt to 'CCC' from
'CCC+'. Ratings of most enhanced equipment trust certificates
were lowered by one notch, as well. One class of enhanced
equipment trust certificates, the 1999-1B certificates, was
lowered two notches (to 'BB+' from 'BBB'), reflecting
deterioration in asset coverage, as well as the effect of the
downgrade of Atlas Air Inc.

The rating actions follow the company's announcement that its
failure to provide timely audited financial statements has
become an "event of default" under its credit facilities and
related intercompany aircraft leases, and that lenders may now
accelerate repayment of approximately $246 million in
outstanding indebtedness, should lenders representing at least
50.1% of the outstanding loans choose to do so. "The rating
actions reflect Atlas' default under its credit agreement, and
continuing concerns about near-term liquidity and the company's
ability to meet debt service requirements as they come due over
the near term," said Standard & Poor's credit analyst Lisa
Jenkins. "The company is in discussions with its banks and is
attempting to negotiate a waiver of the default," Ms. Jenkins
continued.

Purchase, New York-based Atlas announced on October 16 that it
was initiating a re-audit of its financial results for 2000 and
2001, following a determination that certain adjustments must be
made to prior-year results. Completion of the re-audit is not
expected before early 2003. As a result of the re-audit, the
company delayed the filing of its third-quarter 2002 Form 10-Q,
which created the event of default. Atlas Worldwide Holdings,
which provides heavyweight air cargo services through its Atlas
Air Inc. subsidiary and scheduled, high-frequency airport-to-
airport cargo services through its Polar subsidiary, has about
$2.5 billion of debt (including off-balance-sheet leases). Atlas
is seeking additional waivers if and to the extent necessary to
avoid defaults under other indebtedness, as well as its the
default under the bank facilities.

DebtTraders says that Atlas Air Inc.'s 10.75% bonds due 2005
(CGO05USR1) are trading at about 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CGO05USR1for
real-time bond pricing.


BETHLEHEM STEEL: Court Approves Stipulation with JPMorgan Chase
---------------------------------------------------------------
In accordance with the Final DIP Financing Order, Bethlehem
Steel Corporation and its debtor-affiliates caused Bethlehem
Steel Funding, LLC to sell its accounts receivable for a
purchase price comprised of:

  (a) the total cash required to satisfy the obligations owed by
      Funding to the Funding Purchasers, including all amounts
      needed to cash collateralize reimbursement obligations in
      respect of undrawn letters of credit; and

  (b) the cancellation of the Funding Note.

Funding used the proceeds to repay in full all outstanding
purchased interests in:

  (1) the accounts receivable held by the Funding Purchasers
      under the Receivables Agreement; and

  (2) the cash collateralize reimbursement obligations with
      respect to the undrawn letters of credit issued under the
      Receivables Agreement.

Before October 7, 2002, all but one of the Receivables Agreement
LOCs were terminated without being drawn upon, and the
applicable amount of cash collateral was returned to the
Debtors.  There remained outstanding one undrawn Receivables
Agreement LOC -- Travelers LOC -- in the face amount of
$2,500,000.  JPMorgan Chase Bank, in its capacity as
administrative, structuring, and collateral agent under the
Receivables Agreement, presently holds cash collateral equal to
105% of the Travelers LOC for the benefit of the Funding
Purchasers.

On October 7, 2002, JPMorgan received a draw request for the
full amount of the Travelers LOC, which was honored on
October 11, 2002.

In consideration for the release of the accounts receivable the
Debtors acquired from Funding, the Debtors are required to
indemnify and hold harmless the Funding Purchasers and the
Funding Agent for and against any and all claims, losses, costs
or expenses they suffered or incurred arising out of or relating
to the Receivables Agreement.

Accordingly, Judge Lifland approves a Stipulation between the
Debtors and JPMorgan to apply the Cash Collateral as
reimbursement for the drawn Travelers LOC.  It is in the
Debtors' best interest to reimburse the Funding Purchasers as
soon as possible to minimize the accrual of interest and other
costs, expenses and fees related to the Travelers LOC.

Pursuant to the Stipulation, the parties agree that:

  -- JPMorgan, on behalf of the Funding Purchasers, is directed
     irrevocably to apply the Cash Collateral as reimbursement
     or payment of:

     (a) the full amount of the drawing made under the Travelers
         LOC -- Principal Sum;

     (b) the Yield accrued on the Principal Sum for the period
         from October 11, 2002 to the date of the application;

     (c) any accrued and unpaid Letter of Credit Participation
         Fees and L/C Issuing Bank Letter of Credit Fees whether
         for the Travelers LOC or any other Receivables
         Agreement LOC; and

     (d) any other non-contingent costs, expenses or fees
         payable under the Receivables Agreement and relating to
         the Travelers LOC.

     Before JPMorgan applies the Cash Collateral, it will
     deliver to the Debtors a statement setting forth in
     reasonable detail the calculation of all amounts;

  -- Upon full reimbursement or payment, JPMorgan will turn over
     to the Debtors any remaining Cash Collateral.   JPMorgan
     will then acknowledge receipt of full payment of the
     amounts reimbursed or paid; and

  -- To the extent necessary, the automatic will be deemed
     lifted for the purpose of consummating the transactions.
     (Bethlehem Bankruptcy News, Issue No. 26; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


CALL-NET ENTERPRISES: Randy Benson Resigns as Senior VP and CFO
---------------------------------------------------------------
Bill Linton, president and chief executive officer of Call-Net
Enterprises Inc., (TSX: FON, FON.B) said that the corporation
has accepted the resignation of Randy Benson, senior vice
president and chief financial officer, effective December 31,
2002.

Mr. Benson joined the company in 1999. His experience in
operational and financial restructuring was invaluable to Call-
Net and he played an integral role in the company's successful
$2.6 billion recapitalization completed in April of 2002.

"We are sorry to lose someone of Randy's calibre, however we
understand his desire to move forward and pursue different
ventures," said Linton. "He has made a significant contribution
to Call-Net during his three year tenure and will be missed by
the entire management team."

"Randy made a valuable contribution to Call-Net Enterprises
during a difficult phase in our company's history," said Larry
Tapp, chairman of the board of directors, Call-Net. "We will
miss him and wish Randy well in his future endeavours."

"I am privileged to have had the opportunity to work with such a
motivated and talented group of people on the board, on the
management team and within the company," said Benson. "We've
overcome significant obstacles as an organization and I depart
confident of the company's ability to manage through the next
phase of industry change."

Call-Net Enterprises Inc., is a leading Canadian integrated
communications solutions provider of local and long distance
voice services as well as data, networking solutions and online
services to over 4,500 businesses and 110,000 households
primarily through its wholly-owned subsidiary Sprint Canada Inc.
Call-Net, headquartered in Toronto, owns and operates an
extensive national fibre network and has over 100 co-locations
in ten Canadian metropolitan markets. For more information,
visit the Company's Web sites at http://www.callnet.caand
http://www.sprint.ca

                          *   *   *

As previously reported, Standard & Poor's assigned a 'B+' rating
to Call-Net Enterprises Inc.'s US$377.0 million 10.625% senior
notes on April 16, 2002. At the same time, the long-term
corporate credit rating on the company was raised. Outlook is
positive.

The ratings reflect Call-Net's national franchise in Canada, and
improvement in its subscriber mix and financial risk profile,
following the company's successful C$2.6 billion
recapitalization in April 2002.

The ratings also took into consideration Sprint Corp.'s 10.0%
equity ownership and strategic alliance, which provides Call-Net
with access to Sprint's technology, network, purchasing power,
and related trademarks. Still, increasing competition from
incumbent providers in the small and midsize business
telecommunications market, Call-Net's exposure to declining
long-distance prices, and the execution risks associated with a
revised business plan remain concerns.


CALYPTE BIOMEDICAL: Dian J. Harrison Joins Board of Directors
-------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CALY), the developer and
marketer of the only two FDA-approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA-approved serum
HIV-1 antibody Western Blot supplemental test, announced that
Dian J. Harrison, age 54, has agreed to join Calypte's board of
directors. She has received unanimous approval from Calypte's
current board and becomes a nominee, subject to shareholder
approval, for Calypte's 2003 board of directors as part of the
preliminary proxy filing of November 2002.

Ms. Harrison brings nearly 30 years of progressive experience in
the healthcare and nonprofit sector to Calypte's board of
directors. She currently serves as the president and chief
executive officer of Planned Parenthood Golden Gate, which
serves the entire San Francisco Bay Area. PPGG is one of the
largest Planned Parenthood affiliates in the United States.
Harrison brought PPGG to fruition by merging Planned Parenthood
Association of San Mateo County with Planned Parenthood
affiliates in Alameda, San Francisco, Marin, Sonoma and
Mendocino counties. She now leads and oversees the operations
for nine health centers, a 300 staff organization and manages a
$18 million annual operating budget. She is also the primary
spokesperson for the organization in a variety of areas,
including Medical Services, Education Programs, Advocacy, and
Patient Rights.

"Dian brings to Calypte's board an extensive track record
educating and administering care in reproductive and general
health issues," stated Nancy Katz, president and CEO of Calypte.
"While her credentials speak for themselves, it is Dian's
passion for and involvement in community health that has
propelled her career. Dian's community-based experience can help
Calypte to increase the awareness of urine screening for HIV. We
believe she will be a tremendous asset to our board."

Ms. Harrison currently serves on the board of the California
Family Health Council. She has served on the boards of several
organizations, including the American Civil Liberties Union, the
National Association for the Advancement of Colored People and
the Red Rock Foundation. She received the Woman of the Year
Award and the Women of Color Inspiration Award in 1996 from the
National Women's Political Caucus, and was presented the 1997
Outstanding Leadership and Service Award from the Black Women
for Political Action.

Prior to her work with Planned Parenthood, Harrison served in
leadership positions with high-profile organizations such as the
United Way, the Urban League, and Fisk University. She received
an undergraduate degree in Sociology from California State
University, Los Angeles, and a Masters Degree in Social Work
Planning and Administration from Western Michigan University.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples, as well as an
FDA-approved serum HIV-1 antibody Western Blot test. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners. Refer to current product package inserts for complete
information on product performance characteristics.

As previously reported in the Troubled Company Reporter,
Calypte's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $7.5 million.


CD WAREHOUSE: Court Fixes December 13, 2002 as Claims Bar Date
--------------------------------------------------------------
December 13, 2002, is fixed by the U.S. Bankruptcy Court for the
Western District of Oklahoma as the final day for creditors of
CD Warehouse, Inc., and its debtor-affiliates to file their
Proofs of Claims against the Debtors estates, or be forever
barred from asserting those claims.

Proofs of claims must be received by the Clerk of the Bankruptcy
Court before 4:30 p.m. on the Claims Bar Date.

CD Warehouse, Inc., together with its affiliates, filed for
Chapter 11 protection on July 26, 2002.  The Kirschner Law Firm,
PC represents the Debtors in their restructuring efforts.


CLASSIC COMMS: Delaware Court to Consider Plan on Dec. 10, 2002
---------------------------------------------------------------
On November 12, 2002, the U.S. Bankruptcy Court for the District
of Delaware, approved the Disclosure Statement presented by
Classic Communications, Inc., and it debtor-affiliates to
explain the Company's First Amended Plan of Reorganization.
Judge Walsh finds that the disclosure document contains adequate
information and allows creditors to make informed decisions when
voting to accept or reject the Plan.

A hearing to consider confirmation of the Plan is scheduled for
December 10, 2002, at 5 p.m., before the Honorable Peter J.
Walsh in Wilmington.

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 along with its subsidiaries.
Brendan Linehan Shannon, Esq., at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total
debts.


CLUETT AMERICAN: S&P Junks Credit & Sr. Secured Ratings at CCC+
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
secured ratings on Burlington, North Carolina-based hosiery
manufacturer Cluett American Corp., to 'CCC+' from 'B'. At the
same time, Cluett's subordinated debt rating was lowered to
'CCC-' from 'CCC+'. All ratings were placed on CreditWatch with
negative implications. Approximately $235 million in debt was
outstanding at September 29, 2002.

The downgrade and CreditWatch placement reflect Standard &
Poor's concern with the company's liquidity and ability to
reduce the outstanding debt on its senior secured facility by
approximately $45 million by March 31, 2002, as required by the
loan agreement. (Currently Cluett does not generate any free
cash flow.) This requirement was a result of the Nov. 13, 2002,
amendment to the company's senior credit facility. The facility
was amended because the company was not in compliance with its
financial covenants at September 29, 2002, a result of the
difficult retail environment, which has pressured margins and
profitability. In addition to the required debt reduction, the
financial covenants for the September and December 2002 quarters
were also amended.

"To resolve the CreditWatch, Standard & Poor's will discuss
liquidity and future operating and financial strategies with
management," said Standard & Poor's credit analyst Susan Ding.

Cluett American is a leading designer, manufacturer, and
marketer of men's socks in the U.S., selling primarily to
department stores and national chain retailers. The company's
well-known owned and licensed brands include Gold Toe, Kenneth
Cole, IZOD, and Nautica.


CONSECO FINANCE: Fitch Drops Senior Debt Rating to Default Level
----------------------------------------------------------------
Fitch Ratings has downgraded the senior debt rating of Conseco
Finance to 'D' (Default) from 'CC'.

The Default rating for Conseco Finance follows Wednesday's
announcement that Conseco Finance elected not to make $4.7
million in guarantee payments on Dec. 2, 2002 related to
manufactured housing securitization trusts. Conseco Finance
indicated that it intends to suspend all such future guarantee
payments relating to manufactured housing trusts until there is
resolution to the restructuring of its manufactured housing
business. Conseco Finance has indicated that such restructuring
may lead to a Chapter 11 bankruptcy filing.


CORDOVA FUNDING: S&P Hatchets Senior Secured Bond Rating to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Cordova
Funding Corp.'s $225 million series A senior-secured bonds, due
2019, to 'BB' from 'BBB-', and placed the rating on CreditWatch
with negative implications.

CFC is the funding vehicle that issued debt and subsequently
loaned the proceeds to its affiliate, Cordova Energy Co. LLC,
which guarantees CFC's payment obligations. Cordova, which is
wholly owned by MidAmerican Energy Holdings Co. (MEC; BBB-
/positive/--), completed the 537-megawatt natural gas-fired,
combined-cycle power plant located in Rock Island County, Ill.
in June 2001.

The downgrade reflects the project's reliance on a tolling
agreement with El Paso Merchant Energy Co., that expires in
2019. El Paso Corp., (BB/Watch Neg/--) guarantees the
obligations of El Paso Merchant Energy. Standard & Poor's
recently lowered the rating on El Paso to 'BB' from 'BBB'.
MidAmerican Energy Co. (A/Stable/A-1), an affiliate of Cordova,
has the option to purchase 50% of the capacity of Cordova, and
has exercised this option through May 2004.  However, there can
be no assurances that MidAmerican will continue to exercise this
option, in which case 100% of the capacity would be under
contract with El Paso.

The project is on track to generate cash flow that will service
debt on the order of 1.3 times to 1.4x in 2002 and 2003,
assuming that the plant realizes its revenues under the tolling
agreements, and that it continues to meet availability targets.
However, due to the current depressed spark spreads in the
Midwest, it is not likely that the project would be able to
sustain a rating in the 'BB' category if forced to operate in
the merchant environment. The project benefits from liquidity
support in the form of a debt service reserve account that
covers six months' of debt service.  Tolling counterparties are
not required to post any collateral.


COVANTA: Selling Aviation Fueling Business to Allied Aviation
-------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that prior to 1999, Covanta Energy
Corporation and its debtor-affiliates provided numerous
aviation-related services, including ground services, passenger
services, cargo handling, fueling services and facility
management and airport infrastructure development and management
services, at over 100 airports throughout the world.  After
intensive evaluation of their business operations, the Debtors
decided in September 1999 to pursue the sale or other
dispositions of its Aviation Businesses.

Accordingly, the Debtors engaged the services of Goldman Sachs &
Company to initiate marketing efforts and solicit offers for the
sale of the Aviation Businesses.  The Debtors and Goldman Sachs
contacted over 100 potential buyers that resulted in several
sales of parts of the Aviation Businesses.  The remaining
Aviation Assets up for grabs consist of fuel storage management
and into-plane fueling services at the John F. Kennedy, Newark
and LaGuardia airports.  Five wholly owned Debtors operate these
businesses:  Ogden New York Services, Inc., Ogden Aviation
Service Company of New Jersey, Inc., Newark Automotive Fuel
Facilities Corporation, Ogden Aviation Service Company of New
York, Inc., and LaGuardia Fuel Facilities Corporation -- the
Aviation Subsidiaries.  All of the Aviation Subsidiaries shares
are held by PA Aviation Fuel Holdings, Inc.

Postpetition, Mr. Bromley informs Judge Blackshear, the Debtors
and their financial advisor, Chilmark Partners, continued the
sale process for the remaining aviation fueling business and
continue to provide solicitation packages and Acquisition
Agreements to potential bidders, including Allied Aviation
Holdings Corporation.

By this motion, the Debtors ask the Court to approve the sale of
the Aviation Assets pursuant to the terms of the Acquisition
Agreement with Allied Aviation, free and clear of liens, claims
and encumbrances.  In addition, the Debtors ask the Court to:

    (a) dismiss some of their bankruptcy cases, subject to
        approval of the Acquisition Agreement or other agreement
        requiring the dismissal; and

    (b) authorize the assumption and assignment of executory
        contracts and unexpired leases as provided by the
        Acquisition Agreement or any higher or better offer.

The salient terms of the Debtors' Acquisition Agreement with
Allied Aviation are:

A. Purchase Price.  If the Court dismisses the Acquired
   Companies' bankruptcy cases -- Ogden Aviation Service Company
   of New Jersey, Inc., Ogden Aviation Service Company of New
   York, Inc., LaGuardia Fuel Facilities Corporation and Newark
   Automotive Fuel Facilities Corporation -- on or prior to
   December 31, 2002, the purchase price would be $8,000,000,
   consisting of $5,800,000 in cash and $2,200,000 in the form
   of a promissory note.  If the closing order is entered by the
   Court after December 31, 2002, the purchase price would be
   $6,000,000, consisting of $3,800,000 in cash and $2,200,000
   in the form of a promissory note.  The Purchase Price is
   subject to adjustment based on changes in the working capital
   of the Acquired Companies and Ogden New York from June 30,
   2002 to the Closing of the Sale.  In addition, Allied
   Aviation will waive any claims it or its affiliates may have
   with respect to the rejection of any agreements with the
   Debtors;

B. Purchased Businesses.  The Acquisition Agreement provides
   for the sale of all of the shares and assets owned by PA
   Aviation and Ogden New York, specifically, the shares of
   capital stock of Ogden Aviation Service Company of New
   Jersey, Inc., Ogden Aviation Service Company of New York,
   Inc., LaGuardia Fuel Facilities Corporation and Newark
   Automotive Fuel Facilities Corporation -- Acquired Companies;
   and the shares of capital stock of the Acquired Companies
   that are currently owned by PA Aviation.  Other assets to be
   sold include all of Ogden New York's rights, title and
   interest under its agreements and permits with the Port
   Authority and its collective bargaining agreements, and any
   additional contracts with airlines and suppliers, which may
   be identified by Allied Aviation;

C. Conditions to Closing.  Prior to Closing, the Debtors will
   receive Court approval of the Proposed Sale and, if
   necessary, a Break-up Fee and will secure receipt of the
   Port Authority consent and arrange with Allied Aviation the
   assumption or replacement of the Acquired Companies' and
   Ogden New York's contractors' pollution liability insurance;

D. Port Authority Consent.  To obtain the Port Authority's
   consent of the Proposed Sale, Allied Aviation will replace
   the existing $3,000,000 letter of credit related to the
   operations at LaGuardia Airport; provide an additional
   $2,000,000 letter of credit related to operations at JFK
   airport; pledge to the Port Authority all accounts receivable
   arising from operations at Newark; and provide a guaranty
   from Tampa Pipeline Corporation and Allied Aviation to cover
   its subsidiaries' obligations at JFK and Newark;

E. Assumed Liabilities.  Allied Aviation will assume all
   liabilities and obligations:

   -- of the Acquired Companies;

   -- arising out of the ownership or operation of the Ogden New
      York assets;

   -- all liabilities and obligations under the executory
      contracts and unexpired leases assigned to Allied Aviation
      pursuant to the Acquisition Agreement; and

   -- all obligations with respect to any customer deposits and
      credits under the executory contracts and unexpired leases
      assigned to Allied Aviation pursuant to the Acquisition
      Agreement;

F. Excluded Liabilities.  Allied Aviation will not assume or
   pay, discharge or perform, and will not be liable for any
   liability, claim, commitment, or obligation of the Debtors or
   any other person, disclosed or undisclosed, related or
   arising out of:

   -- any contract or lease of Ogden New York that is not
      selected by Allied Aviation as a contract or lease to be
      assigned to Allied Aviation;

   -- any Ogden New York Environmental Damages;

   -- any of the Debtors' reorganization expenses; or

   -- any employee benefit plan, program or policy that is
      maintained by, contributed to or to which there is or was
      an obligation to contribute by Covanta or any of its
      affiliates, other than certain company plans as provided
      in the Acquisition Agreement;

G. Contract or Lease.  Allied Aviation will be liable for all
   cure costs under the contracts or leases assigned to it;

H. Termination.  Termination of the Acquisition Agreement will
   occur:

   -- if either Allied Aviation or Sellers fails to fulfill its
      respective performance obligations under the Acquisition
      Agreement; or

   -- upon the selection by Sellers of an alternative
      Successful Bidder; or

   -- by mutual consent;

   -- if the Proposed Sale has not closed on or prior to the
      45th business day after the date of Court order approving
      the sale or upon the consummation of an Alternative
      Transaction;

I. Break-Up Fee.  If the Debtors accept a bid other than that
   of Allied Aviation and consummate a sale of all or
   substantially all of the Aviation Assets to this bidder
   within six months of the date of the Acquisition Agreement or
   November 14, 2002, the Debtors will pay Allied Aviation a
   $500,000 break-up fee as reimbursement of its expenses in
   respect of the transaction and for the value Allied Aviation
   added for serving as the stalking horse bidder;

J. Deposit.  Allied Aviation will pay to the Debtors a
   $2,000,000 cash deposit to be held in escrow and be applied
   against the Purchase Price at the completion of the sale,
   provided that if the Debtors consummate a sale to an
   alternative bidder, or if the Acquisition Agreement
   terminated other than as a result of a breach on the part of
   Allied Aviation, the deposit will be refunded to Allied
   Aviation;

K. Representations and Warranties.  Representations and
   warranties have been made as provided in Prepetition
   Agreement, with appropriate modifications to reflect the new
   structure of the transaction and the bankruptcy cases against
   the Debtors and Acquired Companies.  Sellers will be deemed
   to have breached a representation if Allied Acquisition knew
   of the breach before the Acquisition Agreement was executed;
   and

L. Indemnification.  The Acquisition Agreement provides that
   Allied Aviation will be indemnified for certain breaches of
   representation or warranties as described in the Acquisition
   Agreement.  The maximum potential indemnification liability
   of the Debtors is $2,200,000 and can be satisfied only by way
   of offset against the promissory note Allied Aviation will
   provide as part of the Purchase Agreement.

If there will be other potential bidders aside from Allied
Aviation, the proposals must be submitted on or before December
16, 2002 at 12:00 noon Prevailing Eastern Time.  Any higher bid
must be submitted in writing to:

    (a) the Debtors' financial advisors, Chilmark Partners; and

    (b) the Debtors' counsel, Cleary, Gottlieb, Steen &
        Hamilton.

All those bids submitted that demonstrate sufficient financial
wherewithal to consummate the proposed transaction will be
considered by the Debtors.  All parties who submit the bids
should attend the December 18 Hearing.  If a higher bid than
that of Allied Aviation is received, the Debtors will request on
the Hearing the:

    (a) approval of the Bidding Procedures and the Break-up Fee;

    (b) approval of the notice procedures pertaining to the form
        and notice of the proposed sale, the Bidding Procedures
        and the assumption and assignment of the related
        executory contracts and unexpired leases; and

    (c) setting the Auction Date and hearing on the merits of
        the proposed sale.

Mr. Bromley contends that the closing of the bankruptcy cases
subject to Court approval of the Proposed Sale is warranted
under Section 1112(b) of the Bankruptcy Code because the case
dismissal is in the "best interest of the creditors" since
Allied Aviation would assume all liabilities and obligations of
the Acquired Companies and continue operating the Acquired
Companies' businesses upon consummation of the sale.

Moreover, Section 363 supports the sale on these grounds:

  (i) the Acquisition Agreement represents the best offer
      received to date by the Debtors for the Aviation Assets,
      which are not related to the Debtors' core energy assets;

(ii) the Acquisition Agreement was entered into after an
      extensive and thorough marketing process that began prior
      to the Petition Date and will continue until the Court
      approves the Sale;

(iii) the Purchase Price is fair and reasonable;

(iv) any lien, claims or encumbrances to the Aviation assets
      will attach to the net sale proceeds with the same
      validity, priority, force and effect that the liens,
      claims and encumbrances had on the Aviation Assets prior
      to the Closing; and

  (v) the terms of the Acquisition Agreement was negotiated at
      arm's length, without collusion, and in good faith.

Furthermore, Mr. Bromley asserts that the assumption, assignment
and sale of certain contracts and leases is reasonable under
Section 365 as:

  (i) Allied Aviation has the financial capability, willingness
      and ability to perform under the Assigned Contracts; and

(ii) counterparties will be informed of the transaction, the
      proposed cure amounts and will have enough opportunity to
      evaluate Allied Aviation's ability to provide adequate
      assurance of future payments.

Since the transaction is contemplated to, and as furtherance of,
a plan of reorganization, the Debtors ask the Court to exempt
the sale from taxation provided under Section 1146(c). (Covanta
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


COVISTA COMMS: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
Covista Communications, Inc., (NASDAQ symbol: CVST) received
notification from NASDAQ on November 26, 2002, to the effect
that the Company no longer is in compliance with NASDAQ's audit
committee and market maker requirements as set forth in NASDAQ
Marketplace Rules 4350(d)(2) and 4450(b)(6), respectively.

This communication supplements the notification previously
received on October 28, 2002, that the Company was not in
compliance with other NASDAQ requirements pertaining to
shareholders' equity/market value of listed securities/total
assets and total revenue and market value of publicly held
shares, pursuant to Rule 4450(b)(1)(A).

Covista has scheduled a hearing before the NASDAQ Listing
Qualifications Panel on December 5, 2002. Until a final
determination of the matter has been made, the Company's Common
Stock will continue to be listed on the NASDAQ National Market.
There can be no assurance that the Panel will grant the
Company's request for continued listing. However, Covista's
management believes that the information and plan which
management will present to the Panel should satisfy the
requirements for continued listing on the NASDAQ National
Market.

Covista is a facilities-based long distance telecommunications,
Internet and data services provider with a substantial customer
base in the residential, commercial and wholesale market
segments. Its products and services include a broad range of
voice, data and Internet solutions, including long distance and
toll-free services, calling cards, frame relay, Internet access,
VPN, directory assistance and teleconferencing services. The
wholesale division provides domestic and international
termination services to carriers worldwide. Covista currently
owns and operates switches in New York City, Newark, New Jersey,
Philadelphia, Dallas and Chattanooga, and has announced plans to
expand to an additional switch site in Minneapolis. Covista
operates Network Operations, call center and information
technology facilities in Chattanooga to monitor its switched
network and to coordinate its various services. For information
on the Company visit its Web site at http://www.covista.com

Covista Communications' July 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$13 million.


CREDIT SUISSE: Fitch Affirms Low-B Ratings on Six Note Classes
--------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 2001-CP4
$89.5 million class A-1, $86.9 million class A-2, $110 million
class A-3, $611.4 million class A-4 and interest-only classes A-
X and A-CP are affirmed at 'AAA' by Fitch Ratings. In addition,
Fitch affirms $61.9 million class B at 'AA', $45.7 million class
C at 'A', $22.1 million class D at 'A-', $16.2 million class E
at 'BBB+', $16.2 million class F at 'BBB', $11.8 million class G
at 'BBB-', $22.1 million class H at 'BB+', $19.1 million class J
at 'BB', $10.3 million class K at 'BB-', $8.8 million class L at
'B+', $7.4 million class M at 'B' and $5.9 million class N at
'B-'. Fitch does not rate the $20.6 million class O
certificates. The rating affirmations follow Fitch's annual
review of the transaction, which closed in August 2001.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing. As of the November distribution date, the pool's
collateral balance has decreased 1% to $1.17 billion from $1.18
billion at issuance. The certificates are collateralized by 130
fixed-rate loans on 139 properties, consisting mainly of the
following: office (45% of the pool), multifamily (31%), and
retail (19%) with significant concentrations in California
(25%), Texas (12%), and Florida (11%).

Midland Loan Services, the master servicer, collected year-end
2001 financials for 88% of the pool balance. The YE 2001
weighted average debt service coverage ratio is 1.53 times
compared to 1.58x at issuance for the same loans.

Currently, one loan (0.08%) is in special servicing. The loan is
secured by a multifamily property in Cincinnati, OH and is
currently 30 days delinquent. The borrower is working to bring
the loan current. Two loans(2.3%) reported YE 2001 DSCRs below
1.00x. One of the loans(2.2%), Golf Terrace Apartments, is
located in Winter Springs, FL and suffered in 2001 from
construction at the property which has been completed.

Fitch reviewed credit assessment of the Landmark loan (7.8%) and
the Parfinco East and West Annex loan (4.7%). The DSCR for each
loan is calculated using borrower financials less required
reserves and debt service payments based on the current balance
and Fitch stressed refinance constant.

The Landmark loan is secured by a 423,677 square foot office
building located on Market Street in the Financial District of
Downtown San Francisco. The stressed DSCR for the trailing
twelve months ending September 2002 was 1.70x compared to 1.73x
at issuance. Tenants include Epicentric (26% of the net rentable
area), Del Monte(15%), and Salesforce.com(15%). The tenants have
security deposits in place in the form of letters of credit
aggregating to approximately $18 million.

The Parfinco East and West Annex loan is secured by two eight
story office buildings totaling 510,550 sf located in Pasadena,
CA. The stressed DSCR for the trailing twelve months ending
September 2002 was 1.48x compared to 1.40x at issuance. The
largest tenants are Kaiser Health Plan (54%), FEMA (12%), and
Arco (12%). Based on their stable to improved performance, both
loans maintain investment grade credit assessments.

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


DEUTSCHE MORTGAGE: Fitch Affirms Low-B's on 4 Classes of Notes
--------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s commercial mortgage
pass-through certificates, COMM 1999-1, are affirmed by Fitch
Ratings as follows: $120.5 million class A-1, $723.2 million
class A-2, and interest-only class X at 'AAA'; $62.3 million
class B and $22.9 million class C at 'AA'; $62.3 million class D
at 'A'; $81.9 class E at 'BBB'; $19.7 million class F at 'BBB-';
$68.8 million class G at 'BB'; $13.1 million class H at 'BB-';
$26.2 million class J at 'B'; and $19.7 million class K at 'B-'.
Fitch does not rate the $29.5 million class L certificates. The
affirmations follow Fitch's annual review of the transaction,
which closed in March 1999.

The certificates are collateralized by 221 fixed-rate loans,
consisting mainly of office (25%), multifamily (24%), and retail
(22%) properties. The three largest geographic concentrations
are California (18%), Texas (11%), and Florida (11%). As of the
November 2002 distribution date, the pool's aggregate
certificate balance has been reduced by approximately 5%, to
$1.25 billion from $1.31 billion at closing.

ORIX Real Estate Capital Markets, LLC, the master servicer,
collected year-end 2001 financials for 78% of the pool. Based on
this information, the weighted-average YE 2001 debt service
coverage ratio was 1.52 times, compared to 1.51x for YE 2000 and
1.39x at issuance. There were 26 loans (12% by principal
balance) with a YE 2001 DSCR below 1.0x. Seven loans (2% by
principal balance), two of which had a YE 2001 DSCR below 1.0x,
were in special servicing. In addition to the loans with a YE
2001 DSCR below 1.0x and the loans in special servicing,
approximately 8% of the transaction was on the master servicer
watchlist mostly due to weak major tenants. Four of these loans
(3% by principal balance) are secured by properties where a
major tenant is in bankruptcy. As of November 2002, none of
these leases had been rejected. Fitch's analysis accounted for
the higher default probability associated with those loans with
a weak DSCR and weak tenants.

Criimi Mae, the special servicer, is currently working on the
following real estate-owned loans. Winstone Park Apartments,
located in Memphis, Tennessee. This loan has an outstanding
balance of $8.8 million. Recently, Criimi has focused on
carrying out necessary capital improvements and improving the
tenant roster. Criimi expects to market the property shortly.
Hyde Park Office Court, located in Austin, Texas. This loan has
a current outstanding balance of $1.6 million. The property
became REO when the borrower failed to cover debt service
following a lease rate dispute with Mariner Post Acute, which at
the time was in bankruptcy. Criimi expects a sale of the
property in the near term.

Fitch affirmed the ratings due to the amount of credit
enhancement available to the rated classes and the year-to-year
stability in the transaction's weighted average DSCR. Currently
the 'B-' rated class K benefits from 2.4% in credit enhancement
while specially serviced assets account for 2%.


EL PASO ENERGY: S&P Places BB+ Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on oil and natural gas services company El Paso
Energy Partners L.P., on CreditWatch with negative implications
based on the recent downgrade of its general partner, El Paso
Corp. (BB/Watch Neg/--).

Houston, Texas-based EPN has about $1.8 billion in outstanding
debt.

"The CreditWatch listing for EPN reflects the greater
uncertainties surrounding the credit profile of its general
partner. El Paso's involvement as the general partner with a 42%
stake in EPN influences the partnership's credit profile in
several ways and effectively tethers the ratings of the two
entities," said Standard & Poor's credit analyst Todd Shipman.

EPN has played an important role in El Paso's plan to deleverage
its balance sheet plan by enabling it to transfer qualifying
midstream assets to EPN. El Paso continues to operate EPN's
assets and provide administrative support.

The deterioration of El Paso's credit quality pressures EPN's
rating irrespective of the partnership's stand-alone credit
quality. In resolving the CreditWatch designation, Standard &
Poor's will assess the El Paso situation's effect on EPN and the
degree to which operational, legal, and strategic matters will
affect any ratings separation between the two entities.


ENCOMPASS SERVICES: Debtors Ask Court for Vendor Comfort Order
--------------------------------------------------------------
As of the Petition Date, Encompass Services Corporation and
debtor-affiliates had numerous pending outstanding orders for
materials, supplies, goods, products and related items from
their vendors.  But as a result of their Chapter 11 filing, the
Debtors believe that many of the vendors may be concerned that
the postpetition delivery or shipment of goods with respect to
prepetition purchase orders will render the vendors general
unsecured creditors of the Debtors' estates.

The Debtors are concerned that the vendors might initiate
certain steps to protect their interest over the goods.

According to Lydia T. Protopapas, Esq., at Weil Gotshal & Manges
LLP, the vendors may decline to ship or may instruct their
shippers not to deliver goods destined for the Debtors, unless
the Debtors:

  -- issue substitute purchase orders postpetition; or

  -- obtain a Court order confirming that all undisputed
     obligations arising from the postpetition delivery of goods
     and materials subject to prepetition Outstanding Orders are
     afforded administrative expense priority.

Ms. Protopapas, however, points out that the Debtors may be
required to expend substantial time and effort to reissue the
Outstanding Orders to provide the vendors with the
administrative priority assurance.  "The attendant disruption to
the continuous flow of materials to the Debtors could result in
insufficient supplies and inventory with which to provide
services bargained for by their customers," Ms. Protopapas tells
Judge Greendyke. "Such a disruption could lead to dissatisfied
customers, potentially harming the vendors' confidence in the
Debtors' ability to conduct their business at a critical
juncture and jeopardizing the prospects for a successful
reorganization."

To obtain delivery of the materials subject to the Outstanding
Orders, the Debtors ask Judge Greendyke to:

  (a) grant the vendors administrative expense priority status
      for the undisputed obligations arising from the
      Outstanding Orders that are delivered subsequent to the
      Petition Date; and

  (b) authorize them, in their sole discretion in the exercise
      of their business judgment and in accordance with their
      customary business practices, to satisfy those undisputed
      obligations to the vendors in the ordinary course of
      business.

The Debtors believe that they have $24,000,000 in undisputed
obligations to the vendors arising from the Outstanding Orders.

Ms. Protopapas clarifies that the granting of administrative
expense priority status will not extend to any orders for those
goods or services that were fully completed as of the Petition
Date. (Encompass Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: Secures Nod to Sell Oneida Aircraft to First Tennessee
-------------------------------------------------------------
Enron Corp., obtained permission from the Court to sell its
Raytheon Hawker 800XP aircraft, in accordance with the terms and
conditions of a Purchase Agreement between Oneida Leasing, Inc.,
and First Tennessee Equipment Finance Corporation.

The salient terms of the Purchase Agreement are:

1. Purchase Price.  $9,400,000;

2. Deposit Escrow.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   (b) December 17, 2002; or

   (c) other date mutually agreed by the parties.

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

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

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

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

   (c) an Oneida certificate certifying:

       -- the matters set in the Purchase Agreement;

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

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

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

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

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

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

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

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

   (c) the duly executed Assignment Agreement;

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

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

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

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

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

7. Closing Conditions.

   (a) Oneida's Closing Conditions:

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

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

       -- the Bankruptcy Court Order approving the Sale;

   (b) First Tennessee's Closing Conditions:

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

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

       -- Bankruptcy Court approval of the Sale;

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

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

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

8. Brokers.  Each party will be responsible for its own broker
   fees and related costs.  In connection with the sale, Oneida
   will pay $70,500 to its broker, JB&A Aviation. (Enron
   Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

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


EOTT ENERGY: Court Approves Patton Boggs as Special Counsel
-----------------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates obtained
permission from the Court to employ and retain Patton Boggs LLP
as its special counsel in all matters necessary to fulfill its
fiduciary duties.

As previously reported, at least six Patton Boggs professionals
will render their services to the Restructuring Committee.
Accordingly, Patton Boggs will charge the Debtors these hourly
rates:

    Clifton R. Jessup, Jr.    Partner            $450
    Bruce H. White            Partner             375
    William L. Medford        Associate           265
    Vickie L. Judd            Associate           195
    Bryan L. Elwood           Associate           195
    Jeanie George             Paraprofessional     90

Moreover, Patton Boggs will seek reimbursement of out-of-pocket
expenses including secretarial overtime, travel, copying,
outgoing facsimiles, document processing, court fees, transcript
fees, long distance telephone calls, postage, messengers,
transportation and other similar expenses. (EOTT Energy
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FAIRCHILD CORP: Completes Sale of Fastener Unit for $657 Million
----------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) -- whose single-'B'
corporate credit rating has been placed by Standard & Poor's on
CreditWatch with developing implications -- has completed the
sale of its fastener business for approximately $657 million to
Alcoa Inc. (NYSE:AA).

The cash received from Alcoa is subject to a post-closing
adjustment based upon the net working capital of Fairchild
Fasteners on December 3, 2002, compared with its net working
capital as of March 31, 2002. Fairchild may also receive
additional cash proceeds up to $50 million, in an earnout
formula based on the number of Boeing and Airbus commercial
aircraft deliveries during 2003-2006.

Jeffrey Steiner, Chairman and Chief Executive Officer of The
Fairchild Corporation, stated: "This sale is very timely. It
allows Fairchild to lessen dependency on a single industry,
provides funds for new acquisitions and reduces debt to $31
million of non-recourse real estate financing and $5 million of
other debt."

The Fairchild Corporation used a portion of the proceeds from
the sale to repay its bank debt and to complete a tender offer
acquiring all of its outstanding $225 million 10.75% senior
subordinated notes due in April 2009. The tender offer and the
repayment of bank debt closed concurrently with the closing of
the sale to Alcoa.

Eric Steiner, President and Chief Operating Officer of The
Fairchild Corporation, stated: "Conditions in today's financial
markets, and the economy in general, have made available many
growth opportunities. We fully intend to redeploy our cash in
those opportunities which will enable us to build a strong
industrial company for the long term."

The Fairchild Corporation is engaged in the aerospace
distribution business which stocks and distributes a wide
variety of aircraft parts to commercial airlines and aerospace
companies providing aircraft parts and services to customers
worldwide. The Fairchild Corporation also owns and operates a
shopping center located in Farmingdale, New York.

Additional information is available on The Fairchild Corporation
Web site at http://www.fairchild.com


FAIRCHILD CORP: Accepts for Purchase All 10.75% Notes Tendered
--------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) has accepted for purchase
all 10-3/4% Senior Subordinated Notes due 2009 tendered pursuant
to and prior to the expiration of its tender offer to purchase
any and all of the outstanding notes.

The tender offer, which was announced on October 22, 2002,
expired at 9:00 A.M., New York City time, on December 3, 2002.
As of the expiration of the tender offer, $225,000,000 (100%) in
principal amount of the outstanding notes had been tendered.

The purchase price for each $1,000 principal amount of tendered
notes tendered prior to 5:00 P.M., New York City time, on
November 4, 2002 is $1,000 plus accrued and unpaid interest on
such principal amount to the payment date. The purchase price
for each $1,000 principal amount of tendered notes tendered
after 5:00 P.M., New York City time, on November 4, 2002 is $990
plus accrued and unpaid interest on such principal amount to the
payment date. Payment for tendered notes will be made today by
Fairchild by depositing the purchase price for all tendered
notes in cash with The Bank of New York, as Depositary, which
will act as agent for the tendering holders for the purpose of
receiving the purchase price and transmitting payment to the
tendering holders.

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

The Fairchild Corporation is engaged in the aerospace
distribution business which stocks and distributes a wide
variety of aircraft parts to commercial airlines and aerospace
companies providing aircraft parts and services to customers
worldwide. The Fairchild Corporation also owns and operates a
shopping center located in Farmingdale, New York. Additional
information is available on The Fairchild Corporation Web site
at http://www.fairchild.com

Faichild Corp.'s 10.75% bonds due 2009 (FA09USR1) are trading at
about 53 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FA09USR1for
real-time bond pricing.


FEDERAL-MOGUL: Equity Committee Wants to Commence Rule 2004 Exam
----------------------------------------------------------------
The Official Committee of Equity Security Holders wants Federal-
Mogul Corporation, its debtor-affiliates, and the Unsecured
Creditors Committee to produce the analyses made by their
financial and asbestos advisors.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedures, the Equity Committee wants to obtain all written
reports, analyses, opinions, drafts, summaries or other writings
relating to the Debtors, which were created by the financial and
asbestos advisors:

  (a) to the Creditors' Committee, including but not limited to
      KPMG, LLP, Jefferies & Co., Inc., and Bates, White &
      Ballantine; and

  (b) to the Debtors, including but not limited to Rothschild,
      Inc., PricewaterhouseCoopers LLC, Ernst & Young Corporate
      Finance LLC, and Ernst & Young LLP.

Ian Connor Bifferato, Esq., at Bifferato, Bifferato &
Gentilotti, in Wilmington, Delaware, reminds both the Creditors'
Committee and the Debtors that the Court has suggested that the
Equity Committee's advisors could rely on the internal analyses
created by their financial advisors, in lieu of funding the
Equity Committee's financial advisors at a level enabling them
to create independent analyses of the Debtors' financial
condition.  Mr. Bifferato tells the Court that the Equity
Committee has asked both the Creditors' Committee and the
Debtors to produce their advisors' analyses, but no documents
have been given.

Mr. Bifferato contends that without the Equity Committee's own
assessment, it will be unable to rebut unsubstantiated
contentions as to the Debtors' solvency made by the Creditors'
Committee and other parties.  The Equity Committee's ability to
assert its rights in these proceedings, including its right to
participate meaningfully in negotiation or litigation involving
any plan of reorganization, will be materially prejudiced.
(Federal-Mogul Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Federal-Mogul Corp.'s 8.80% bonds due 2007 (FMO07USR1) are
trading at about 15 cents-on-the-dollar, DebtTraders reports.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1
for real-time bond pricing.


FIBERMARK INC: Moody's Ratchets 9.375% Notes Down a Notch to B2
---------------------------------------------------------------
FiberMark, Inc., (NYSE:FMK) announced that Moody's Investors
Service has revised its long-term debt ratings downward, while
maintaining a stable outlook.

Specifically, the ratings on FiberMark's $100 million, 9.375%
guaranteed senior notes due October 15, 2006 were lowered to B2
from B1. The company's $230 million, 10.75% guaranteed global
notes due April 15, 2011, were also lowered to B2 from B1.

Moody's announcement indicated that the downgrade was prompted
by FiberMark's recent lower-than-expected financial performance
and the impact of a "protracted period of economic weakness,
particularly in North America." Current ratings and the stable
outlook were influenced by mitigating factors such as the
expected cost reductions related to facility consolidation,
continued strength in European operations and the company's
geographic and product line breadth.

FiberMark, headquartered in Brattleboro, Vermont, is a leading
producer of specialty fiber-based materials meeting industrial
and consumer needs worldwide. Products include filter media for
transportation, vacuum bag and fast food applications; base
materials for specialty tapes, printed circuit boards,
photographic and graphic arts applications, wallpaper, flooring
materials and sandpaper and cover/decorative materials for
school and office supplies, publishing, printing and premium
packaging. The company operates 12 facilities in the eastern
United States and Europe.


FRONTLINE COMMS: Will Not Make Dividend Payment on Preferreds
-------------------------------------------------------------
Frontline Communications Corp. (AMEX: FNT) -- http://www.fcc.net
-- announced that its Board of Directors voted not to declare a
dividend on its Series B Convertible Redeemable Preferred Stock
for the payment period ending December 30, 2002.

"The Board has determined that given current economic and market
conditions, it is in the best interests of the Company to forgo
any dividend payments at this time. The Board's action does not
constitute a default under the terms of the stock", said Company
CEO and Chairman Stephen J. Cole-Hatchard. "The dividend will
accumulate and will be paid at such time in the future as the
Board elects to declare a dividend", added Cole-Hatchard.

Founded in 1995, Frontline Communications Corporation provides
high-quality Internet access and Web hosting services to homes
and businesses nationwide. Frontline offers Ecommerce,
programming, and Web development services through its
PlanetMedia group, http://www.pnetmedia.com

Frontline is headquartered in Pearl River, New York, and is
traded on the American Stock Exchange.

At September 30, 2002, Frontline Communications' balance sheets
show a total shareholders' equity deficit of about $1,798,296.


GE CAPITAL: Fitch Rates 6 Classes of 2002-3 Notes at Low-B Level
----------------------------------------------------------------
GE Capital Commercial Mortgage Corp., series 2002-3, commercial
mortgage pass-through certificates are rated by Fitch Ratings as
follows:

      -- $383,943,000 class A-1 'AAA';

      -- $553,782,000 class A-2 'AAA';

      -- $1,170,328,275 class X-1 * 'AAA';

      -- $1,061,431,000 class X-2 * 'AAA';

      -- $46,813,000 class B 'AA';

      -- $16,092,000 class C 'AA-';

      -- $26,333,000 class D 'A';

      -- $14,629,000 class E 'A-';

      -- $10,240,000 class F 'BBB+';

      -- $17,555,000 class G 'BBB';

      -- $11,703,000 class H 'BBB-';

      -- $27,796,000 class J 'BB+';

      -- $10,240,000 class K 'BB';

      -- $8,777,000 class L 'BB-';

      -- $10,241,000 class M 'B+';

      -- $8,777,000 class N 'B';

      -- $5,852,000 class O 'B-';

      -- $17,555,275 class P 'NR'.

*Interest-only

Class P is not rated by Fitch Ratings. Classes A-1, A-2, B, and
C are offered publicly, while classes X-1, X-2, D, E, F, G, H,
J, K, L, M, N, O, and P, are privately placed pursuant to rule
144A of the Securities Act of 1933. The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 131 fixed-rate loans having an aggregate principal
balance of approximately $1,170,328,276 as of the cutoff date.


GENTEK INC: Wins Nod to Hire Skadden Arps as Chapter 11 Counsel
---------------------------------------------------------------
GenTek Inc., and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Skadden, Arps, Slate, Meagher & Flom LLP, to prosecute their
Chapter 11 cases.

Skadden, Arps is expected to:

   (a) advise the Debtors with respect to their powers and
       duties as debtors and debtors-in-possession in the
       continued management and operation of their businesses
       and properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest and advising and
       consulting on the conduct of the cases, including all of
       the legal and administrative requirements of operating in
       Chapter 11;

   (c) take all necessary actions to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced
       against those estates, negotiations concerning all
       litigation in which the Debtors may be involved and
       objections to claims filed against the estates;

   (d) prepare, on the Debtors' behalf, all motions,
       applications, answers, orders, reports and papers
       necessary to the administration of the estates;

   (e) negotiate and prepare, on the Debtors' behalf, plan or
       plans of reorganization, disclosure statements and all
       related agreements and documents and taking any necessary
       action on behalf of the Debtors to obtain confirmation of
       those plans;

   (f) advise the Debtors in connection with any sale of
       assets;

   (g) appear before this Court, any appellate courts, and the
       United States Trustee, and protecting the interests of
       the Debtors' estates before these courts and the United
       States Trustee; and

   (h) perform all other necessary legal services and
       provide all other necessary legal advice to the Debtors
       in connection with these Chapter 11 cases.

In consideration for the firm's professional services, the
Debtors propose to pay Skadden, Arps in accordance with the
firm's standard hourly rates.  Presently, the hourly rates under
the bundled rate structure range from:

              Bundled Rate    Professionals
              ------------    -------------
              $495 - 725      partners
               240 - 485      counsel & associates
                80 - 195      legal assistants & support staff

The Debtors will also reimburse Skadden, Arps for actual
necessary expenses incurred in connection with their services in
these cases.

The Debtors and Skadden, Arps also agreed to implement a
retainer program pursuant to which the Debtors paid $1,500,000
as initial retainer for the services rendered or to be rendered
by the firm. As of the Petition Date, based on prepetition fees
and costs that have been identified and accounted for, Skadden,
Arps had $1,370,341 remaining in the Retainer.  Those remaining
funds will be applied by Skadden, Arps to pay prepetition fees
and costs that are subsequently identified and accounted for.
(GenTek Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY INC: Obtains Court Approval of 'First Day Motions'
----------------------------------------------------------
Genuity Inc., (NASDAQ:GENUQ) announced that the U.S. Bankruptcy
Court for the Southern District of New York has approved orders
with respect to Genuity's "first day motions" on December 2,
2002.

The first day orders, in essence, allow Genuity to conduct
business as usual relative to all of its customers, employees
and suppliers and to maintain its existing cash management
systems. These orders authorize payment of pre-petition employee
wages, salaries, business expenses and other employee benefits.
The court's approval of Genuity's initial motions, along with
the $800 million Genuity has in cash, will provide the company
with operational stability and the necessary financial resources
as Genuity and Level 3 move through the transition period. The
court will reconvene on Monday, December 9, 2002, to continue
hearings on Genuity's initial motions.

These court hearings follow Genuity's announcement on Wednesday,
November 27, 2002, that it had reached a definitive agreement
with Level 3, an international communications and information
services company, in which Level 3 will acquire substantially
all of Genuity's assets and operations for up to $242 million.
To facilitate the acquisition process, Genuity and certain of
its subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code. The transaction has the
full support of Genuity's two largest creditors -- the global
consortium of banks that provided Genuity with a line of credit
and Verizon Communications that provided a separate line of
credit.

In addition, Genuity announced that The NASDAQ Stock Market
notified the company that, as a result of its Chapter 11 filing,
the fifth character "Q" was added to the company's trading
symbol, changing the symbol from GENU to GENUQ at the opening of
business on December 3, 2002. In addition, Genuity has received
notice that in accordance with Marketplace Rules 4330 (a)(1) and
4450(f), and its inability to satisfy the listing requirements
of Marketplace Rules 4450(b)(3)and 4450(b)(4), The NASDAQ Stock
Market will delist the company's securities at the opening of
business on December 5, 2002. On that date, Genuity's securities
will be eligible to begin trading on the Over the Counter
Bulletin Board (OTCBB).

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


GLOBAL CROSSING: US Trustee Names Martin Cooperman as Examiner
--------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region 2,
consulted these parties-in-interest regarding the appointment of
the Examiner:

    -- Michael Walsh, Esq. of Weil, Gotshal & Manges
       Counsel to Global Crossing Ltd., and its debtor-
       affiliates;

    -- John Biedermann, Esq. of Brown Rudnick Berlack Israels
       LLP Counsel to the Official Committee Of Unsecured
       Creditors;

    -- Robert T. Honeywell, Esq. of Greenberg Traurig, LLP
       Counsel to the Subcommittee of the Official Committee of
       Unsecured Creditors;

    -- John Hovel
       Shareholder;

    -- Michael Pascazi
       Shareholder; and

    -- Alistaire Bambach, Esq.
       Representative of the Securities and Exchange Commission.

After consultation, the U.S. Trustee selected Martin E.
Cooperman, as the Examiner for Global Crossings Ltd., et al.

Accordingly, the U.S. Trustee asks the Court to approve Martin
E. Cooperman's appointment.

Martin E. Cooperman is a managing partner of the New York area
offices of Grant Thornton LLP.  Mr. Cooperman assures the Court
that, with respect to these Chapter 11 cases, he does not have
any connection with Global Crossing Ltd. or its subsidiaries or
affiliates, the Debtors' attorneys, the Debtors' creditors, and
any other parties-in-interest.  Mr. Cooperman asserts that he is
a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.  Mr. Cooperman discloses that Grant
Thornton LLP currently renders services in unrelated matters to:

    -- Abercrombie & Kent Safaris (Pty) Ltd.,
    -- Andersen Legal BV,
    -- Bank of America,
    -- Bank One,
    -- Cendant,
    -- CIBC Oppenheimer,
    -- Fleet Bank,
    -- General Electric,
    -- JP Morgan Chase,
    -- JP Morgan Private Bank,
    -- KPMG LLP,
    -- Lucent,
    -- Nortel Networks,
    -- PricewaterhouseCoopers LLP,
    -- Prudential,
    -- Qwest Communications,
    -- Southwestern Bell,
    -- Starwood Hotels and Resorts Worldwide,
    -- Telefonica S.A.,
    -- Textron Inc.,
    -- Tyco Submarine Systems Ltd.,
    -- First Union (Wachovia),
    -- Van Kampen, and
    -- Verizon.

Mr. Cooperman will charge the Debtors $450 per hour, subject to
periodic adjustments. (Global Crossing Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAYES LEMMERZ: Court Approves General Motors Supply Contract
------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained the Court's authority to enter into a
purchase order supply contract with General Motors Corporation
whereby the Debtors would produce four types of steel wheels for
GMC's GMT 800 program for the 2005 model season.

Grenville R. Day, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, informs the Court that GMC is one
the Debtors' principal customers, purchasing from the Debtors
aluminum and steel wheels for many of the vehicles it
manufactures.  GMC and the Debtors are parties to numerous
purchase order supply agreements whereby the Debtors agree to
produce GMC's wheel requirements for particular vehicles
manufactured by GMC.  The purchase orders between the Debtors
and GMC typically contain industry standard terms and last for
four to five years each depending on the length of time GMC
utilizes a given design for a particular model of vehicle.  The
Debtors and GMC typically enter into a purchase order several
years before a particular model design is scheduled to begin
production so that the Debtors and GMC may work together to
develop and finalize the wheel design for the vehicle.

According to Mr. Day, the Debtors are currently soliciting
business from original equipment manufacturers including GMC
with respect to wheels that the Debtors will not begin producing
and delivering for several years.  Before GMC awards a supply
contract to the Debtors, it reviews and evaluates proposals or
bids from the Debtors and their competitors who are all
soliciting the same business from GMC.  The Debtors were
successful in obtaining the contract for GMC's GMT 800 program
for the 2005 model year.  The GMT 800 program is GMC's premiere
truck line, including its Silverado and Sierra models.

Mr. Day relates that the Supply Agreement for the GMT 800
program contains industry standard provisions and is a standard
and typical purchase order.  Thus, it is an ordinary course
transaction between the Debtors and GMC.  However, GMC requested
an addendum to the Supply Agreement that would be applicable
only during the Debtors' Chapter 11 cases, which has not been
included in prior agreements between the parties and which the
Debtors believe is not within the ordinary course of its
business. Specifically, the addendum provides that, GMC would
have the right, after 30 days written notice and the Debtors'
failure to cure, to terminate the Supply Agreement without any
obligation or liability to the Debtors for termination or
cancellation, in the event either:

  -- the Debtors seek to materially modify or amend any material
     supply agreement with GMC, other than for certain allowable
     changes or modifications or ordinary course of business
     commercial issues, or

  -- the Debtors materially default on their obligations to
     GMC under any material supply agreement.

Moreover, if GMC terminates the Supply Agreement pursuant to
this authority, GMC would be entitled to produce or designate a
new supplier to produce the parts required to be produced under
the Supply Agreement, and GMC or the new supplier would have a
fully paid, royalty free, irrevocable, world-wide license to use
any intellectual property owned or licensed by the Debtors that
are reasonably necessary to manufacture these Parts.

Mr. Day informs the Court that the license would:

  -- be used only to manufacture the Parts;

  -- be limited only to the intellectual property necessary to
     manufacture the Parts;

  -- expire immediately after the amount of parts to be produced
     under the Supply Agreement has been produced by GMC or the
     new supplier; and

  -- be subject to any prohibitions on assignment in any
     licenses held by the Debtors.

GMC or its new supplier would be prohibited from using the
license, or any intellectual property or confidential
information obtained thereby, for any commercial purpose other
than the production of the Parts.  After expiration of the
license, GMC or its new supplier would be required to cease
using the license, intellectual property or confidential
information for any purpose.

Under the Supply Agreement, Mr. Day relates that the Debtors
produce 2,300,000 wheels annually for seven years beginning in
late 2003.  The Debtors conservatively estimate the Supply
Agreement will result in $45,000,000 to $50,000,000 of sales to
GMC annually.  In addition to direct economic benefits to be
received under the Supply Agreement, the Debtors believe that it
is absolutely essential to maintain ongoing business
relationships with GMC to reassure GMC that the Debtors continue
to be the premiere manufacturer and supplier of automotive parts
and to prevent their competitors from gaining a greater share of
important GMC business.

Mr. Day assures the Court that the Debtors have no intention of
seeking material modifications of their agreements with GMC that
are not otherwise allowable or in the ordinary course of
business.  Furthermore, the Debtors can envision no scenario
where this activity would be necessary or beneficial to the
Debtors in the context of these cases and their business
relationship with GMC.  Moreover, the Debtors do not expect to
materially default on any material agreements with GMC, and
certainly not to the extent that any potential default, even if
material, would not be cured within thirty days of receiving
written notice of alleged default from GMC.  Thus, the Debtors
believe that the provision requested by GMC guards against an
eventuality that likely will not occur during this case and, as
a result, provides a relatively simple mechanism for the Debtors
to provide comfort and assurances to an extremely important
customer. (Hayes Lemmerz Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz Int'l Inc.'s 11.875% bonds due 2006 (HLMM06USS1)
are trading at 45 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


IMPERIAL SUGAR: Selling Diamond Crystal Unit to Hormel Foods
------------------------------------------------------------
Imperial Sugar Company (OTCBB:IPSU) has signed a non-binding
letter of intent with Hormel Foods Corporation to sell its
subsidiary, Diamond Crystal Brands, and that it will consolidate
its cane sugar refining operations to its Gramercy, La., and
Savannah, Ga., facilities, discontinuing sugar refining
operations at its Sugar Land, Texas plant by the end of the
year. The company will continue to run distribution and
packaging operations at the Sugar Land facility and will
continue to operate its headquarters activities in Sugar Land.

According to company officials, these actions are necessary to
create a strong balance sheet and to adapt to the current
industry environment by helping to reduce costs and increase the
company's efficiency overall. The expected purchase price for
the DCB subsidiary is $115 million and the proposed transaction
is expected to close by Dec. 31, 2002, subject to negotiation
and execution of definitive documentation, government clearance
and other conditions. Proceeds from the sale are to be used to
pay down debt.

Imperial President and CEO Robert Peiser stated that Imperial
Sugar will focus its business activities on marketing sugar
products nationwide to industrial customers and retail chains.
In addition to Sugar Land and the sugar refineries in Louisiana
and Georgia, the company will continue to operate its two beet
factories in Mendota and Brawley, Calif., and its packaging
facility in Tracy, Calif.

Diamond Crystal Brands, based in Savannah, Ga., packages and
sells various sugar, sugar substitute and salt and pepper
products, savory products, drink mixes and dessert mixes to the
foodservice and retail marketplace. It operates four packaging
facilities and employs approximately 600 people. Under the terms
being negotiated, Imperial will continue to sell certain items
to the retail trade that had previously been marketed by DCB as
well as bagged sugar to foodservice distributors and large
foodservice accounts. The retail items will be packed under a
multi-year co-pack agreement with DCB; in turn, DCB will buy the
major portion of its sugar requirement from Imperial under a
multi-year supply agreement.

"DCB is a very fine company with a very good management team and
good people throughout," said Peiser. "We would have been
pleased to continue our association, but its sale allows us to
achieve our primary financial objectives."

After the consolidation of its refinery operations is complete,
the workforce at the Sugar Land facility will be reduced from
426 to about 100. The final number will be dependent on pending
negotiations between the company and representatives of the
Machinist Union that will begin this week.

"These have been extremely difficult decisions to make because
of the people involved and the strong heritage that Imperial has
in Sugar Land," added Peiser. "Nevertheless, the industry
dynamics dictate that we rationalize our capacity and strengthen
our balance sheet. I am deeply appreciative of the significant
contributions our employees have made to the company over the
years and I am committed to ensuring that those affected are
treated fairly and compassionately."

Imperial will provide Sugar Land area employees with
outplacement counseling and assistance. Details of the
separation package will be announced when negotiations between
Imperial Sugar and union representatives are completed, and
union members have ratified the agreement.

"Our long-term plans for Imperial Sugar are to build upon its
strong relationships with industrial and supermarket accounts,"
said Peiser. "Our two primary retail brands, Imperial and Dixie
Crystals, are by far the most recognized brands in the Southwest
and Southeast, respectively, and we will continue to build on
their customer loyalty. As importantly, we have made tremendous
strides in the past few months restructuring the company's
financial position. I am excited and encouraged about the
prospects for this company going forward."

With 2,210 full-time employees across the country before these
actions, Imperial Sugar is one of the largest processors and
marketers of refined sugar in the United States. The company
emerged from bankruptcy in August 2001 and since then has
realized proceeds over $235 million from the sale of assets,
including the expected proceeds from the DCB divestiture. In
fiscal 2002, Imperial marketed 28 percent of the refined sugar
consumed in the United States.

The Imperial Sugar Company is one of the largest processors and
marketers of refined sugar in the United States and a major
distributor to the foodservice market. Imperial Sugar is a name
recognized and trusted in the food industry for more than 150
years, as the company's history dates back to the mid-1800s.
With packaging and refining facilities across the nation, the
company markets products nationally under the Imperial(R), Dixie
Crystals(R), Spreckels(R), Pioneer(R), Holly(R), Diamond
Crystal(R) and Wholesome Sweeteners(TM) brands. Additional
information about Imperial Sugar may be found on its Web site at
http://www.imperialsugar.com


INFU-TECH: Ch. 7 Trustee Hires Hermes Group as Tax Accountants
--------------------------------------------------------------
Michael B. Kaplan, Esq., the Trustee overseeing the liquidation
of Infu-Tech Inc., sought and obtained permission to hire The
Hermes Group, LLP, Certified Public Accountants to prepare any
necessary tax filings.  The Trustee tells the Court that Hermes
Group is known to be experienced and thoroughly competent to
perform the duties sought by the Chapter 7 Trustee.

Anthony D. Nini, a Partner in Hermes Group assures the Court
that the Firm has no adverse interest in this case and is well
qualified to provide services to the Trustee.

The Hermes Group will bill the Debtors at its current hourly
rates which are:

     Partners
     --------
     Mark I. Massad              $400 per hour
     Ronald J. Sacco             $375 per hour
     Harold B. Peterson, Jr.     $350 per hour
     Anthony D. Nini             $350 per hour

     Directors
     ---------
     Joseph A. Falsetti          $400 per hour
     Thomas C. Mackay            $400 per hour
     Tom Teper                   $300 per hour

     Principals/Senior Managers
     --------------------------
     Peter G. Croghan            $250 per hour
     Stephen E. Cohodes          $400 per hour
     Stephen B. Peters           $200 per hour

     Senior Accountants
     ------------------
     Melissa M. Chau             $175 per hour
     Thomas J. O'Connor          $175 per hour
     Lawrence C. Gallo, Jr.      $160 per hour

     Staff Accountants
     -----------------
     Lori A. Farina              $125 per hour
     Arleiga L. Crate            $115 per hour
     Dawn M. Peters              $110 per hour

     Administrative
     --------------
     Annemarie Sacco             $ 75 per hour
     Joseph Sacco                $ 75 per hour
     Elaine M. Welsh             $ 70 per hour

Infu-Tech provided infusion therapy to patients at home, in
nursing homes or subacute care facilities. Its specialty
pharmaceutical unit provides such services as chemotherapy,
enteral and parenteral nutrition, chronic pain management, and
hydration therapy.  In March 2001, the Company's balance sheet
showed $6.6 million in assets and $9.9 million in liabilities.
Infu-Tech filed for protection from its creditors in August 2001
in the U.S. Bankruptcy Court for the District of New Jersey.



KMART CORP: Seeks Go-Signal to Transfer $2 Million to S.F.P.R.
--------------------------------------------------------------
During the course of the disputes between Kmart Corporation, its
debtor-affiliates, and their insurers, Mark A. McDermott, Esq.,
at Skadden, Arps, Slate, Meagher & Flom, informs Judge Sonderby
that the U.S. Attorney opened an investigation with regard to
the Debtors' casualty loss, the actions of the employees in
determining damages as a result of the loss, and the ensuing
insurance claims arising from Hurricane Georges.  The Debtors
have fully cooperated with investigations, and responded by,
among other things, taking all actions to insure that the claims
submitted to the insurance carriers did not contain any
inappropriate losses.

Nevertheless, as a result of this investigation and the Debtors'
own internal investigation, the Debtors entered into a Plea
Agreement with the U.S. Government.  Pursuant to the Plea
Agreement, on October 28, 2002, Debtor S.F.P.R. Inc. pled guilty
in the U.S. District Court of Puerto Rico to mail fraud in
violation of 18 U.S.C. Sections 1341 and 1342.  On the same
date, the Puerto Rico District Court sentenced S.F.P.R. to the
agreed upon and recommended fine of $2,000,000, plus a 3-year
probation period.

As part of the Plea Agreement, S.F.P.R. agreed to pay the
$2,000,000 fine.  Kmart Corporation also agreed to transfer the
funds necessary for S.F.P.R. to pay the fine.

By this motion, the Debtors seek the Court's authority:

    -- to transfer $2,000,000 to S.F.P.R.; and

    -- for S.F.P.R. to ultimately pay the fine.

Mr. McDermott contends that the Plea Agreement as well as the
fine engendered a resolution of many complicated issues related
to the Debtors' casualty losses and the ensuing insurance
claims, without further litigation and the attendant time and
expenses. It has been estimated that continuing to trial in
Puerto Rico may have cost as much as $2,500,000 in fees and
expenses. (Kmart Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9% bonds due 2003
(KM03USR6) are trading at about 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


L-3 COMMS: Larry Schwartz Rejoins Company to Head 2 Divisions
-------------------------------------------------------------
L-3 Communications (NYSE: LLL), announced that Larry Schwartz
has rejoined the company as vice president of Homeland Security
and president of the Navigation Products group, which
encompasses L-3's Interstate Electronics Corporation and Space &
Navigation divisions.

Mr. Schwartz had previously served with the company for over 30
years, most recently as vice president of Business Development.

In his role as vice president of Homeland Security, Mr. Schwartz
will coordinate efforts across L-3 to capitalize on existing
synergies between products and divisions to help address the
growing homeland security market with law enforcement and
government agencies. He will also seek new opportunities and
partnerships with other companies to develop new homeland
security products. As an addressable market, homeland security
includes a number of product segments; intrusion detection, port
and border security, secure communications, border security,
feasibility studies and requirements training. L-3 believes that
future homeland security market will provide $4-5 billion a year
for product acquisition.

"We are extremely pleased to welcome Larry back to the L-3
family," said Frank C. Lanza, chairman and chief executive
officer of L-3 Communications. "As homeland security becomes an
increasingly important market, we needed an industry veteran
with the technological expertise to focus our efforts on
addressing this growing opportunity. Larry's 30 plus years of
defense industry experience, technological knowledge and
strength in developing new business and product opportunities
will be vital in these efforts as we look to maximize our
existing products, and pursue new product development as well."

As president of the Navigation Products group, Mr. Schwartz will
be responsible for managing the combined divisions of IEC and
Space & Navigation. He will focus on developing technology
strategies for the group, while managing the research and
development process and new product development. IEC is an
industry leader in global positioning system receiver and
translator-based products, which are currently in use on
multiple aircraft, cruise missiles and precision-guided weapons.
The division also produces ruggedized displays for both military
and industrial applications, and provides secure communications
on a quick reaction basis for deployed forces in Eastern Europe.
Space & Navigation is one of the world's premier providers of
inertial instruments and integrated fire control systems to the
global market. The division is a major supplier of high quality
Pointing, Guidance, Control and Positioning equipment for
satellites, artillery, and launch vehicles, serving the
military, commercial and government markets.

Mr. Schwartz holds Bachelor of Arts and Masters degrees in
electrical engineering from Dartmouth College. Prior to L-3, he
served as senior vice president of Technology for Loral, where
he cultivated new product strategies and synergies with existing
product lines, as well as overseeing technology partnerships and
research and development.

Headquartered in New York City, L-3 Communications is a leading
merchant supplier of Intelligence, Surveillance and
Reconnaissance products, secure communications systems and
products, avionics and ocean products, training products,
microwave components and telemetry, instrumentation, space and
wireless products. Its customers include the Department of
Defense, selected US government intelligence agencies, aerospace
prime contractors and commercial telecommunications and wireless
customers.

To learn more about L-3 Communications, please visit the
company's Web site at http://www.L-3Com.com

                             *   *   *

As previously reported in the June 24, 2002 edition of the
Troubled Company Reporter, Standard & Poor's expected to raise
its corporate credit rating on New York, New York-based L-3
Communications to double-'B'-plus from double-'B' after the
defense company completes its offering of approximately $900
million in common stock and $750 million in senior subordinated
debt and assuming that any pending acquisition activity is on a
scale that can be accommodated by the company's enhanced
financial resources. At the same time, the rating on the
company's subordinated debt would be raised to double-'B'-minus
from single-'B'-plus. The outlook would be stable. The company's
ratings remain on CreditWatch with positive implications, where
they were placed on June 6, 2002.


LAIDLAW INC: Court Approves Kevin Benson's Engagement as CEO
------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates obtained the Court's
authority to employ Kevin E. Benson as the new Chief Executive
Officer and President of Laidlaw Inc., effective as of September
16, 2002.  Mr. Benson replaces John R. Grainger, who served as
LINC CEO on an interim basis.

Prior joining Laidlaw Inc., Mr. Benson was President and CEO of
the Insurance Corporation of British Columbia.  In that
position, Mr. Benson led the company in a transformation with a
view of preparing the company for increased competition and the
potential for the deregulation and privatization of the
automobile insurance sector.  Mr. Benson also held major
positions in several other companies.

Mr. Benson and the Debtors have entered into an employment
agreement on September 16, 2002. Accordingly, Mr. Benson agrees
to devote his full time and attention to the position as
President and CEO of LINC.  Mr. Benson will report directly to
the LINC board of directors.

Other salient terms of the Agreement are:

Compensation
& Benefits:

             An $600,000 annual base salary, subject to yearly
             adjustments

             Mr. Benson will also be entitled to:

             (a) receive a performance bonus as provided in the
                 Short Term Incentive Plan being developed by
                 LINC for the fiscal years commencing
                 September 1, 2002.  The target bonus is 75% of
                 the base salary and the maximum bonus is 150%
                 of the base salary;

             (b) participate in the Supplemental Executive
                 Retirement Plan sponsored by LINC for the
                 benefit of it employees;

             (c) a $1,200 monthly automobile allowance;

             (d) reimbursement of business expenses;

             (e) 5 weeks of vacation per year;

             (f) standard health and welfare benefits;

             (g) reimbursement of initial fees up to $50,000 for
                 professional and recreational club memberships
                 plus annual dues thereafter;

             (h) tax preparation and planning reimbursement of
                 up to $10,000 per year; and

             (i) reimbursement of relocation expenses form his
                 home in Vancouver, British Columbia to LINC's
                 corporate Headquarters.

Equity
Incentives:

             Mr. Benson will be eligible to receive grants of
             stock options.

Termination:

             By the Debtors:

                The Debtors may, at any time, terminate
                Mr. Benson provided that the Debtors will pay
                Mr. Benson 24 months salary and benefits if he
                is terminated without cause; and

             By Mr. Benson:

                Mr. Benson may terminate the agreement upon 90
                days notice to LINC.  For a period of 24 months
                after termination, Mr. Benson may not engage in
                any business that competes with the Debtors.

Change of
Control:

             In lieu of any severance payments, Mr. Benson will
             be entitled to a lump sum payment equal to two
             times his base salary and incentive pay, plus other
             benefits, if his employment is terminated under
             certain circumstances involving the change of
             control of LINC. (Laidlaw Bankruptcy News, Issue
             No. 27; Bankruptcy Creditors' Service, Inc.,
             609/392-0900)


MILLERS AMERICAN: Completes Sale of Certain Assets to Hallmark
--------------------------------------------------------------
Hallmark Financial Services, Inc., (Amex: HAF.EC) announced the
closing of its acquisition of certain subsidiaries and other
assets from Millers American Group, Inc.  Hallmark acquired the
outstanding stock of Millers General Agency, Inc., a Texas
managing general agency, as well as certain contracts and fixed
assets, from Millers Insurance Company, an indirect subsidiary
of Millers. Hallmark simultaneously acquired directly from
Millers all of the outstanding stock of two inactive
subsidiaries, Financial and Actuarial Resources, Inc., and
Effective Litigation Management, Inc.

The acquisition of Millers General Agency expands Hallmark's
product offerings to include commercial lines insurance in
addition to non-standard automobile insurance.  As a result of
the transaction, Hallmark will expand its presence beyond Texas
to the states of Idaho, New Mexico, Oregon and Washington.
Additionally, the newly acquired Hallmark subsidiaries have
employed all Millers Insurance Company personnel and entered
into agreements to provide fee-based claims and financial
administrative services to Millers Insurance Company.

These acquisitions follow Hallmark's recent purchase of a note
in default by Millers which is secured by the capital stock of
Millers Insurance Company, a Texas-based commercial lines
insurance carrier, and Phoenix Indemnity Insurance Company, an
Arizona-based non-standard automobile insurance carrier.
Hallmark previously announced that, in lieu of immediate
foreclosure, it has negotiated with Millers to accept the stock
of Phoenix in partial satisfaction of the outstanding balance of
the Millers note.  This proposed exchange is contingent on
execution of a mutually acceptable definitive agreement and
regulatory approval.  If consummated, the proposed transaction
would result in Phoenix becoming a wholly-owned subsidiary of
Hallmark.  The stock of Millers Insurance Company would continue
to be held by Hallmark as collateral for the remaining balance
of the Millers note while the parties evaluate the
recapitalization or reorganization of Millers Insurance Company.

Hallmark Financial Services, Inc., now engages primarily in
underwriting, marketing and financing non-standard automobile
insurance in the State of Texas and in marketing commercial
lines insurance in Texas, New Mexico, Idaho, Oregon and
Washington.  Other activities include fee-based claims handling
as well as administrative and financial services for unrelated
parties.  The Company is headquartered in Dallas, Texas and its
common stock is listed on the American Stock Exchange under the
symbol "HAF.EC".


MORGAN STANLEY: Fitch Affirms Ratings on Series 1998-HF2 Notes
--------------------------------------------------------------
Morgan Stanley Capital I, Inc.'s commercial mortgage pass-
through certificates, series 1998-HF2, $136.6 million class A-1,
$547.8 million class A-2, and interest only class X are affirmed
at 'AAA' by Fitch Ratings. In addition, Fitch affirms $52.9
million class B at 'AA', $52.9 million class C at 'A', $58.2
million class D at 'BBB', $21.2 million class E at 'BBB-', $23.8
million class F at 'BB+', $18.5 million class G at 'BB', $10.6
million class H at 'BB-', $21.2 million class J at 'B+', $10.6
million class K at 'B', $15.9 million class L at 'B-' and $10.6
million class M at 'CCC'. The $10.6 million class N is not rated
by Fitch. The rating affirmations follow Fitch's annual review
of the transaction, which closed in November 1998.

The certificates are currently collateralized by 258 loans,
consisting primarily of multifamily (32.9%), retail (22.8%), and
industrial (8.8%) properties. The properties are located in 39
different states, with large concentrations in California (20%),
Georgia (9%), and Texas (8%).

As of the November 2002 distribution date, the pools aggregate
certificate balance was $990.6 million, a reduction of 6% since
issuance. Fitch received year-end 2001 information for 92% of
the pool. Based on this information, the pool's YE 2001 weighted
average debt service coverage ratio was 1.55 times, compared to
1.57x for YE 2000 and up from 1.37x at issuance. Eleven loans
(6%), reported year-end 2001 DSCRs below 1.0x. There were 31
loans (14%) on the master servicer's watchlist, of which, 5
loans (3%) were deemed of concern by Fitch. There were 3 loans
(2%) are in special servicing, however no losses are expected on
these loans.

The following loans are currently in special servicing. The
Holiday Inn Select loan, secured by a property located in
Denver, CO, has an outstanding principal balance of $11 million,
representing 1% of the pool, and is 90-days delinquent. The loan
was transferred to special servicing due to a missed debt
service payment. The special servicer is in the process of
negotiating a short-term modification agreement with the
borrower. Year-to-date September 2002 occupancy was 52.8%, ADR
was $86.88 and REVPar was $45.87. The Royal Gulf Apartments
loan, secured by a property located in Biloxi, MS, has a current
outstanding principal balance of $5.8 million, and represents
0.6% of the pool. The loan is currently real estate-owned. The
special servicer is currently attempting to stabilize
performance in preparation for sale. The Chateau DeVille
Apartments loan, secured by a property located in Slidell, LA,
has an outstanding principal balance of $3.2 million,
representing 0.3% of the pool. The loan is in foreclosure.

Fitch modeled the transaction taking into account the specially
serviced loans and other loans of concern. Based on this
analysis, subordination levels remained sufficient to affirm the
ratings.

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


NAPSTER: Ch. 11 Trustee Gets $250,000 DIP Financing from Napco
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Hobart G. Truesdell, the Chapter 11 Trustee
of Napster, Inc., to obtain postpetition financing and perform
other obligations under a Letter of Intent.

On behalf of the Debtors, the Trustee is authorized to obtain
credit under a Loan Agreement from Napco Acquisition, LLC up to
the principal amount of $250,000.

The Debtors have an immediate need to obtain financing in order
to permit, among other things, the orderly and efficient
liquidation of substantially all of the Debtors' assets and to
satisfy other working capital needs.  The ability of the Debtors
to obtain sufficient working capital and liquidity through the
occurrence of new indebtedness is vital to the preservation and
maintenance of the value of the Assets.

The Debtors have entered into the Letter of Intent with the
Lender for the sale of certain of the Assets to the lender.  The
Letter of Intent provides that the Lender shall have the
exclusive right to conduct diligence and negotiate a purchase of
the Assets.

The Court concludes that the terms of the Financing are fair and
reasonable, reflect the Trustee's exercise of prudent business
judgment consistent with his fiduciary duties and are supported
by reasonably equivalent value and fair consideration.

The Trustee on behalf of the Debtors is authorized to borrow
pursuant to the Loan Agreement, up to an aggregate principal
amount of $250,000 in accordance with the terms of the Loan
Agreement, which shall be used, among other things, for the
purpose of providing working capital for the Debtors, and to
agree to the terms of the Exclusivity Provisions.

The Exclusivity Provisions of the Letter of Intent shall not
affect any liens of Comerica and Bank of America, NA against
certain of the Debtors' certificate of deposit.

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


NATIONAL CENTURY: Proposes Professional Compensation Procedures
---------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates anticipate that they may need to retain other
professionals to assist in the administration of these cases.
Matthew A. Kairis, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, notes that one or more statutory committees may
be appointed.  The Committees would naturally seek to retain
counsel, and possibly other professionals, to assist them in
fulfilling their duties.

Thus, the Debtors seek a Court order that will streamline the
professional compensation process to enable the Court and other
parties to monitor the professional fees incurred more
effectively.  Specifically, the Debtors propose that the
professionals retained be permitted to seek interim payment of
compensation and reimbursement of expenses according to these
procedures:

  (a) Every 25th day of each calendar month after the month for
      which compensation is sought, each Professional seeking
      interim compensation may submit a monthly fee and expense
      statement;

  (b) Each Notice Party will have until 15 days after service of
      the Monthly Statement to review it and raise any
      objections;

  (c) If no timely Objection is filed to a Professional's
      Monthly Statement, the Debtors will be authorized to
      immediately pay 80% of the fees and 100% of the expenses
      requested in the Monthly Statement.  If a timely Objection
      is filed, the objecting party and the affected
      Professional may attempt to resolve the Objection on a
      consensual basis.  If the parties are unable to reach a
      resolution, the affected professional may:

      -- file a request for payment of the disputed amount with
         the Court and serve the request on the Notice Parties,
         which will be heard at the first scheduled omnibus
         hearing, at least 20 days after filing; or

      -- forego payment of the disputed amount until the next
         interim of final fee application hearing, at which time
         the Court will consider and dispose of the Objection.

      Pending resolution of a timely Objection, the Debtors will
      be authorized to immediately pay the lesser of:

      -- 80% of the fees and 100% of the expenses requested; and

      -- the aggregate amount of fees and expenses not subject
         of the Objection;

  (d) Each of the Professionals may file, at four-month
      intervals, for interim Court approval and allowance of
      compensation and reimbursement of expenses incurred four
      months prior within 45 days after the end of the Interim
      Fee Period;

  (e) The Debtors will ask the Court to schedule a hearing
      on the Interim Fee Applications after its filing;

  (f) Any Professional that fails to submit a Monthly Statement
      or file an Interim Fee Application when due will be
      ineligible to receive further interim payments of fees or
      expenses under the Compensation Procedures until both are
      filed; and

  (g) The pendency of an Objection to payment of compensation or
      reimbursement of expenses will not disqualify a
      Professional from the future payment of compensation or
      reimbursement.

Mr. Kairis explains that with respect to the Committee members'
expenses, the Debtors ask the Court to permit each Committee
member to submit statements of expenses supporting vouchers to
the applicable Committee's counsel who will collect and submit
the members' requests for reimbursement.

Mr. Kairis asserts that the Debtors' proposed Compensation
Procedures should be allowed since they are appropriate and are
consistent with those established in other large Chapter 11
cases. (National Century Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: October 2002 Net Loss Tops $4.6 Million
-------------------------------------------------------
National Steel Corporation (OTC Bulletin Board: NSTLB) filed a
Form 8-K on November 26, 2002 for the entities that filed
Chapter 11 and reported a net loss for October of $4.0 million.
Including all of the entities that did not file Chapter 11,
National Steel had a net loss of $4.6 million.  The October loss
was attributed to higher planned maintenance outages and lower
shipments due to seasonal reductions in construction and
container market shipments.  Average selling prices continued to
increase primarily as a result of a better mix of shipments.  As
indicated in the 10-Q and associated press release, the fourth
quarter 2002 is projected at a net loss due to significant
maintenance outages and an anticipated deterioration in average
selling price.

For the sixth consecutive month, National Steel generated a
positive EBITDA.  The EBITDA for October was $12.4 million,
which brings the year to date EBITDA to $33.6 million.
Additionally, borrowings decreased during the month by $19
million, to $77 million at October 31, 2002.  Total liquidity
from cash and availability under the Company's DIP credit
facility remained strong at $252 million at month-end, as
compared to $237 million at September 30, 2002.

"I am pleased with our cash flow generation and continued strong
liquidity, which will fund the planned maintenance outages
occurring in the fourth quarter.  We made a decision to complete
most of our major maintenance outages in the fourth quarter in
order to coincide with the automotive market shutdowns and
seasonally low market demands," stated Mineo Shimura, chairman
and chief executive officer.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons.  National Steel Corporation employs approximately
8,200 employees.  Please visit the Company's Web site at
http://www.nationalsteel.comfor more information on the Company
and its products and facilities.

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


NAVISTAR INT'L: Full-Year 2002 Net Loss Balloons $132 Million
-------------------------------------------------------------
As previously forecast, Navistar International Corporation
(NYSE: NAV), the nation's largest commercial truck and mid-range
diesel engine producer, reported a net loss for both the fourth
quarter and year ended October 31, 2002. Restructuring, non-
recurring charges and loss from discontinued operations, net of
taxes, totaled $404 million for the year, compared to a prior
forecast of a maximum $456 million.

The net loss from continuing operations for the fourth quarter,
excluding the after-tax restructuring and non-recurring charges
and loss from discontinued operations, amounted to $60 million,
or $0.98 per diluted common share. The consensus estimate of
financial analysts had been for a loss from continuing
operations of $1.07 per diluted common share. Including the
charges and discontinued operations, the fourth quarter loss
amounted to $460 million, or $7.58 per diluted common share. In
the fourth quarter a year ago, the company reported earnings of
$7 million, or $0.11 per diluted common share. Consolidated
revenues for the fourth quarter of 2002 were up 12 percent to
$2.1 billion from $1.8 billion in 2001.

Consolidated sales and revenues for the year ended October 31,
2002, totaled $6.8 billion, compared with $6.7 billion a year
earlier. The net loss from continuing operations, excluding
restructuring and non-recurring charges and discontinued
operations, amounted to $132 million in 2002, equal to ($2.18)
per diluted common share, compared with a net loss of $9
million, or $0.15 per diluted common share in 2001. Including
the charges and discontinued operations, the net loss for 2002
totaled $536 million, equal to $8.88 per diluted common share,
compared with a net loss of $23 million or $0.39 per diluted
common share in 2001.

The decline in income from continuing operations, excluding
restructuring and non-recurring charges and discontinued
operations $123 million, is the result of significant increases
in the cost of post-retirement benefits and interest expense
combined with the impact of several unusual items that have not
been classified as restructuring or other non-recurring charges.
These unusual items total (approximately $115 million pre tax)
and include the impact of the United Auto Workers negotiations,
the Canadian Auto Workers strike, brake recalls, Class 8 engine
shortages and the impact of exchange losses in Brazil and
Argentina. These unfavorable impacts were partially offset by
material cost improvement and manufacturing performance.

"As we move forward into 2003 we will drive further cost
improvements as we gain experience with our new products," said
John R. Horne, Navistar chairman and chief executive officer. He
noted that 2002 was one of the most difficult periods in the
company's 100-year history yet the company took a number of
giant steps forward that will enhance future earnings
opportunities. Major initiatives included:

     --  Realigned the company's truck manufacturing facilities.

     --  Introduced a new lineup of High Performance Trucks
         (Class 6-8).

     --  Launched a new 6-liter V8 engine.

     --  Negotiated a new United Auto Workers (UAW) union
         contract that allows for a more flexible workforce at a
         more competitive wage and benefit structure.

     --  Continued progress on the Blue Diamond truck and parts
         joint venture with Ford Motor Company.

"Steps were taken during 2002 to discontinue a number of
processes and to close a number of facilities that were utilized
for our old products," Horne said. "We reduced our fixed costs
and maintained a healthy distribution system throughout the
downturn. Our goal for 2003 is to be profitable. We have
positioned the business well, and now is the time to reap the
benefits."

According to Horne, the fixed cost reductions resulting from the
restructuring and discontinued operations, coupled with the
company's ongoing program of continuous cost improvements and
the benefits from the Ford joint venture are expected to result
in incremental gains in earnings before interest and taxes
(EBIT) of $100 million in 2003 and $400 million at the peak of
the next cycle.

Horne said that given the weakness in the Class 8 market, the
company expects a loss in the first quarter of 2003 to be in the
area of $1.45 to $1.55 per diluted common share. The company
expects demand for Class 8 trucks to remain weak during the
first half of the year due to the pull forward of demand in the
second half of 2002 as a result of the change in emission
regulations. Demand for Class 8 trucks is expected to improve in
the second half of the year because of improving trends in used
truck inventories, the industry tonnage hauled and already
extended replacement cycles.

Horne emphasized that the company still forecasts a small profit
for 2003, although there are some significant costs, such as the
change in earnings assumption on pension assets that were not
included in the original forecast, which must be avoided or
offset for this forecast to materialize.

"The building blocks are now in place as we have realigned our
manufacturing facilities to deliver scale for focused products
and invested to make those plants the most efficient in the
industry," Horne said. "We expect to continue to reduce our
material costs through improved product design and the reduction
in the number of suppliers. In addition, our joint venture with
Ford allows us to participate in the benefits of purchasing
scale."

As part of the Ford joint venture, production of Ford's medium
truck will begin at Navistar's truck assembly plant in Escobedo,
Mexico next week and as a result, approximately two-thirds of
the facility will be transferred into the joint venture.

The company's trucks and buses are sold under the Internationalr
and ICr brands. Worldwide shipments in 2002 totaled 84,100
trucks and buses, of which 33,100 were medium trucks, primarily
Class 6-7; 19,500 were school buses; and 31,500 were heavy
trucks (Class 8). Shipments in 2001 consisted of 89,600 trucks
and buses of which 43,700 were medium trucks, 20,800 were school
buses, and 25,100 were heavy trucks.

Engine shipments totaled 375,500 units in 2002 compared with
394,300 units in 2001.

Navistar is forecasting United States and Canadian total truck
industry retail sales volume for Class 6-8 and school bus in
fiscal 2003 at 265,500 units, up 1 percent from the 263,400
units sold in the 12 months ended October 31, 2002. Demand for
heavy trucks is expected to decline 5 percent to 156,000 units,
while demand for Class 6-7 medium trucks is estimated at 82,000,
up 13 percent from the 73,000 sold in 2002. School bus demand is
forecast to be flat at 27,500 units.

Horne said that due to the decline in the stock market this
year, coupled with the decline in interest rates, the
underfunded liability of the company pension plans has
increased. The reduction of equity due to the increase in
unfunded liability as of October 31, 2002, was $369 million
after tax. In addition, the company has reduced the 2003 rate of
return assumptions on plan assets for the pension and other
postretirement benefits plans to 9.0 percent.

Headquartered in Warrenville, Ill., Navistar International
Corporation (NYSE: NAV) is the parent company of International
Truck and Engine Corporation, a leading producer of mid-range
diesel engines, medium trucks, heavy trucks, severe service
vehicles and a provider of parts and service sold under the
International(R) brand. IC Corporation, a wholly owned
subsidiary, produces school buses. The company also is a private
label designer and manufacturer of diesel engines for the pickup
truck, van and SUV markets. Additionally, through a joint
venture with Ford Motor Company, the company will build medium
commercial trucks and currently sells truck and diesel engine
service parts. International Truck and Engine has the broadest
distribution network in the industry. Financing for customers
and dealers is provided through a wholly owned subsidiary.
Additional information can be found on the company's Web site at
http://www.nav-international.com

                          *     *     *

As reported in Troubled Company Reporter's November 4, 2002
edition, Standard & Poor's Ratings Services placed its
double-'B' corporate credit ratings on Navistar International
Corp., and its subsidiary Navistar Financial Corp., a leading
North American producer of heavy- and medium-duty trucks, on
CreditWatch with negative implications.

The CreditWatch listing is the result of Standard & Poor's
concerns that the loss or postponement of the Ford Motor Co. V6
diesel engine business, combined with heavy cash outlays
associated with the recently announced $456 million
restructuring charge and continued challenging end market
conditions, could pressure the credit profile and cash flow.
Additionally, the company has approximately $200 million in
manufacturing debt maturities it needs to refinance in the next
12 months, which heightens financial risk.

Navistar International's 9.375% bonds due 2006 (NAV06USN1) are
trading at about 92 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NAV06USN1for
real-time bond pricing.


NETIA: Polish SEC Admits Restructuring Shares to Trading
--------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that on November 29,
2002, the Polish Securities and Exchange Commission decided to
admit to public trading 317,682,740 ordinary series H shares,
64,848,652 ordinary series J shares and 18,373,785 ordinary
series K shares of Netia, to be issued connection with Netia's
ongoing restructuring.

Furthermore, the Commission gave its consent for the
introduction to public trading of 31,419,172 ordinary series I
notes and 1,005,154 ordinary series II notes, which authorize
their holders to subscribe for the series J shares on a pre-
emptive basis, with priority to Netia shareholders (subscription
warrants), and 18,373,785 ordinary series III notes, which
authorize their holders to subscribe for the series K shares on
a pre-emptive basis.

This approval represents the achievement of another milestone in
the implementation of the Restructuring Agreement signed by
Netia with its creditors on 5 March, 2002.


NEW POWER COMPANY: Disclosure Statement Hearing Set for Dec. 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will convene a hearing on December 17, 2002, to consider the
adequacy of the Disclosure Statement prepared by New Power
Company, and its debtor-affiliates, to explain the Company's
Plan of Reorganization.

The hearing will start at 10 a.m. before the Honorable W. Homer
Drake, Jr.

Objections to the approval of the Disclosure Statement must be
received by the Bankruptcy Court before 4:00 p.m. on December 9,
2002, with copies served upon:

      i. Counsel to the Debtors
         King & Spalding
         191 Peachtree Street
         Atlanta, Georgia 30326
         Attn: Paul K. Ferdinands, Esq.

     ii. Counsel to the Debtors
         Sidley Austin Brown & Wood LLP
         787 Seventh Avenue,
         New York, New York 10019
         Attn: William M. Goldman, Esq.

    iii. Counsel to the Creditors Committee
         Morris, Manning and Martin LLP
         1600 Atlanta Financial Center
         3343 Peachtree Road NE
         Atlanta, GA 30326
         Attn: Frank W. DeBorde, Esq.

     iv. Office of the United States Trustee
         362 Richard B. Russell Building
         75 Spring Street SW
         Atlanta, Georgia 30303
         Attn: R. Jeneane Treace

New Power Company filed for Chapter 11 protection on June 11,
2002. Gregory Bianchi, Esq., and Paul K. Ferdinands, Esq., at
King & Spalding and William M. Goldman, Esq., Geoffrey T.
Raicht, Esq., and Richard W. Havel, Esq., at Sidley Austin Brown
& Wood LLP represent the Debtors in their restructuring efforts.


NORTEL: Will Link Wi-Fi Networks with CDMA, GPRS, UMTS Networks
---------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT.) announced the ability to
provide integrated solutions for wireless operators that will
seamlessly link existing and future Wireless Wide Area Networks
with fast-emerging wireless 'hot spots,' also known as Wireless
Local Area Networks.

Nortel Networks integrated WWAN/WLAN technology will give GSM,
GPRS, UMTS and CDMA wireless operators the opportunity to
provide enterprises and consumers with a single 'sign on' and
seamless service between 2G/3G networks and wireless hot spots.
This solution will also give operators the capability to provide
consolidated billing, authentication and security without the
need to restructure existing network architectures.

This technology will help enable mobile workers to establish
'virtual offices,' connect securely to corporate intranets, send
and respond to e-mails, access the Web, download files, and
conduct business from virtually any location. In addition, it
will allow users to roam seamlessly between wireless 2G/3G and
WLAN networks with uninterrupted access to the same Internet
Protocol (IP) data services. The technology will also manage
billing information across networks so that end users can
receive one consolidated bill from their wireless operator.

"As part of our Wireless Data Networks strategy, Nortel Networks
has developed this comprehensive suite of solutions to allow
wireless operators to offer secure WLAN hotspot connectivity as
an extension to their existing wireless services," said Dave
Murashige, vice president, strategic marketing, Wireless
Networks, Nortel Networks. "The WLAN strategy we are announcing
today demonstrates our commitment to helping operators create a
mobile environment that delivers users compelling content and
data services from any location. Our WLAN technology, coupled
with our extensive experience in IP data networking, will
position operators to increase revenue potential and reduce
subscriber churn."

"Public access WLAN provides a good test bed for mobile data
applications, particularly those targeted at enterprise
markets," said Jason Chapman, senior analyst, Gartner. "With 3G
mobile heavily relying on the take-up of data services, it is
not only in the interests of mobile operators but also of the
mobile infrastructure vendors to make sure that early data
services are successful, paving the way for 3G. Once mobile
enterprise customers feel security and pricing are not
prohibitive, they will get used to, for example, being able to
pull out their laptops in a coffee shop and get access to
corporate data."

As part of its integrated WWAN/WLAN offering, Nortel Networks is
working with Mobility Network Systems, a leading supplier of
carrier-class WLAN solutions, to provide comprehensive solutions
that will enable GSM, GPRS and UMTS operators to integrate WLANs
into their existing networks and service platforms using SIM and
RADIUS technology. In interoperability testing conducted earlier
this year, Mobility Networks ipRAN technology was successfully
integrated with Nortel Networks GSM, GPRS and UMTS core network
infrastructure and products, including Home Location Register
and Nortel Networks Univity GPRS Gateway Serving Node.

Nortel Networks CDMA technology will enable CDMA operators to
provide WLAN services to their customers using existing CDMA2000
core network equipment. Nortel Networks is working in
collaboration with Bridgewater Systems and MetaSolv to support
common authentication and billing between CDMA2000 and Wi-Fi
networks, enabling a single 'sign-on' for the customer and
consolidated billing information. CDMA operators can choose to
deploy their own WLAN access networks or act as a virtual
network operator through WLAN access wholesalers or aggregators.

Nortel Networks Univity GGSN/PDSN, based on Nortel Networks
Shasta platform, can provide a number of value-added benefits
for wireless operators wanting to integrate WLANs with WWANs.
Univity GGSN/PDSN will allow operators to identify and manage
subscribers, control traffic flows, and deliver a richer set of
IP data services. It will also provide enhanced protection of
subscriber data with security features such as 'state-aware'
firewalls and strong encryption algorithms.

In addition, Nortel Networks integrated WWAN/WLAN technology
will use industry standard IPSec encryption technology to help
reduce enterprise security concerns. Nortel Networks Contivity
solution can also be used to provide encryption, authentication,
firewalls and routing in a single, secure switch, and stops
unauthorized users from hacking into the network to gain free
access and/or steal confidential information.

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

                         *     *     *

As reported in Troubled Company Reporter's November 6, 2002
edition, Moody's Investors Service lowered the senior secured
and senior implied ratings on the securities of Nortel Networks
Corp., and its subsidiaries to B3 and Caa3 from Ba3 and B3
respectively.

Outlook is negative.

The rating action reflects the lack of Nortel's financial
flexibility and the decline of its revenue base. The downgrade
also takes into account the company's planned lapse of its $1.5
billion in credit facilities due on December. However the rating
action is offset by its substantial cash, modest near-term debt
maturities, and the progress the company has made in
streamlining its expenses.

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


OAKWOOD HOMES: US Trustee Appoints Unsecured Creditors Committee
----------------------------------------------------------------
The U.S. Trustee for the District of Delaware Monday appointed
the following members of the Committee of Unsecured Creditors of
Oakwood Homes Corp:

     * J.P. Morgan Chase Bank, as Trustee,
     * U.S. Bank N.A. as Trustee,
     * Absolute Recovery Hedge Funds,
     * Aegon USA Investment Management, LLC,
     * Patrick Industries, Inc.,
     * Carriage Industries, Inc., and
     * La Salle Bristol LP.

The Committee has elected Wilbur L. Ross, Chairman of Absolute
Recovery Hedge Fund, as its Chairman and has selected Akin,
Gump, Strauss Hauer & Feld LLP and McCarter & English LLP as its
counsel.

On November 15, 2002, Oakwood Homes filed for protection under
Chapter 11 of the federal bankruptcy code, listing $705 million
of debts, including almost $300 million in senior notes, and
$842 million of total assets. The bankruptcy filing came amid a
slump in mobile home sales and a cutback in lending by Oakwood
Homes lenders including Conseco Inc., Greenpoint Financial
Corp., and others.

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

Oakwood Homes Corp.'s 7.875% bonds due 2004 (OH04USR1) are
trading at about 22 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OH04USR1for
real-time bond pricing.


OCEAN POWER: Seeks Nod to Obtain DIP Financing from Algonquin
-------------------------------------------------------------
Ocean Power Corporation asks for permission from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
Postpetition Financing from Algonquin Capital Management, LLC
and to incur Postpetition Indebtedness with superpriority
status.  Pursuant to the DIP Loan Agreement, the Lender shall
make loans and advances to the Debtor in an amount not to exceed
$216,819.

The Debtor discloses that the Prepetition Lender was owed
$3,701,005.66 under as of the Petition Date.  The Debtor relates
that it has no unencumbered funds or credit available to fund
its business operations or to conduct the orderly sale of its
assets.  The Debtor has also been unsuccessful in its attempts
to secure third party financing from other potential debtor-in-
possession lenders.  Thus, without the funding from the
Algonquin Capital, the Debtor's operations will cease and the
value of its assets will be lost.  The Debtor asserts that it is
imperative that it be authorized to obtain advances under the
DIP Loan Agreement in order to preserve and maximize the value
of its assets.

The Debtor has determined a sale of its assets will maximize
value.  The Debtor has simultaneously filed motion for approval
of an Asset Purchase Agreement, which provides for the sale of
the Debtor's assets to Algonquin Capital Management L.L.C. and
Hibernia Capital Management LLC.

Since the DIP Lender is also the Pre-Petition Lender, whose
senior liens and security interests are being primed, the DIP
Loan Agreement grants the Lender adequate protection of the
prepetition liens on and security interests in the Prepetition
Collateral in the form of the Replacement Liens, subject and
subordinate only to the Post-Petition Liens on and the Lender's
security interests in the Collateral.

DIP Loan Agreement will terminate at the earliest of:

     (a) the Closing under the Sale Agreement,

     (b) February 28, 2003,

     (c) termination of the Sale Agreement for any reason;

     (d) withdrawal of the motion for approval of the Sale
         Agreement; or

     (e) occurrence of Events of Default.

Additionally, the DIP Loan Agreement provides for the inclusion
of $70,000 of advances made by the Debtor immediately prior to
the Petition Date.  The Debtor relates that prior to the
Petition Date, it had no cash to fund certain necessary expenses
that would have otherwise forced the Debtor to immediately
terminate operations, liquidate its assets and wind-up its
business.  Because these advances were necessary to the prospect
of any bankruptcy proceeding, the Debtor seeks authority to
include the advances under the DIP Loan Agreement.

Moreover, the Debtor has certain operating needs that will
require funding prior to the interim hearing. Accordingly, the
Debtor requests authority to obtain funding on an emergency
basis in an amount not to exceed $15,000.

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: Court Approves Sale of Mission Plant to B.C. Ltd.
----------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained Court approval
of the Purchase and Sale Agreement between Vytec Corporation and
493989 B.C. Ltd., for the sale of the Debtors' plant in Mission
BC, Canada.

Vytec Corporation is a wholly owned non-Debtor subsidiary of
Fibreboard.  Owens Corning (China) Investments Company Ltd., is
an indirect wholly owned non-debtor subsidiary of Owens Corning
Cayman (China) Holdings.  Owens Corning (Anshan) Fiberglass Co.,
Ltd., is an indirect wholly-owned non-debtor subsidiary of Owens
Corning and was organized under the laws of China and was formed
in 1996 for the purpose of manufacturing, marketing,
distributing and selling fiberglass insulation products used for
both residential and commercial purposes.  493989 B.C. Ltd., is
an unaffiliated third party.

The key terms of the Purchase and Sale Agreement, among others,
are:

A. BC Ltd. will pay Vytec CDN $2,650,000, which includes a CDN
   $60,000 deposit, for the real property and the equipment and
   personal property.  The balance of the Purchase Price will be
   paid at Closing;

B. The Closing is scheduled to take place on November 27, 2002;

C. BC Ltd. is to indemnify and hold Vytec harmless from all
   claims and expenses that relate to the release or discharge
   of hazardous substances onto or into the Property after
   Closing;

D. Vytec is to indemnify and hold BC Ltd. harmless from all
   claims and expenses that relate to the presence on any
   hazardous substances on the Property prior to Closing and not
   previously disclosed to B.C. Ltd. or known by BC Ltd. prior
   to the Closing;

   Eo BC Ltd. may enter the real property prior to Closing to
   prepare the premises for its occupation after Closing;

F. If the Vytec-owned equipment not subject to the sale to BC
   Ltd. is not removed from the Property prior to Closing, the
   Equipment can be stored on the Property until November 1,
   2002; and

G. Vytec's obligation to close the transactions contemplated in
   the Purchase and Sale Agreement is conditioned on Bankruptcy
   Court approval. (Owens Corning Bankruptcy News, Issue No. 41;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: EVP and CFO R. Scott Trumbull Opts to Retire
------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) announced that R. Scott
Trumbull, executive vice president and chief financial officer,
has elected to retire from the company as of the end of 2002,
and has accepted the position of Chairman and Chief Executive
Officer of Franklin Electric Company, Inc., (Nasdaq: FELE).  Mr.
Trumbull has served as a member of the board of directors of
Franklin Electric since 1998.

Joseph H. Lemieux, Owens-Illinois chairman and chief executive
officer, said, "We thank Scott for his many contributions during
his 31 years of service with the Company, and we wish him well
in his new position."  Mr. Lemieux further said, "The
reassignment of Mr. Trumbull's responsibilities within the
Company will be announced at a later date."

Owens-Illinois is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe.  O-I also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by O-I include consumer
products (blow molded containers, injection molded closures and
dispensing systems) and prescription containers.

Copies of Owens-Illinois news releases are available at the
Owens-Illinois Web site at http://www.o-i.comor at
http://www.prnewswire.com

                           *    *    *

As reported in Troubled Company Reporter's November 5, 2002
edition, Fitch Ratings assigned a 'BB' rating to Owens-Illinois'
(NYSE: OI) proposed $300 million privately placed, Rule 144A
senior secured notes. The Rating Outlook remains Negative.

Credit risks incorporated in the rating and the Outlook concern
OI's asbestos exposure, high leverage position and refinancing
requirements. The bankruptcy of several companies with asbestos
exposure has heightened interest in the company's asbestos
exposure, and some uncertainty will likely remain over the near
term. However, OI showed reduced payments through the first nine
months of 2002, and despite a $475 million addition to reserves
in the first quarter, trend lines are positive. OI's exposure is
differentiated from other asbestos exposed firms by a number of
factors including OI's exit in 1958 from asbestos-related
manufacturing (earlier than most other exposed companies), the
aging of potential claimants, and agreements in place with
numerous plaintiff law firms as to the handling of claims. OI
has retained high leverage as a result of a number of meaningful
acquisitions as well as high levels of asbestos payments. OI has
demonstrated continued access to the capital markets, although
heavy refinancing requirements, unsteady capital markets and
exposure to asbestos uncertainties indicate that refinancing
risk, although reduced, could remain.

OI has been able to maintain relatively stable margins and
breakeven, or modestly positive, free cash flow (after asbestos
payments) in spite of the weak economic environment. Recent
results in the glass business have been positive due to steady
unit growth, lower energy costs and a degree of pricing
strength. The plastics operations continue to experience pricing
pressure. Historically, OI has been able to maintain relatively
steady margins in their glass business through a consistent
focus on cost reductions and productivity improvements.


PRIME GROUP: K Capital Urges Company to Seek Strategic Options
--------------------------------------------------------------
K Capital sent the following letter to Prime Group Realty Trust.

                                         December 3, 2002

Stephen J. Nardi - Acting Chairman
Prime Group Realty Trust
77 West Wacker Drive
Suite 3900
Chicago, IL 60601

Dear Mr. Nardi:

"K Capital Partners manages an investment partnership that
focuses on undervalued equities.  We beneficially control over
18% of Prime Group shares and have been a shareholder for over a
year.  We believe that the stock market valuation of Prime Group
represents a significant discount to its real estate net asset
value.  Prime Group suffers this discount because its high
leverage, lack of dividend and small market capitalization
constrain investor interest in the stock.

"We applaud the Board and Management's efforts to turn around
the company and manage debt levels.  However, despite these
positive moves, the stock is still trading at a substantial
discount to its NAV due to the aforementioned reasons.
Therefore, we strongly encourage Management and the Board to
pursue a liquidation of a substantial portion of its real estate
portfolio or a sale of the entire company.  We look forward to
working with Management and the Board to implement a more
effective plan to maximize shareholder value."

                                         Regards,

                                         Abner Kurtin
                                         Managing Director
                                         K Capital Partners, LLC
                                         75 Park Plaza, Box 11
                                         Boston, MA 02116

                         *   *   *

As reported on April 10, 2002 in Troubled Company Reporter,
Daniel Kaufman, Chairman of the Committee to Restore Shareholder
Value, said, "[F]or the past three months, PGE has faced the
risk of involuntary bankruptcy due to the potential redemption
of $40 million of PGE's Preferred A shares.  Inexplicably, the
Board has left Mssrs. Reschke and Curto to negotiate with
creditors who are fully aware of how the parties chose to deal
with another creditor.  Mr. Reschke recently stated that he
hopes to solve PGE's liquidity crisis with asset sales.  Given
PGE's outstanding tax indemnification agreements, asset sales
may be inferior to completing an entity-level transaction or
issuing additional debt or equity."


PROVANT INC: Maxco Inc. Discloses 10.4% Equity Stake
----------------------------------------------------
Maxco, Inc., beneficially owns 2,837,089 shares of the common
stock of Provant, Inc., representing 10.4 per cent of the
outstanding common stock shares of the Company. Maxco holds sole
powers of voting and disposing of the stock.

Maxco, Inc., currently operates in two business segments through
wholly owned subsidiaries: heat treating and packaging products.
Maxco also has investments in real estate and investments
representing less than majority interests in a number of other
businesses.

The consideration which was used to acquired the Provant, Inc.,
common stock was stock in Strategic Interactive, Inc., which was
acquired by Provant, Inc., in October 1998, and of which Maxco,
Inc., was a former shareholder.

Maxco, Inc., acquired the Provant, Inc., common stock in
connection with the acquisition by merger of Strategic
Interactive, Inc., by Provant. The merger agreement provided for
the former Strategic Interactive shareholders to receive
additional shares of Provant, Inc., common stock upon the
reaching of specified contingencies. Those contingencies were
met and the additional shares of Provant, Inc., were registered
by Provant, Inc., with the Commission by registration statement
declared effective November 13, 2002 and distributed to Maxco,
Inc., on November 14, 2002. Maxco, Inc., has no plans which
relate to or would result in the acquisition or disposition of
any securities of Provant, Inc., any extraordinary corporate
transaction involving Provant, Inc., or any change in control or
operations of Provant, Inc.

As a leading provider of performance improvement training
services and products, Provant helps its clients maximize their
effectiveness and profitability by improving the performance of
their people. With over 1,500 corporate and government clients,
the Company offers blended solutions combining web-based and
instructor-led offerings that produce measurable results by
strengthening the performance and productivity of both
individual employees and organizations as a whole.

For more information visit http://www.provant.com

                         *    *    *

As reported in Troubled Company Reporter's November 7, 2002
edition, Provant continues to be in default under its credit
facility agreement, and "believe[s] [the Company is] close to
finalizing the terms of an extension to it that would
end the current default."

The terms of this extension will, among other things, extend the
due date of the facility to April 15, 2003, subject to the
Company's continued obligation to take actions that would result
in the early repayment of our indebtedness to the banks. The
Company continues to pursue various strategic alternatives,
which include the sale of Provant or various of its assets.


PROVELL: Disclosure Statement Hearing is Tomorrow in Manhattan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing to consider approval of Provell, Inc.'s
Proposed Disclosure Statement explaining the Company's Joint
Plan of Reorganization.  The Debtors will ask the Court to find
that the disclosure document contains adequate information that
will allow creditors to make informed decisions when asked to
vote to accept or reject the plan.

The Disclosure Statement Hearing will be held on December 6,
2002, at 10:00 a.m. before the Honorable Allan L. Gropper,
United States Judge for the Southern District of New York,
Alexander Hamilton Custom House, One Bowling Green, New York, NY
10004.

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.


PSC INC: Brings-In U.S. Bancorp Piper as Investment Banker
----------------------------------------------------------
PSC Inc., and its debtor-subsidiary PSC Scanning, Inc., ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to continue their employment of U.S.
Bancorp Piper Jaffray Inc., as Investment Banker while in
chapter 11.

The Debtors tell the Court that Piper has a wealth of experience
in providing investment banking and financial advisory services
to its clients, including services pertaining to:

     (i) general financial advice,

    (ii) mergers, acquisitions, and divestitures,

   (iii) special committee assignments and

    (iv) corporate restructuring.

The Debtors believe that Piper is well qualified and able to
represent the Debtors in a cost-effective, efficient, and timely
manner.  Piper will continue to assist the Debtors as their
investment banker and agent in connection with the
implementation of its financial restructuring and confirmation
of the Plan.  Specifically, Piper will:

     (a) review financial and other data provided by the
         Debtors;

     (b) develop valuation, debt capacity and recovery analyses
         in connection with developing and negotiating a
         potential restructuring;

     (c) evaluate alternative capital structures and
         restructuring plans for the Debtors, as appropriate;

     (d) develop a negotiating strategy and assist in
         negotiations with the Debtors' creditors and other
         interested parties with respect to a potential
         restructuring;

     (e) make presentations to the Debtors' Board of Directors,
         creditor groups or other interested parties, as
         appropriate;

     (f) assist the Debtors and their post-emergence
         shareholders with their tax reporting requirements by
         providing a determination of the fair market value of
         the securities of the Company as of the Effective Date
         of the chapter 11 bankruptcy

     (g) any such other financial advisory services which may be
         customarily rendered in connection with the
         restructuring; and

     (h) provide expert witness testimony, if required.

In exchange of its services, Piper shall receive a success fee,
upon completion of a Restructuring, equal to $1,325,000.

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


RAILAMERICA INC: Initiates Cost-Reduction Efforts & Promotions
--------------------------------------------------------------
RailAmerica, Inc., (NYSE: RRA) the world's largest short line
and regional railroad operator, has implemented a reduction of
its workforce, certain cost savings initiatives and staff
promotions.  These actions are part of an ongoing comprehensive
plan to reduce costs and increase future profitability in light
of the prevailing soft domestic economy and reduced operating
results in Australia due to the previously announced severe
drought and weak grain harvest.

When completed by year-end 2002, the workforce reduction, which
includes a number of personnel at both the corporate and
operating levels in the United States and Australia, will total
approximately 145 positions.  RailAmerica had a total of
approximately 2,800 employees worldwide prior to this reduction.

As a result of the workforce reduction, the Company will take an
after-tax charge of approximately $2 million in the fourth
quarter of 2002.  In addition, the Company has identified
further operating and administrative expense savings and is in
the process of implementing those by year-end.  In 2003, the
workforce and expense reductions are expected to result in pre-
tax savings of over $10 million.

Gary O. Marino, Chairman, President & CEO of RailAmerica, said,
"As previously disclosed, our Australian railroad, Freight
Australia, has done a tremendous job bolstering revenues with
new transportation contracts which will partially offset reduced
grain revenues caused by the current 100-year drought.  Despite
the weaker economy, our North American rail operations have
continued to provide strong carload and revenue growth this
year.  With our May 2002 financing we have lowered our interest
expense by approximately $8 million per year.  These measures
have helped produce solid earnings for RailAmerica this year.
However, we felt that in order to ensure that we were as
streamlined and efficient as possible, we had to do a top-to-
bottom operational and headcount review, which included some
difficult decisions with respect to personnel."

At the corporate level, the Company announced the promotion of
Michael J. Howe, formerly Vice President & Treasurer, to Senior
Vice President & Chief Financial Officer, replacing Bennett
Marks, who has left the Company. Larry Bush, formerly Vice
President - Financial Planning, was promoted to Vice President &
Treasurer.  Wayne A. August, formerly Assistant Vice President -
Administration, was promoted to Vice President - Administration
& Investor Relations.  Peter F. Turrell, formerly Vice President
International Operations, was promoted to Senior Vice President
- International Rail Group, and Scott G. Williams, formerly Vice
President & General Counsel - Real Estate, was promoted to
Senior Vice President & General Counsel.

Mr. Howe, 55, joined RailAmerica in 2000 with over 30 years of
experience in finance, operations and systems management,
including eighteen years in the transportation industry.  He has
served in senior executive positions of public and private
companies and is particularly experienced in strategic planning
and international finance.  Immediately prior to joining
RailAmerica, Mr. Howe was Vice President & Chief Financial
Officer at SurfAir, Inc., an international transportation
services company.  He also spent seven years with CSX
Corporation in various senior management positions, including
Chief Financial Officer at CSX Logistics Information Services
and Senior Director at CSX Commercial Services.  Mr. Howe, a
CPA, received both his B.B.A. and M.B.A. in Accounting from the
University of North Florida.

Mr. Bush, 39, has been with the Company over 8 years and has
served in various financial capacities, including Vice President
& Controller.  Prior to RailAmerica, he was with the accounting
firm of Coopers & Lybrand.  Mr. Bush, a C.P.A., earned his
B.B.A. from Siena College.

Mr. August, 39, joined RailAmerica in 1997 from CSX Corporation.
He has over 10 years of experience in investor relations,
corporate communications and financial planning.  Mr. August
holds a B.S. in Engineering from the University of Florida and
an M.B.A. from Duke University's Fuqua School of Business.

Mr. Turrell, 59, joined RailAmerica in 1999 and has been
responsible for overseeing operations of the Company's
international operations in Chile and Australia.  His railroad
career began in 1969 with the Illinois Central Railroad, and he
has worked in the operating departments of MidSouth Corporation
(now Kansas City Southern Railway), Amtrak and Nuevo Central
Argentino railroads.  Mr. Turrell received his B.A. from
Lafayette College.

Mr. Williams, 48, joined RailAmerica in early 2002 after 21
years with the Florida-based law firm of Shutts & Bowen, where
as a partner he specialized in real estate, corporate and
finance areas, including railroad acquisitions and financings.
He is a member of the Florida Bar and received his B.A. from
Yale University and J.D. from Vanderbilt University School of
Law.

"It is always difficult to make personnel reductions, but we
have a deep management team and we believe it was time to
promote those who have demonstrated great ability," said Donald
D. Redfearn, Executive Vice President & Chief Administrative
Officer.  "Mike has been with our organization for 3 years and
has been instrumental in designing and implementing our
financial and strategic plan.  He is well known in the financial
community and his appointment as CFO is well deserved.  Larry
has been a key member of our financial team for several years
and will do a great job in carrying out the responsibilities
formerly performed by Mike.  Wayne has been with us for
nearly 6 years and moves back to investor relations, where he
has developed an excellent relationship with the financial and
Wall Street community.  Peter has more than 33 years of railroad
operating experience and spent extensive time at both our
Chilean and Australian railroads.  Scott has key railroad-
related legal experience and was instrumental in RailAmerica's
first acquisition in 1986."

Marino added, "Over the past 16 years we have shown our ability
to deliver on our growth strategy by building a strong,
diversified short line and regional railroad company that is now
the largest in the world.  Our first duty is to our
shareholders.  Therefore, a successful organization needs to be
able to adapt to changes in circumstance, and these measures
allow us to better implement our growth initiatives.  As a
result of these actions, we believe RailAmerica becomes an even
stronger, tougher, leaner and more profitable Company."

RailAmerica, Inc. -- http://www.railamerica.com-- the world's
largest short line and regional railroad operator, owns 49
railroads operating approximately 12,800 route miles in the
United States, Canada, Australia and Chile.  In North America,
the Company's railroads operate in 27 states and six Canadian
provinces.  Internationally, the Company operates an additional
4,300 route miles under track access arrangements in Australia
and Argentina.  In July 2001, the Company was named to the
Russell 2000(R) Index.

                           *    *    *

As reported in Troubled Company Reporter's April 25, 2002
edition, Standard & Poor's raised its long-term corporate credit
rating on RailAmerica Inc., citing the rail operator's improved
financial flexibility. The senior secured debt rating was raised
to 'BB' from 'BB-', and the subordinated debt rating was raised
to 'B' from 'B-'. Standard & Poor's also assigned its 'BB'
rating to $475 million in senior secured credit facilities
issued by RailAmerica Transportation Corp. and guaranteed by
RailAmerica Inc. Local and Foreign Currency Ratings are assigned
at 'BB-' and 'BB+' respectively. Ratings outlook is stable.

The rating actions reflected the company's successful expansion
of operations and improved financial profile. Nevertheless, debt
leverage remains elevated, in the 70% debt to capital area, and
management's active acquisition strategy carries potential for
additional debt financing.


SAFETY-KLEEN CORP: Plan's Classification & Treatment of Claims
--------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates outline the
classification and treatment of claims under their proposed
Chapter 11 Reorganization Plan.

Class   Description         Plan Treatment
-----   -----------         --------------
        Administrative      On, or as soon as reasonably
        Claims              practicable after the latest of:

        Estimated Allowed   -- the date the Administrative Claim
        Amount:                becomes Allowed;
        $68,500,000
                            -- the Initial Distribution Date; or

                            -- the date the Claim becomes
                               payable under any separate
                               agreement between the Debtor and
                               the Claimant,

                            the holder will receive, in full
                            satisfaction on the Claim:

                            (a) cash equal to any unpaid portion
                                of the Claim; or

                            (b) other treatment as may be agreed
                                between the Debtor and the
                                Claimant.

                            Administrative Claims of the BSSD
                            Debtors will be paid in the
                            ordinary course of those Debtors'
                            businesses.

        Canadian Lender     Canadian Lender Administrative
        Administrative      Claims are debts owed to banks
        Claim               that are parties to the Prepetition
                            Credit Agreement (Toronto-Dominion).
        Estimated Allowed   This debt was assumed by Safety-
        Amount:             Kleen Services, Inc. under the
        $79,400,000         Order approving the sale of the
                            Chemical Services Division to
                            Clean Harbors.

                            The Canadian Lender Claims are,
                            by order, Allowed Administrative
                            Claims against SK Services for
                            $79,400,000 plus interest, less
                            any amounts for outstanding letters
                            of credit that are replaced or
                            backstopped under the Exit Facility.

                            On the Initial Distribution Date,
                            the Creditor will receive, in full
                            satisfaction, the Creditor's pro
                            rata share of:

                            (a) New Common Stock having a value
                                equal to 72% of the full face
                                amount of the Allowed Claim; and

                            (b) New Subordinated Notes in an
                                amount equal to 28% of the full
                                face amount of the Allowed
                                Claim.

        DIP Facility        Each holder will receive, on the
        Claims              later of the Effective Date or the
                            date on which the DIP Facility
        Estimated Allowed   becomes payable by agreement, in
        Amount:             full satisfaction:
        $50,000,000
                            (a) Cash equal to the full amount
                                of the Allowed DIP Claim, or

                            (b) other payment as may be agreed
                                between the parties.

        Priority Tax        At the sole option of the applicable
        Claims              Reorganized Debtor, the Creditor
                            will receive in full payment:
        Estimated Allowed
        Amount:             (a) equal cash payments made on
        $10,500,000             the last business day of every
                                3-month period following the
                                Initial Distribution Date over
                                a period not exceeding 6 years
                                after the Assessment of the tax,
                                totaling the principal amount
                                plus simple interest calculated
                                at the interest rate available
                                on 90-day US Treasuries;

                            (b) full payment in cash; or

                            (c) other treatment as agreed by
                                the parties.

                            The Debtors reserve the right to pay
                            any Allowed Priority Tax Claim in
                            full at any time after the Initial
                            Distribution Date without premium or
                            penalty.

                            No payments will be made on any pre-
                            Effective Date interest or penalty
                            arising after the Petition Date on
                            any Priority Tax Claim.

        DHEC                This claim relates to the Pinewood
        Administrative      Facility in Sumter County, South
        Claim               Carolina.

        Estimated Allowed   Paid under the terms of the DHEC
        Amount:             Settlement as described in the Plan.
        $50,000,000         Payment in full of the Allowed DHEC
                            Administrative Claim.

  1     Non-Tax Claims      As soon as reasonably practical
        Entitled To         after the latest of:
        Priority
                            -- the date the Other Priority Claim
        Estimated Allowed      becomes Allowed;
        Amount:
        $3,400,000          -- the Initial Distribution Date; or

                            -- the date the Claim becomes
                               payable under any separate
                               agreement between the Debtor and
                               the Claimant,

                            the holder will receive, in full
                            satisfaction on the Claim:

                            (a) cash equal to any unpaid portion
                                of the Claim; or

                            (b) other treatment as may be agreed
                                between the Debtor and the
                                Claimant.

                            This class of Other Priority Claims
                            is unimpaired and will recover 100%
                            of the Claims in it.  As such, the
                            holders of these claims are not
                            entitled to vote on the Plan.

  2     Miscellaneous       Each Miscellaneous Secured Claim is
        Secured Claims      place in its own sub-Class.  Each
                            sub-Class is deemed to be a
        Estimated Allowed   separate class for all purposes,
        Amount:             including voting.
        $10,200,000
                            Each holder of an Allowed Class 2
                            Miscellaneous Secured Claim will,
                            at the option of the Debtors or the
                            Applicable Reorganized Debtor,
                            receive payment under option A, B,
                            C or D:

                            Option A:

                            As soon as reasonably practical
                            after the latest of:

                            -- the date the Miscellaneous
                               Secured Claim becomes Allowed;

                            -- the Initial Distribution Date; or

                            -- the date the Claim becomes
                               payable under any separate
                               agreement between the Debtor and
                               the Claimant,

                            the holder will receive full
                            satisfaction on the Claim from the
                            Reorganized Debtors.

                            Option B:

                            These Claims will be reinstated and
                            paid according to their original
                            terms; however, the Debtors warn
                            that any failure to object to any of
                            these Claims under this Option will
                            be without prejudice to the Debtors'
                            or the Reorganized Debtors' right to
                            oppose or otherwise defend against
                            the Claim in the appropriate forum
                            when the holder attempts to enforce
                            the Claim.

                            Option C:

                            When the Debtors elect this Option,
                            they will surrender the Collateral
                            securing the Claim to the Claimant
                            in full satisfaction of the related
                            obligation.

                            Option D:

                            Claims subject to the Debtors'
                            election under this option will be
                            paid according to whatever terms
                            and conditions are agreed upon by
                            the parties to the Claim and the
                            Debtors or Reorganized Debtors.

                            All Miscellaneous Secured Claims are
                            unimpaired by the Plan.

  3     Secured US Lender   Claims in this Class consist of:
        Claims

        Estimated Allowed   (a) the portion of US Lender Claims
        Amount:                 arising under the Prepetition
        $480,000,000 to         Credit Agreement, including
        $660,000,000            claims for reimbursement under
                                letters of credit that remain
                                outstanding as of the Effective
                                Date; and

                            (b) the Secured Claims of the Swap
                                Parties arising as a result of:

                                -- the ISDA Master Agreement of
                                   1999 between Services and
                                   Citibank NA, and

                                -- the ISDA Master Agreement
                                   between Services and Toronto
                                   Dominion (Texas), Inc.

                            Class 3 contains three sub-Classes
                            of Secured US Lender Claims against
                            each Debtor.  Each sub-Class is a
                            separate class for voting purposes.

                            On the Effective Date, each holder
                            will be entitled to receive, on or
                            reasonably after the Initial
                            Distribution Date, the holder's Pro
                            Rata share of:

                            (a) the New Common Stock after
                                deduction for the New Common
                                Stock distributed to the holders
                                of the Canadian Lender
                                Administrative Claim; and

                            (b) the New Subordinated Notes after
                                deduction for the New
                                Subordinated Notes distributed
                                to the Canadian Lender
                                Administrative Claim.

                            These Claimants are impaired and may
                            vote on the Plan.

  4     SKC General         This Class includes:
        Unsecured Claims
                            (a) the Aragonite IRB Claims;
        Estimated Allowed
        Amount:             (b) the California Pollution
        $1,200,000,000 to       Control Financing Authority IRB
        $1,400,000,000          Claims; and

                            (c) the deficiency claims of the US
                                Lenders against SKC; but
                                excludes:

                                (x) the Class 5.9-1/4% Senior
                                    Notes Claims against SKC;
                                    and

                                (y) the guaranty claims of the
                                    holders of the Class
                                    6.9-1/4% Senior Subordinated
                                    Note Claims.

                            As soon as reasonably practical,
                            after the latest of:

                            -- the date the Other Priority Claim
                               becomes allowed;

                            -- the Initial Distribution Date; or

                           -- the date the Claim becomes payable
                               under any separate agreement
                               between the Debtor and the
                               Claimant,

                            the holder will receive,
                            in full payment of the Claim, the
                            holders' pro rata share of:

                            (x) the beneficial interests in
                                the Safety-Kleen Creditor
                                Trust -- together with all
                                holders of Allowed Claims in
                                Classes 5 through 7, and

                            (y) the net proceeds of any
                                recoveries on the PwC
                                Litigation Claim -- together
                                with all holders of Allowed
                                Claims in Classes 5 and 6.

                            Claims in this Class are impaired
                            and can vote.

  5     9-1/4% Senior Note  The same as Class 4.
        Claims

        Estimated Allowed
        Amount:
        $236,800,000

  6     9-1/4% Senior       The same as Class 4.
        Subordinated Notes

        Estimated Allowed
        Amount:
        $340,800,000

  7     General Unsecured   This Class has separate sub-Classes
        Claims              for all General Unsecured Claims
                            against each Debtor other than SKC.
        Estimated Allowed
        Amount:             The same as Class 4 -- but no
        $223,000,000        sharing in recovery on PwC
                            Litigation recovery.

  8     Subordinated        These are subordinated claims that
        Claims              arise from rescission of, or for
                            Damages, indemnification,
        Estimated Allowed   reimbursement or contribution with
        Amount:             respect to a purchase or sale of
        Undetermined        Old Common Stock or other debt or
                            equity securities of SKC or its
                            affiliates.

                            No distribution.  Class deemed to
                            have rejected the Plan.

  9     Equity Interests    Holders of Old Common Stock,
                            including options, warrants, or
                            other rights to acquire stock

                            Old Common Stock cancelled and
                            extinguished.  No distribution.
                            Class deemed to reject the Plan.

All inter-company claims will, on the sole discretion of the
applicable Debtor or Reorganized Debtor:

    (a) be preserved and reinstated,

    (b) be released or waived, or

    (c) be contributed to the capital of the obligor
        corporation.

The Plan Disbursing Agent will establish a Lender Claims Reserve
by withholding the New Subordinated Notes and the New Common
Stock to be distributed to the holders of Secured Claims for
reimbursement obligations related to the letters of credit under
the Prepetition Credit Agreement not otherwise replaced or
backstopped through letters of credit issued under the Exit
Facility. (Safety-Kleen Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAMSONITE CORP: Third Quarter 2002 Results Show Improvement
-----------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported
revenues of $201.9 million, operating income of $21.8 million
and net loss to common stockholders of $3.3 million for the
quarter ended October 31, 2002.  These results compare to
revenues of $190.9 million, operating income of $11.0 million
and net loss to common stockholders of $15.3 million for the
third quarter of the prior year. Operating earnings for the
current quarter include $0.2 million of expenses associated with
the Company's restructuring activities compared to $1.7 million
of restructuring related expenses in the same quarter for the
prior year.  Preferred stock dividends of $10.9 million for the
current quarter and $9.5 million for the prior year are
reflected in the net loss to common stockholders.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted to
exclude restructuring provisions and expenses and to include
realized hedge gains and losses) was $25.6 million for the
quarter, which compares to $19.4 million in the third quarter of
the prior year.

Revenues for the nine months ended October 31, 2002, were $549.5
million, a decrease of $33.3 million from revenues of $582.8
million during the same nine-month period in the prior year.
Operating earnings for the first nine months of the year
increased 27% to $44.6 million from $35.2 million during the
prior year.  Operating earnings for the current year include
$5.8 million restructuring related expenses compared to $8.4
million restructuring related provisions and expenses in the
prior year.  Net loss to common stockholders for the first nine
months of the year was $37.2 million versus a net loss of $36.3
million during the prior year. Adjusted EBITDA for the first
nine months of the current year was $62.1 million versus $63.7
million for the same period in the prior year.

Chief Executive Officer, Luc Van Nevel, stated:  "The year-over-
year improvement in sales and operating earnings during the
quarter is attributed to the successful introduction of several
new products in the Company's casual bag and business case
lines, the addition of new sales in the Company's OEM
distribution channel and the success of recent operational
restructuring initiatives in lowering the Company's operating
costs.  However, year-to-date sales continue to lag prior year
levels as a result of the continuing negative effects of weak
economic conditions in Europe and the United States.  The
frequency and volume of leisure and business travel is
improving, although worldwide travel has not yet fully recovered
to levels prior to September 2001."

Chief Financial Officer, Richard Wiley, commented:  "The
Company's business in the United States has improved
substantially since the fourth quarter of fiscal 2002.  Third
quarter combined wholesale and retail division sales in the
United States were $86.2 million and increased 54% and 14%
versus the fourth quarter and third quarter, respectively, of
fiscal 2002.  Operating earnings for these two divisions in the
United States improved to $7.7 million or 8.9% of sales, which
compares to a loss of $1.5 million in the third quarter of the
prior year, reflecting the benefits of lower fixed operating
expenses as the result of the Company's restructuring
initiatives.

"Recovery in our European sales has lagged the Company's
expectations. Sales of 81.9 million euros during the quarter
represent a decline of 8.4% from the prior year third quarter
but an increase of 11.8% from the fourth quarter of fiscal 2002.
Despite softer than expected sales, European operating income as
a percentage of sales remains a strong 10.7% because of lower
fixed operating costs as a result of the Company's restructuring
initiatives and cost containment efforts.

"Our Asian operations continue to exceed our growth and
profitability expectations.  Net sales for the quarter in Asia
grew 6.5% to $18.0 million in aggregate compared to $16.9
million in sales in the prior year.  Similarly, operating
earnings grew 13% to $3.4 million for the quarter compared to
$3.0 million in the prior year."

Samsonite Corporation will hold a conference call with
securities analysts to discuss its third quarter fiscal year
2003 earnings results for the quarter ended October 31, 2002, at
11:00 a.m. Eastern Standard Time today, December 5, 2002.
Investors and interested members of the public are invited to
listen to the discussion.  The dial-in phone number is (800)
779-9076 in the U.S. and (712) 271-3441 for international calls
and the pass code is Samsonite.  The leader of the call is Luc
Van Nevel.  If you cannot attend this call, it will be played
back immediately following completion through December 20, 2002.
The playback number is (800) 294-6360 and (402) 220-9790 for
international calls.

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under
brands such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R),
HEDGREN(R) and SAMSONITE(R) black label.  For more information
about Samsonite, please visit its Web site at
http://www.samsonite.com

                         *    *    *

As reported in Troubled Company Reporter's October 10, 2002
edition, Standard & Poor's lowered its corporate credit and
senior secured debt ratings on luggage manufacturer Samsonite
Corp., to single-'B'-minus from single-'B'; its subordinated
debt rating to triple-'C' from triple-'C'-plus; and its
preferred stock rating to triple-'C'-minus from triple-'C.'

The ratings were also placed on CreditWatch with negative
implications.

Samsonite had about $430 million of debt and almost $300 million
of preferred stock outstanding at July 31, 2002.


SATCON TECHNOLOGY: Fails to Satisfy Covenant Under Credit Pact
--------------------------------------------------------------
SatCon Technology Corporation(R) (Nasdaq NM: SATC), a leader in
critical power systems, has not satisfied a covenant in its loan
agreement with Silicon Valley Bank, requiring that SatCon raise
a minimum of $4.0 million of new equity or subordinated debt by
December 1, 2002. SatCon is in discussions with Silicon Valley
Bank to seek to amend the agreement to extend the time period in
which to raise the additional investment. Currently, SatCon is
in discussions with potential investors regarding raising
additional capital.

SatCon Technology Corporation manufactures and sells critical
power products. SatCon has three business units: SatCon Power
Systems manufactures and sells power systems for distributed
power generation, power quality and factory automation,
including inverter electronics from 5 kilowatts to 5 megawatts.
SatCon Electronics manufactures and sells power chip components;
power switches; RF devices; amplifiers; telecommunications
electronics; and hybrid microcircuits for industrial, medical,
military and aerospace applications. SatCon Applied Technology
develops advanced technology in digital power electronics, high-
efficiency machines and control systems for a variety of defense
applications with the strategy of transitioning those
technologies into multiyear production programs. For further
information, please visit the SatCon Web site at
http://www.satcon.com


SEITEL INC: Noteholders Extend Standstill Agreement Until June 2
----------------------------------------------------------------
Seitel, Inc., (NYSE: SEI; Toronto: OSL) has reached an agreement
with its Noteholders to extend the previously announced
standstill agreement. Under the terms of the extension, the
Senior Noteholders have agreed to forebear from exercising any
rights and remedies they have against the Company related to the
previously reported events of default under the Senior Note
Agreements until June 2, 2003.  In addition, the extended
standstill agreement provides for the deferral, until June 2,
2003, of the $10 million principal payment previously scheduled
to be due to certain of the Noteholders on December 30, 2002.
Interest on the Notes continues to be payable on a monthly
basis.

As with the previous agreement, the amended standstill agreement
will terminate prior to June 2, 2003, in the event of, among
other things, a default by the Company under the standstill
agreement or any subsequent default under the existing Senior
Note Agreements; a default in the payment of any non- excluded
debt of $5,000,000 or more; the termination or expiration of the
Company's existing term or revolving credit lines with the Royal
Bank of Canada (the Company is currently in discussions with the
Royal Bank of Canada and the Noteholders regarding the terms for
the proposed extension of these facilities); or after five
business days written notice from Noteholders owning a majority
in interest of the outstanding principal amount of the Notes.
The standstill agreement will also terminate in the event the
Company does not present to the Noteholders a proposal for
restructuring the Notes by December 11, 2002; an agreement in
principle for the restructuring is not reached by January 24,
2003; or the documents necessary for the restructuring are not
substantially completed by February 28, 2003.

Fred Zeidman, Chairman of Seitel, stated, "We are encouraged by
the ongoing discussions with the Noteholders with respect to a
long-term modification of the Senior Note Agreements.  The
negotiations continue to be amicable and constructive.  We
appreciate the additional time provided by this extension of the
standstill agreement as we seek to reach agreement with the
Noteholders on outstanding matters."

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its
library and creating new seismic surveys under multi-client
projects.


SKYLINE MULTIMEDIA: Sept. 30 Working Capital Deficit Tops $11MM
---------------------------------------------------------------
Skyline Multimedia Entertainment, Inc., is a holding company
incorporated under the laws of the State of New York on
November 2, 1993, which owns all of the outstanding stock of its
operating subsidiaries, New York Skyline, Inc., and Skyline
Virtual Reality, Inc.  SVR ceased operations in January 2001.
The Company has  been engaged in the development and operation
of state-of-the-art simulator attractions and high technology
and family entertainment at established tourist sites in New
York City.

Revenues generated during the three months ended September 30,
2002, aggregated $2,369,000, as compared to $2,583,000 for the
three months ended September 30, 2001. The decrease in revenues
resulted from less sales of combination tickets (combination
tickets provide access to both the Empire State Building
Observatory as well as New York Skyride) during the three months
ended September 30, 2002 versus the three months ended September
30, 2001, which are sold at a higher price than the New York
Skyride attraction alone.

Operating Expenses incurred for the three months ended September
30, 2002, aggregated $1,630,000, as compared to $1,809,000 for
the three months ended September 30, 2001. The decrease for the
three months ended September 30, 2002, was primarily due to
reduced sales of combination tickets by New York Skyride,
which resulted in a decrease in the number of tickets purchased
by the Company from the Empire State Building Observatory.

The basic and diluted net income and earnings per share
available to common shareholders was $172,000 and $.08 for the
three months ended September 30, 2002 as compared to $504,000
and $.22 for the three months ended September 30, 2001. The
decrease from the previous period was primarily a result of an
increase in the interest rates from 14% to 21% in connection
with the Senior Credit Agreement.

For the three months ended September 30, 2002, income from
operations (before interest, taxes, depreciation and
amortization - EBITDA) was approximately $873,000, as compared
to an income from operations (before interest, taxes,
depreciation and amortization - EBITDA) of approximately
$957,000 for the three months ended September 30, 2001.

The Company's working capital deficiency at September 30, 2002,
was approximately $10,762,000 compared to a working capital
deficiency of approximately $9,421,000 at September 30, 2001.
While the Company has generated cash from operations, such
amount has been offset by an increase in accrued interest on
debt.

Skyline Multimedia has historically sustained its operations
from the sale of debt and equity securities, through
institutional debt financing and through agreements or
arrangements for financing with certain key suppliers.  The
Company is in default on the Senior Notes, which became due on
December 20, 2001. As a result, effective December 20, 2001, the
interest rate on the principal and unpaid interest was increased
to 21%.

In the event that the Company is unable to sustain positive cash
flow, the Company will need additional capital. However, the
Company has no assurance that additional capital will be
available on acceptable terms, if at all. In such an event, this
would have a materially adverse effect on the Company's
business, operating results and financial condition.


SPECTRASITE: Turns to Lazard Freres for Financial Advice
--------------------------------------------------------
SpectraSite Holdings, Inc., wants to employ Lazard Freres & Co.,
LLC, as its Financial Advisor in its chapter 11 case.

The Debtor tells the U.S. Bankruptcy Court for the Eastern
District of North Carolina that the size of its operation and
the complexity of its attendant financial difficulties require
it to employ experienced advisors to render financial advisory
and other related services in connection with its chapter 11
case.

The Debtor retained Lazard Freres as financial advisor before
the Petition Date.  The Debtor wants Lazard Freres to continue
to:

  a) review and analyze the Debtor's business, operations and
     financial projections;

  b) evaluate the Debtor's potential debt capacity in light of
     its projected cash flows;

  c) assist in the determination of a capital structure for the
     Debtor;

  d) assist in the determination of a range of values for the
     Debtor in a going concern and liquidation basis;

  e) advise the Debtor on tactics and strategies for negotiating
     with its various groups of Creditors;

  f) render financial advice to the Debtor and participate in
     meetings or negotiations with the Creditors in connection
     with any Restructuring Transaction;

  g) advise the Debtor on the timing, nature, and terms of any
     new securities, other consideration or other inducements to
     be offered to its Creditors in connection with any
     Restructuring Transaction;

  h) assist the Debtor in preparing documentation within Lazard
     Freres' area of expertise required in connection with the
     implementation of any Restructuring Transaction;

  i) provide financial advice and assistance to the Debtor in
     developing and obtaining confirmation of a plan of
     reorganization, and as modified;

  j) assess the possibilities of bringing in new lenders or
     investors to replace, repay or settle with any of the
     Creditors;

  k) advise the Debtor with respect to the structure of and
     negotiations relating to any Business Combination
     incorporating all or substantially all of the assets of the
     Debtor or the majority of the equity involving the Debtor's
     network services business;

  l) advise and attend meetings of the Debtor's Board of
     Directors and its committees;

  m) provide testimony, as necessary, in any proceeding in any
     judicial forum; and

  n) provide other restructuring advisory services, as
     necessary.

Lazard Freres will charge the Debtor a $350,000 monthly advisory
fee and expect reimbursement of out-of-pocket expenses.

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, Esq., 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.


STANDARD COMM'L: S&P Ups Corp. Credit & Sr. Sec. Ratings to BB+
---------------------------------------------------------------
Standard & Poor's raised its corporate credit and senior secured
ratings on Standard Commercial Corp. and its wholly owned
subsidiary, Standard Commercial Tobacco Co., Inc (guaranteed by
Standard Commercial Corp.), to 'BB+' from 'BB'. At the same
time, the subordinated debt rating on Standard Commercial Corp.,
was raised to 'BB-' from 'B+'.

Total rated debt is about $110 million at Dec. 3, 2002.

The outlook is stable.

"The upgrade reflects improved operating performance and the
related improvement in profitability and cash flow measures. In
addition, Standard Commercial continues to reduce debt," said
Standard & Poor's credit analyst Jayne M. Ross. However, further
upgrade potential could be somewhat difficult given the current
market conditions for cigarette manufacturers, both in the U.S.
and abroad, and the related impact on the leaf tobacco dealers'
operations.

The ratings on Standard Commercial reflect the company's
position as one of the leading independent leaf tobacco dealers
and one of the larger players in the fragmented wool commodity
segment, offset by its leveraged financial profile.

Following several years of disappointing results stemming from
operating difficulties and a very weak pricing environment for
both leaf tobacco and wool, Standard Commercial took steps to
improve its operations. These actions included implementing
better inventory management, as well as plant rationalization
and cost-reduction programs. Overall, this has strengthened the
company's financial position and increased financial
flexibility. Standard Commercial's operational and financial
strategies have resulted in improved performance despite
conservative buying patterns of cigarette manufacturers as the
industry consolidates and faces ongoing litigation, fierce
global competition, and political unrest in leaf tobacco
producing countries. Worldwide leaf tobacco supply and demand is
in better balance, which should result in somewhat improved leaf
tobacco pricing in the near term. There is some customer
concentration risk with the top five customers accounting for
49% of total sales and 59% of tobacco sales.


TITANIUM METALS: Sets Special Shareholders' Meeting for Feb. 4
--------------------------------------------------------------
Titanium Metals Corporation (NYSE:TIE) announced the Company's
Board of Directors has set the close of business on December 6,
2002 as the record date for a special meeting of stockholders of
the Company to consider the previously announced reverse stock
split proposal approved by the Company's Board.

Only the holders of TIMET's common stock, at the close of
business on the record date, will be entitled to notice of, and
to vote at, the special meeting.  The stockholders' meeting is
currently scheduled for 9:45 a.m. (Central Time) on Tuesday,
February 4, 2003 at the offices of Valhi, Inc., located at Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas.

TIMET, headquartered in Denver, Colorado, is a leading worldwide
producer of titanium metal products.  Information on TIMET is
available on the World Wide Web at http://www.timet.com/

                         *    *    *

As reported in Troubled Company Reporter's October 31, 2002
edition, Standard & Poor's lowered its preferred stock
rating on Titanium Metals Corp., to single-'C' from triple-'C'-
minus following the company's announcement that it plans to
defer future dividend payments on its preferred stock.

Standard & Poor's said that it has affirmed its single-'B'-minus
corporate credit rating on the company. The outlook remains
negative.


TOKHEIM CORP: Wants to Pay Prepetition Critical Vendor Claims
-------------------------------------------------------------
Tokheim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
pay the prepetition claims of critical vendors in the ordinary
course of their businesses in an aggregate amount of up to
$2,000,000.

In return for payment of the Critical Vendors' claims in the
ordinary course of their business during these cases, the
Debtors will require that the Critical Vendors provide a
concomitant economic benefit by agreeing to continue to extend
normalized trade credit.

The Debtors identified 6 categories of Critical Vendors:

(1) The Sole Source Vendors are the Debtors only qualified
     provider of a critical product.  At times, the Debtors have
     special arrangements with the Vendors which is extremely
     favorable to the Debtors.  Additionally, the Sole Source
     Vendors manufacture parts to the Debtors' specifications
     based on proprietary designs.

     If the Debtors Sole Source Vendors refuse to continue doing
     business with them, the Debtors' manufacturing operations
     could be crippled while the Debtors consume time to locate
     substitute vendors.

(2) The Critical Carriers provide transportation services to
     the Debtors.  The Debtors relate that their operation is
     conducted internationally, requiring shippers to provide
     sophisticated domestic and global logistics to coordinate
     the unique packaging and shipping requirements of
     transporting dispensers and electronics.

     It is imperative that the Debtors do not damage their
     relationship with their Critical Carriers.  The Debtors
     anticipate that the threat to their supply chain will
     severely compromise the Debtors' sales process.

(3) Customer Directed Vendors manufacture, assemble and deliver
     a product based on the customer's stated specification and
     requirements.  In the Debtors' pump and dispenser
     businesses, several customers have designated the Vendors
     from whom the Debtors must purchase Critical Products
     because of such Vendor's ability to meet specifications,
     proprietary design, custom tooling and quality standards.

(4) Critical Suppliers manufacture goods that require specific
     tooling for the Debtors' manufacturing operations.
     Changing suppliers, the Debtors assert, would create a
     palpable burden to the Debtors and would require them to
     incur considerable re-tooling expenses to qualified
     alternative vendors.

(5) Unique Parts Vendors provide items which are limited in
     distribution.  The Debtors relate that they have worked
     with these Vendors over many years to secure production of
     the unique parts and cannot subject their operations to
     quality control and supply risks by changing vendors at
     this critical juncture.

(6) Operational Services Vendors provide critical operational
     services to the Debtors which facilitate Debtors'
     management of their operations.  Without the Operational
     Services Vendors, the Debtors would not be able to manage
     their day-to-day operations.

The Debtors assert that payment of the Critical Vendor claims is
essential because without the necessary products and services
being supplied consistent with the current credit terms, the
Debtors' operations will be put in jeopardy.

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


TRENWICK GROUP: Fitch Further Junks long-Term & Sr. Debt Ratings
----------------------------------------------------------------
Fitch Ratings has lowered its long-term and senior debt ratings
on Trenwick Group, Ltd., and its subsidiaries, to 'CC' from
'CCC'. In addition, Fitch has lowered its ratings on Trenwick's
preferred capital securities to 'C' from 'CC' and its preferred
stock to 'C' from 'CC'. The ratings remain on Rating Watch
Evolving.

Fitch's rating action follows Trenwick's November 29, 2002
announcement that it was suspending dividends or distributions
on its preferred stock and trust preferred capital securities.
This included a preferred dividend payable on December 2, 2002
to holders of record on October 31, 2002.

Trenwick had agreed to refrain from making such payments or
distributions under a forbearance agreement it entered into with
its letter of credit providers on November 13, 2002.

                       Rating Action

Trenwick Group, Ltd.

      -- Long-term Downgrade 'CC'/Evolving.

Trenwick America Corp.

      -- Long-term Downgrade 'CC'/Evolving;

      -- Senior debt Downgrade 'CC'/Evolving.

LaSalle Re Holdings, Ltd.

      -- Long-term Downgrade 'CC'/Evolving;

      -- Preferred stock Downgrade 'C'/Evolving.

Trenwick Capital Trust I

      -- Preferred capital sec Downgrade 'C'/Evolving.


TYCO: Names Gardner Courson Deputy General Counsel, Litigation
--------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI)
announced that Gardner G. Courson has been appointed VP, Deputy
General Counsel, Litigation.  Mr. Courson will be responsible
for corporate legal issues regarding litigation.  He will report
to Tyco General Counsel William B. Lytton.

Mr. Courson has practiced as a trial lawyer for 28 years, and is
admitted to six of the United States Courts of Appeals and the
U.S. Supreme Court.  He is the former managing partner of the
Atlanta office of McGuireWoods and was a member of the Firm's
Board of Partners before leaving the firm to join Tyco. Mr.
Courson has successfully handled hundreds of lawsuits across the
U.S., focusing on complex employment, labor relations and
related business tort issues.  He has acted as employers' legal
advisor in numerous individual and class actions and is widely
viewed as an authority on litigation management, alternative
fees and the use of legal technology.

Mr. Lytton said, "We're building a strong, professional legal
team at Tyco.  Gardner Courson has extensive experience in the
courtroom dealing with and managing difficult and multifaceted
corporate litigation.  He will make a valuable contribution to
Tyco and we are very excited that he is joining the Company at
this important transition period."

Mr. Courson said, "Tyco is working hard to demonstrate clear
leadership for American business in all facets of the legal area
and I am enthusiastic about being a part of that effort.  This
is a Company with enormous potential and I look forward to
working with Ed Breen, Bill Lytton and the talented group of
people they are assembling to lead Tyco into its promising
future."

Mr. Courson graduated from the University of Virginia and earned
his law degree from Emory University School of Law in Atlanta,
Georgia.  He is a Fellow of The College of Labor and Employment
Lawyers; recipient of the General Counsel's Award for
Achievement in Diversity from the DuPont Legal Department and a
member of the Advisory Board of the University of Virginia's
McIntire School of Commerce.

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

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

Tyco International Group's 6.75% bonds due 2011 (TYC11USR1) are
trading at 88 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TYC11USR1for
real-time bond pricing.


UNITED AIRLINES: ATSB Nixes Proposal for Federal Loan Guarantee
---------------------------------------------------------------
The Air Transportation Stabilization Board said it cannot
approve the proposal submitted by United Air Lines, Inc., for a
$1.8 billion federal guarantee of a $2.0 billion loan.

The Board believes that the business plan submitted by the
company is not financially sound.  This plan does not support
the conclusion that there is a reasonable assurance of repayment
and would pose an unacceptably high risk to U.S. taxpayers.

The Board believes that United's business plan does not position
the company to meet the challenges of the current airline
industry environment and to achieve long-term financial
stability.  Specifically, the plan is based on unreasonably
optimistic revenue projections.  The Board believes that with a
more reasonable revenue forecast, United's  revenues and costs
still would not be aligned, even with the benefit of all
proposed cost reduction initiatives.  Thus, even with the
proceeds of the proposed guaranteed loan, United would face a
high probability of another liquidity crisis within the next few
years.

Two members of the Board also believe that the suggested
revisions that United proposed by e-mail and fax the evening of
December 3 are highly unlikely to change their assessment of
United's proposal.  Considering all of the foregoing factors,
Governor Gramlich and Under Secretary Fisher voted not to
approve this proposal.  Mr. Van Tine, General Counsel of the
Department of Transportation, voted to defer a decision on the
Application until December 9, 2002, to allow United to submit
additional financial information.

The Board conducted its review pursuant to the standards set out
by the Air Transportation Safety and System Stabilization Act
and by the implementing regulations promulgated by the Office of
Management and Budget.  The Board considered all relevant
information, including information obtained during numerous
meetings between United, Board staff, and agency representatives
beginning in April 2002, throughout the summer and fall.


UNITED AIRLINES: 10-Day Grace Period Expires Dec. 12
----------------------------------------------------
United Airlines (NYSE: UAL) announced that it will be relying on
the grace periods included in certain debt obligations due to be
repaid on December 2, including $375 million in enhanced
equipment trust certificates and the approximately $500 million
owed to Kreditanstalt fr Wiederaufbau, which was due on Dec. 2,
as a result of the failure to meet all of the conditions to a
further extension of the repayment obligation.  The EETC debt
carries a ten-calendar-day grace period, and the KfW debt
carries in part a seven-calendar-day grace period and in part a
ten-calendar-day grace period.

The company is also in the grace period on $45 million in
various debt obligations in addition to the EETC and KfW
obligations due today.

United believes that taking advantage of these grace periods is
a fiscally prudent step in light of its current financial
situation.  The company intends to rely on grace periods
included in future debt obligations until its financial
situation is clarified.  The company is seeking $2 billion in
financing, of which $1.8 billion would be guaranteed by the Air
Transportation Stabilization Board.

If the ATSB-backed loans are approved, the company plans to make
the requisite payments on these obligations.

Other information about United Airlines can be found at the
company's Web site at http://www.united.com


UNITED AIRLINES: S&P Keeps Watch on Ratings on Deferred Payments
----------------------------------------------------------------
UAL Corp. (CCC-/Watch Dev./--) unit United Air Lines Inc. (CCC-
/Watch Dev./--), as expected, did not pay aircraft-backed debt
that came due on December 2, taking advantage of grace periods
to defer the payments pending conclusion of its efforts to
secure a federal loan guarantee and avoid bankruptcy. Standard &
Poor's Ratings Services said its ratings for both entities,
which were lowered to current levels November 29, remain on
CreditWatch with developing implications.

"United is using the grace periods on several debt instruments
to buy time while its mechanics vote on a concessionary contract
and it attempts to secure a federal loan guarantee and avoid
bankruptcy," said Standard & Poor's credit analyst Philip
Baggaley. United disclosed that it had not paid $375 million of
1997-1, class A enhanced equipment trust certificates (rated
BB+) and, further, that about $500 million owed to German bank
Kreditanstalt fr Wiederaufbau, including two junior classes of
the 1997-1 certificates, also came due on Dec. 2 as a result of
the failure to meet all of the conditions previously agreed for
a further extension of United's obligations to the bank. The
1997-1 certificates have a 10-calendar-day grace period
(December 12), and the debt owed to KfW debt has in part a
seven-calendar-day grace period (December 9) and in part a 10-
calendar-day grace period, giving United little time to try to
complete its financial rescue plan.


UNITED AIRLINES: Cuts Number of Company Officers & Their Wages
--------------------------------------------------------------
United Airlines (NYSE:UAL) will reduce the number of company
officers by 18 percent and provided details about the officers'
participation in the airline's financial recovery program. The
terms of the officers' financial contribution are subject to
review and approval by the compensation committee of the board
of directors.

"Our objective is to optimize the performance of the
organization while reducing the airline's cost structure," said
Glenn Tilton, United's chairman, president and chief executive
officer.

"We also have determined the financial contribution that our
officers will make to the company's labor-cost savings," Tilton
added. "The 36 officers will contribute an average of 11 percent
of their annual compensation over the five-and-one-half year
recovery period. The total officer contribution, including the
reduction in the number of officers, is more than $60 million."

In addition to their wage reductions, and consistent with other
salaried and management employees, the officers have forgone
their planned 2002 merit salary increase and a 2002 incentive
payment.

As with other employee groups participating in the company's
financial recovery, the officers will receive stock option
grants and participate in a profit sharing program from 2004
through 2008. The officers' wage reduction arrangement will
become effective upon the closing of a loan facility for the
company, guaranteed in part by the Air Transportation
Stabilization Board (ATSB), and satisfactory participation by
all employee groups in the recovery plan.

Other information about United Airlines can be found at the
company's Web site at http://www.united.com


UNITED AIRLINES: Will Furlough Additional 220 Pilots by Jan. 6
--------------------------------------------------------------
United Airlines (NYSE: UAL) announced that in accordance with
its previously announced plan to decrease the airline's flying
schedule in 2003, United will reduce its pilot employment levels
by 220 on January 6, 2003 and 132 on February 7, 2003. This will
bring the total number of furloughed pilots to 1,196.

"This is a very difficult announcement to make because of the
impact it will have on our employees and their families," said
Captain Steve Forte, United's senior vice president-Flight
Operations. "Our goal is to be as helpful as we can during the
transition."

United's Human Resources Division will support all pilots to
assist them with career transitions. United currently has about
8,600 pilots around the world.

United late last month announced cost savings measures that will
result in the furlough of roughly 9,000 employees from its
worldwide workforce.

Other information about United Airlines can be found at the
company's Web site at http://www.united.com


UNITED PAN-EUROPE: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: United Pan-Europe Communications N.V.
        Bowing Avenue 53
        P.O. Box 74763
        Amsterdam, The Netherlands 1070 BT
        aka United and Philips Communications BV

Bankruptcy Case No.: 02-16020

Type of Business: United Pan-Europe Communications N.V. is a
                  holding company which owns various direct and
                  indirect subsidiaries that operate broadband
                  communications networks providing telephone,
                  cable and internet services to both
                  residential and business customers in Europe.

Chapter 11 Petition Date: December 3, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Howard S. Beltzer, Esq.
                  White & Case, LLP
                  1155 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 819-8306
                  Fax : (212) 354-8113

Total Assets: E7,021,760,000

Total Debts: E10,130,880,000

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature Of Claim        Claim Amount
------                     ---------------        ------------
Citibank NA                Indenture Trustee    $4,690,526,335
5 Carmelite Street         for all Series of
London EC 4Y0PA            Bonds
United Kingdom
Attn: Marne Lidster
Tel: 44 207-500-5748

MacKay-Shields             Bonds                  $387,370,000
Financial Corp.
Mr. D. Morgan
9 West 57th Street
33rd Floor
New York, NY 10019
Tel: 212-230-3911

Salomon Brothers Asset     Bonds                  $260,488,000
Management
Mr. P. Wilby
745 Route 3
Rutherford, NJ 07070
Tel: 201-231-0728

Capital Research & Mgt.    Bonds                  $229,565,000
Mr. P. Haaga
One Market, Stewart Towers
Suite 1800
San Francisco, CA 94105
Tel: 415-421-9360

Merill Lynch Investment    Bonds                  $127,000,000
Managers
Mr. V. Lathburg
800 Scudders Mill Road
Plainsboro, NJ 08536
Tel: 609-282-2084

Putnam Investments         Bonds                 $115,020,000
Mr. E. D'Alelio
1 Post Office Square
7th Floor
Boston, MA 02109
Tel: 617-760-1339

Bear Stearns Trading Desk  Bonds                  $92,839,000
Mr. B. Cowley
575 Lexington Avenue
10th Floor
New York, NY 10022
Tel: 212-272-2000

Fidelity Investments       Bonds                  $83,020,000
Mr. R. Pozen
82 Devonshire Street
Boston, MA 02109
Tel: 617-563-7703

Merill Lynch Debt          Bonds                  $72,325,844
Securities

Apollo Advisors            Bonds                  $68,000,000
Mr. T. Doria
Two Manhattanville Road
Purchase, NY 10577
Tel: 914-694-8000

York Capital Management    Bonds                  $65,978,000

Federated Investors        Bonds                  $61,545,000
1001 Liberty Avenue
Pittsburgh, PA 15222

Prudential Investments     Bonds                  $56,885,000
Mr. P. Appleby
100 Mulberry Street
2nd Gateway Center
Newark, NJ 07102
Tel: 973-367-3073

Oppenheimer Funds          Bonds                  $50,585,000
Mr. D. Negri
498 Seventh Avenue
New York, NY 10018
Tel: 800-525-7048

Everest Capital Ltd.       Bonds                  $50,567,000
Mr. E. Graham
65 Front Street
PO Box HM 2458 HM 5X
Hamilton, Bermuda

Philips Digital            Trade Collector        $45,000,000
Networks BV
Professor Holstlann 4
5656AA Eindhoven
The Netherlands

JP Morgan Investment       Bonds                  $40,205,000
Management
60 Wall Street, 23rd Fl.
New York, NY 10260
Tel: 212-483-2323

Teachers Advisors, Inc.    Bonds                  $40,000,000
Mr. D. Schleffer
730 Third Avenue
New York, NY 10260
Tel: 212-483-4021

Morgan Stanley Dean        Bonds                  $34,835,000
Witter & Co.
5, Rue Plaetis L-2338
Luxembourg
Tel: 352-346-46-000

Northwestern Mutual Life   Bonds                  $31,500,000
Insurance Co.
Ms. J. Clark-Gunia
720 E. Wisconsin Ave,
Milwaukee, WI 53202
Tel: 414-271-1444


UNIVIEW TECHNOLOGIES: Fails to Raise New Funds & Cuts Operations
----------------------------------------------------------------
uniView Technologies Corporation (OTCBB:UVEW) has been
unsuccessful in its efforts to obtain additional financing and
plans a significant reduction in operations.

The company previously reported that if it was unable to
generate sufficient cash or obtain the necessary financing to
support its operations it would be necessary to close one or
more of its divisions. It has begun to wind down its Network
America operations and has substantially reduced the number of
its employees in anticipation of winding down additional
operations. The company may also seek buyers for its
intellectual property assets, including its set top box
technology, its CTI technology and other assets.

"The decreasing business prospects for our current operating
entities, a lack of alternate sources of revenue in the near
term and an inability to raise additional capital have lead us
to this decision," stated Patrick A. Custer, CEO of uniView
Technologies. "Although we believe that our technologies are
state of the art, the economy has had a devastating effect on
our business model and it has become necessary to take remedial
action. We plan to continue working diligently to ensure the
greatest possible value for our creditors, preferred
stockholders and common stockholders."

About uniView: Dallas-based uniView Technologies Corporation --
http://www.uniView.com-- offers enhanced digital media
solutions to customers worldwide. Its products deliver the
highest quality video, audio and gaming features through
broadband networks. In addition, uniView provides companies with
enterprise customer service solutions through CIMphony(TM), a
suite of computer telephony integration software products and
services. CIMphony allows contact centers to customize and
incorporate voice, data and Internet communications into their
customer interactions. The company markets its products and
services to hospitality, utility, banking and telecommunication
companies.


UNOCAL CORP: Board Elects Ferrell McClean as Independent Member
---------------------------------------------------------------
Unocal Corporation (NYSE: UCL) said that its board of directors
has elected Ferrell P. McClean to serve as an independent member
of the board.  The board also elected John W. Creighton, Jr., as
vice chairman.

Ms. McClean is a retired managing director of JP Morgan where
she was senior advisor to the head of the Global Oil & Gas Group
in Investment Banking.  Prior to JP Morgan's merger with Chase,
she co-headed Global Energy in Investment Banking, a leading
merger and acquisition team that played a leading role in the
consolidation of the global oil and gas industry.  She founded
both the Leveraged Buyout Group and Restructuring Group at JP
Morgan.

"Ms. McClean is an excellent addition to our board," said
Charles R. Williamson, Unocal chairman and chief executive
officer.  "With her long background in investment banking and
energy, Ferrell's unique background brings substantial depth and
expertise in key areas that are critical to the future success
and growth of Unocal."

Ms. McClean holds a Bachelor of Arts degree from Radcliffe
College.  She is on the board of directors of GrafTech
International Ltd.

Creighton, who served as non-executive chairman in 2001, has
been on the Unocal board since 1995.  He had resigned as
Unocal's chairman when he was appointed interim chairman of UAL
Corporation.  He is retired president and chief executive
officer of Weyerhaeuser Company.

Unocal is one of the world's leading independent natural gas and
crude oil exploration and production companies.  The company's
principal operations are located in North America and Asia.

At September 30, 2002, Unocal Corp.'s balance sheet shows that
total current liabilities exceeded total current assets by about
$273 million.


U.S. TIMBERLANDS: Commences Trading on Nasdaq SmallCap Market
-------------------------------------------------------------
U.S. Timberlands Company, L.P., (Nasdaq: TIMBZ) announced that,
as a result of the hearing held on October 31, 2002, with
respect to the continued listing of its Common Units on the
Nasdaq National Market, the Nasdaq Listing Qualifications Panel
has determined to transfer the listing of the Common Units to
the Nasdaq SmallCap Market, effective with the open of business
December 4, 2002.  The continued listing of the Common Units on
the Nasdaq SmallCap Market is contingent upon the company's
successful completion of an application and review process, and
the payment of applicable listing fees. The company is currently
in the process of determining whether to proceed with the
application and review process.  If it does not proceed with the
process, the Common Units will be de-listed from the Nasdaq
SmallCap Market.

U.S. Timberlands Company, L.P., and its affiliate own 670,000
fee acres of timberland and cutting rights on 18,000 acres of
timberland containing total merchantable timber volume estimated
to be approximately 1.8 billion board feet in Oregon and
Washington, east of the Cascade Range.  U.S. Timberlands
specializes in the growing of trees and the sale of logs and
standing timber. Logs harvested from the timberlands are sold to
unaffiliated domestic conversion facilities.  These logs are
processed for sale as lumber, molding products, doors, millwork,
commodity, specialty and overlaid plywood products, laminated
veneer lumber, engineered wood I-beams, particleboard,
hardboard, paper and other wood products.  These products are
used in residential, commercial and industrial construction,
home remodeling and repair and general industrial applications
as well as a variety of paper products.  U.S. Timberlands also
owns and operates its own seed orchard and produces
approximately five million conifer seedlings annually from its
nursery, approximately 75% of which are used for its own
internal reforestation programs, with the balance sold to other
forest products companies.

                         *    *    *

As previously reported, Standard & Poor's raised its corporate
credit and senior unsecured debt ratings on timber company U.S.
Timberlands Klamath Falls LLC and its affiliate, U.S.
Timberlands Finance Corp., to triple-'C'-plus from triple-'C'-
minus after company management confirmed that the May 15, 2002,
interest payment on the $225 million of senior unsecured notes
issued jointly by the two companies was made within the 30-day
grace period.

Standard & Poor's also removed the ratings from CreditWatch. The
current outlook is negative. The senior unsecured notes
represent the total amount of debt outstanding.


VENTAS INC: Appoints Richard Schweinhart as New SVP and CFO
-----------------------------------------------------------
Ventas, Inc., (NYSE:VTR) announced that Richard A. Schweinhart,
53, joined the Company as Senior Vice President and Chief
Financial Officer effective December 2, 2002.

"Rick is a proven professional who brings 30 years of healthcare
experience and integrity as a chief financial officer to our
Company," Ventas President and CEO Debra A. Cafaro said. "Rick's
accounting, acquisition and finance skills were honed as a
senior executive in complex public healthcare companies. He will
further enhance our diversification efforts, infrastructure
building and financial statement credibility -- high priorities
for our Company."

Schweinhart, who is a CPA, has served as a full time consultant
to Ventas since May 2002, focusing on financial reporting and
acquisition activities. Until February of this year, he was SVP
and CFO for Kindred Healthcare, Inc., Ventas's largest tenant.
Schweinhart joined Kindred in 1998 and played an instrumental
role in that company's successful reorganization. Prior to that,
he was a SVP of Finance for Columbia/HCA Healthcare Corporation
and was CFO at Galen Health Care, Inc. prior to its acquisition
by Columbia/HCA. Previously, Schweinhart was a SVP of Finance at
Humana Inc. He started his professional career with the
Louisville office of the international accounting firm of
Coopers & Lybrand.

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

At September 30, 2002, Ventas' total shareholders' equity
deficit widened to about $126 million.


VENTAS INC: Expects Merrill Lynch to Underwrite Share Offering
--------------------------------------------------------------
Ventas, Inc., (NYSE:VTR) expects Merrill Lynch & Co., to be sole
book-running manager, Banc of America Securities LLC to be joint
lead manager and UBS Warburg LLC, Legg Mason Wood Walker,
Incorporated and SunTrust Robinson Humphrey to be co-managers
for the previously announced offering of approximately 16
million shares of its common stock jointly with Tenet Healthcare
Corporation, upon effectiveness of a shelf registration filed
yesterday 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.

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, 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 website at
www.ventasreit.com.

When available, investors will be able to obtain a copy of the
prospectus relating to the offering from Merrill Lynch & Co., 4
World Financial Center, 250 Vesey Street, Ground Floor, New
York, NY 10080, Attention: Max Tabuzo.


VENTAS INC: Executes Supplemental Senior Note Indenture
-------------------------------------------------------
On November 25, 2002, Ventas, Inc., together with Ventas TRS,
LLC, a newly formed, wholly owned indirect subsidiary of the
Company, and certain of the Company's other subsidiaries
executed (i) a Supplemental Indenture relating to the 8-3/4%
Senior Notes due 2009 of Ventas Realty, Limited Partnership and
Ventas Capital Corporation, which supplements the Indenture,
dated April 17, 2002, between Ventas Realty and Ventas Capital,
as Issuers, the Company and Ventas LP Realty, L.L.C., as
Guarantors, and U.S. Bank National Association, as Trustee, as
previously supplemented; and (ii) a Supplemental Indenture
relating to the 9% Senior Notes due 2012, of Ventas Realty and
Ventas Capital, which supplements the Indenture, dated April 17,
2002, between Ventas Realty and Ventas Capital, as Issuers, the
Company and Ventas LLC, as Guarantors, and U.S. Bank National
Association, as Trustee, as previously supplemented.

Under each of the Indentures, the Company is required to cause
newly acquired or created subsidiaries to become Guarantors of
the Notes and to cause such newly acquired or created
subsidiaries to execute a supplemental indenture, subject to
certain exceptions. Ventas TRS was formed on November 8, 2002
and the Supplemental Indentures were executed in order to
fulfill the Company's obligations under the Indentures with
respect to Ventas TRS.


WASATCH PHARMACEUTICAL: Implements 1-for-25,000 Reverse Split
-------------------------------------------------------------
Wasatch Pharmaceutical Inc., (OTCBB:WSHP) CEO Gary Heesch
announced that major changes within Wasatch are taking place in
regards to restructuring and the refocusing of our marketing and
distribution of products.

Mr. Heesch stated, "We announced in a previous press release on
October 7, 2002 that a restructuring was going to take place. We
have implemented a reverse split and have been assigned a new
symbol WSHP. We are also prepared to disclose at this time the
introduction of a major new line of products that will allow
Wasatch to diversify into an industry with significant growth
potential for years to come.

"September 11, 2001 had a traumatic impact on many companies
both big and small, and Wasatch Pharmaceutical was no exception.
The difference is that Wasatch has survived while many others
were not so fortunate. Choices were required that stretched our
resources to the limit and required us to secure expensive
interim financing that ultimately affected the distribution and
dilution of shareholder stock. In order to restructure our
stock, we are announcing a 1:25,000 reverse split. The lack of
long-term funding has limited our ability to launch our
marketing programs and we feel that this reverse split will
provide a much healthier environment in which we can obtain this
necessary funding. We hope to announce a stock dividend program
with preferred shares some time in April 2003 that would reward
shareholders who have been loyal to the Company during our
development stage. The reason for the delay is to insure that
the structure of these stock dividends are provided in
accordance with existing SEC rules and regulations and that
proper funding has been received to launch our marketing
programs.

"With the new year coming upon us, we are prepared to implement
the changes we feel will allow Wasatch to grow into a successful
company in the coming years. In conjunction with the
restructuring of our stock, we are at this time, preparing a
private placement of Wasatch stock which will allow us to secure
the funding necessary to reach our goals in the coming year and
reduce our debt significantly.

"As mentioned earlier, Wasatch will be diversifying with a
product that will allow our entry into a $9 billion U.S.
industry with a superior product. In 2002, a major patent was
awarded with thirty-one claims on a new generation of fasteners
and ancillary tools. This patent was awarded to Gary Heesch, CEO
of Wasatch Pharmaceutical Inc. This new fastener technology has
broad applications in wood screws, safety screws, orthopedics
and in those industries where the torque factor is important and
in the huge domestic market for home construction, commercial
building, aerospace, automotive and the computer industry. The
transfer of this technology into Wasatch Pharmaceutical will
take place upon the completion of the private placement funding
sometime in early 2003. Once this is accomplished, a new
corporation will be established under the Wasatch umbrella as a
wholly owned subsidiary. Following this, we will recruit a
qualified team to establish offshore manufacturing and will
target those applications of the fastener in the U.S. market
which will be the easiest to penetrate in the next two years.

"To see and review this patent and the market research report,
please log onto the Web site at http://www.landsem.com/Heesch
In order to review all the pages of graphics, you must hit the
"next" button which is in the right hand bottom corner of each
page. The link to the market research report is located under
"the Heesch fastener" on top of the first page of the Web site.

"For information on Wasatch Pharmaceutical dermatology products,
you may log onto http://www.restoremyskin.com For additional
information on Wasatch Pharmaceutical, you may look at our Web
site at http://www.wasatchpharm.com"

At September 30, 2002, Wasatch's balance sheet shows a total
shareholders' equity deficit of about $5 million.


WORLDCOM INC: Keeps Plan Filing Exclusivity Until April 17, 2003
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained permission
from the Court to extend their Exclusive Periods. The Court
gives the Debtors, until April 17, 2003, the exclusive right to
propose and file a plan of reorganization, and until June 16,
2003, to solicit acceptance of that plan from their creditors.


WORLDCOM: TRAC Warns Consumers of New Round of MCI Rate Hikes
-------------------------------------------------------------
Following up on mid-November rate hikes, MCI has announced a
second and even more significant set of rate increases that are
likely to hit all of their customers. MCI, the nation's second
largest long distance company, announced rate increases on many
plans two weeks ago, increasing those by 25 to 80 percent.
Today, the Telecommunications Research & Action Center (TRAC),
the nation's leading telecommunications-focused consumer group,
warns all MCI customers that the latest round of hikes are
across the board and will be escaped by very few individuals who
use this phone service division of scandal-plagued WorldCom.

All MCI long distance customers will see higher bills in 2003
resulting from greater universal service charges, higher monthly
minimums, increases in calling card and casual calling rates,
and new fees. The new charges for the New Year include:

     * $2.50 per month if MCI Consumers receive their long
       distance bill with their local phone bill.

     * A $5.00 monthly minimum will be imposed on ALL calling
       plans.

     * Customers will be paying 10.5 percent of their bill, up
       from 9.9 percent, in Universal Service charges.

     * Casual callers, those without an MCI account that place
       occasional long distance calls, will be paying $3.95 per
       call surcharge and $0.75 per minute.

     * State-to-state calling card calls will cost $1.25 per
       minute with a $1.75 direct dial per call surcharge.

     * NEW FEE! February 1, MCI will begin levying a new "tax"
       of 0.5 percent -- a "Carrier Cost Recovery Charge."  This
       fee is imposed by MCI, not the government, and will
       account for an additional 0.5 percent of your monthly
       bill.

"The most recent rate increases will affect 100 percent of MCI
customers, not just those enrolled in specific calling plans,"
said Kate Dean of TRAC. "Our worst fears seem to be realized --
TRAC believes that these rate increases are a direct result
WorldCom's accounting and legal woes."

In June 2002, TRAC wrote the Federal Communications Commission
on behalf of local and long distance telephone consumers in
light of WorldCom's bankruptcy filing. TRAC asked that
residential consumers not bear the burden of increased long
distance rates and other charges as a response to the company's
financial trouble.

TRAC, once again, reminds consumers to be aware of their calling
habits, and to evaluate their long distance bills. "Be sure that
you are not spending too much, or getting too little from your
long distance service," added Kate Dean. "TRAC urges consumers
to investigate competitive calling options, as well, including
wireless phones, prepaid calling cards and dial around services,
many of which do not include monthly fees, surcharges and
universal service fees."

Need help evaluating? Order TRAC's Tele-Tips Residential Long
Distance Comparison Chart, or one of TRAC's consumer guides.
TRAC charts can be sent in PDF or hard copy.

TRAC, founded in 1984, is a non-profit membership organization
based in Washington, DC that promotes the interests of
residential telecommunications customers. TRAC staff researches
telecommunications issues and publishes rate comparisons to help
consumers make informed decisions regarding their long distance
and local phone service options. TRAC can be found on the Web at
http://www.trac.org


WORKGROUP TECHNOLOGY: Appeals Nasdaq Delisting Determination
------------------------------------------------------------
Workgroup Technology Corporation (WTC) (NASDAQ: WKGP), a leading
provider of Web-enabled, extended enterprise collaborative
product data management software solutions, announced its
financial results for the second quarter of fiscal 2003 ended
September 30, 2002.

For the second quarter of fiscal 2003, WTC reported revenue of
$1,556,000 compared with $1,870,000 in the second quarter of
fiscal 2002. The net loss for the second quarter of fiscal 2003
was $421,000 based on 1,841,121 weighted average shares
outstanding, compared with a net loss of $988,000 based on
1,841,121 weighted average shares outstanding, for the second
quarter of fiscal 2002.

The Company's total revenue for the second quarter of fiscal
2003 decreased $144,000 from the first quarter of fiscal 2003.
Of this amount, software license revenue decreased $159,000,
offset by an increase in maintenance and services revenue of
$15,000. The Company had a decrease in net loss of $136,000 for
the second quarter of fiscal 2003 when compared to the first
quarter of fiscal 2003.

Patrick H. Kareiva, President and Chief Executive Officer,
stated, "The decrease in software license revenue during the
past quarter was substantially due to the continued delay of
purchasing decisions by several of our current customers and
major prospects. The decrease in the net loss for the second
quarter of fiscal 2003 when compared to the first quarter of
fiscal 2003 was largely due to the continuing actions that the
Company has been taking to bring its operating expenses more in-
line with its anticipated level of revenue."

Kareiva further stated that, "The Company currently believes
that many of the industry segments into which it sells are
continuing to experience economic difficulties. The Company
anticipates that several of its current customers and prospects
may continue to delay major purchasing decisions, including
decisions to renew maintenance agreements on a timely basis. The
Company intends to continue to take appropriate action to manage
its expenses commensurate with the level of sales expected. As
of September 30, 2002, the Company had approximately $2,301,000
of cash on hand, a reduction of approximately $817,000 from the
June 30, 2002 cash on hand balance of approximately $3,118,000."

As previously announced, the Company has been advised by the
Nasdaq Listing Qualifications Staff that the Company is in
violation of certain of the minimum maintenance standards for
continued listing of its common stock on The Nasdaq SmallCap
Market. The Company has appealed the Staff's determination and
is currently awaiting a final decision by the Nasdaq
Qualifications Hearing Panel. There can be no assurance that the
Panel will grant the Company's request for continued listing. If
the Panel does not grant the Company's request, then the
Company's securities will be delisted from the NASDAQ Small Cap
Market, but will be eligible to be traded on the Over-the-
Counter Bulletin Board (OTCBB). Also as previously announced,
the Company is in discussions with several parties regarding the
possible acquisition of the Company. There can be no assurance
that such a transaction will be concluded.

WTC develops, markets and supports WTC ProductCenter(TM), a web-
enabled, extended enterprise collaborative Product Data
Management (PDM) solution that provides document management,
design integration, configuration control, change management,
and enterprise integration for optimizing product development.
Based in Burlington, Massachusetts, the Company differentiates
itself on the basis of its controlled and secure accessibility,
enterprise integration, and quick adaptability of its software.
Thousands of users at mid-sized and global companies are in
production and benefit from WTC products, including ABB Flexible
Automation; Baker Oil Tools; Eaton Corporation; General Electric
Company; Goodrich Turbine Fuel Technologies; Honeywell;
Millipore Corporation; Siemens Energy & Automation, Inc.; U.S.
Army; and Whirlpool Corporation. The Company's Web site is
located at http://www.workgroup.com

                          *   *   *

The Company has generated continued losses from operations which
has reduced its cash balances. At September 30, 2002, the
Company had cash and cash equivalent balances totaling
$2,301,000 and working capital of $552,000, each of which
represent significantly lower liquidity than in the prior year.
The Company intends to continue to take appropriate action to
manage its expenses commensurate with the level of sales
expected. Among other things, these actions may include a
restructuring of its operations. Management believes that cash
and cash equivalent balances at September 30, 2002 are
sufficient, combined with management's intent and ability to
reduce expenditures, to meet its operating and capital
expenditure requirements and maintain positive liquidity at
least through March 31, 2003.

At September 30, 2002, Workgroup's balance sheets show that the
Company's total shareholders' equity has dwindled to about
$715,000 from about $1.7 million recorded at March 31, 2002.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    14 - 16        -1
Finova Group          7.5%    due 2009  32.5 - 34.5      -1<
/TT>
Freeport-McMoran      7.5%    due 2006    90 - 92        +1
Global Crossing Hldgs9 .5%    due 2009  2.25 - 3.25      -0.25
Globalstar            11.375% due 2004     7 - 8         +0.5
Lucent Technologies   6.45%   due 2029    47 - 49        -1
Polaroid Corporation  6.75%   due 2002     3 - 5         -0.5
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005  22.5 - 24.5      +1.5
Xerox Corporation     8.0%    due 2027    54 - 56        0

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***