TCR_Public/021206.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 6, 2002, Vol. 6, No. 242


ADELPHIA BUSINESS: Seeks Second Extension of Exclusive Periods
ADELPHIA COMMS: Wants to Implement L.A. Coupon Book Promotion
ADVANCED TISSUE: Court Fixes December 31, 2002 Claims Bar Date
AES CORP: Names Richard Darman as Lead Independent Director
AES: Exchange Offer for Sr. Notes & ROARs Extended Until Today

AMERICAN COMMERCE: Refinances Unit's Long- & Short-Term Debt
AMERIKING INC: S&P Drops Ratings to D After Bankruptcy Filing
AMES DEPARTMENT: Court Okays Deloitte & Touche as Tax Advisors
AMI SEMICONDUCTOR: S&P Affirms BB- Credit & Sr. Secured Ratings
ANC RENTAL: Selling Certain Assets to Midwest Car for $2.9 Mill.

ARCHDIOCESE OF BOSTON: Gets Local Approval for Chapter 11 Filing
ASIA GLOBAL CROSSING: Proposes Asset Sale Bidding Procedures
AT&T LATIN AMERICA: Appoints Lawrence E. Young as New CFO
AVON PRODUCTS: Will Conduct Investor Conference Call on Tuesday
BALL CORP: S&P Assigns BB+ Rating to $1.4BB Sr. Secured Facility

B/E AEROSPACE: Will Publish Q3 Financial Results on December 17
BIKE ATHLETICS: Collegiate Pacific Delivers Acquisition Proposal
BRIAZZ: Obtains $450K Financing & Closes Chicago Central Kitchen
BRIGHTPOINT: Enters into Distribution Agreement with Logitech
BROADWAY TRADING: Asks Court to Extend Exclusivity Until April 7

CHARLES JOURDAN: Taps Keen Realty to Assist in Asset Liquidation
CHART INDUSTRIES: Will Close U.K. Heat Exchanger Operations
CHARTER COMMS: Names Margaret Bellville as New EVP of Operations
CHILDTIME LEARNING: Fails to Satisfy Nasdaq Listing Guidelines
COLORADO FARM: S&P Hatchets Financial Strength Ratings to BBpi

CONSECO FINANCE: S&P Lowers L-T & S-T Counterparty Ratings to D
CONSOLIDATED STEEL: Case Summary & 20 Largest Unsec. Creditors
COVANTA ENERGY: Proposes Aviation Business Sale Bidding Protocol
CREDIT STORE: Signs-Up Zuckerman Spaeder as Litigation Counsel
CWMBS: Fitch Downgrades Various Bonds to Low-B and Junk Levels

ENCOMPASS SERVICES: Wins Nod to Continue Cash Management System
ENRON CORP: Court Allows Sale of Limbach Business for $80 Mill.
EOTT ENERGY: Wins Court Approval of Enron Settlement Agreement
FAIRCHILD CORP: S&P Keeps Watch on B Corporate Credit Rating
FEDERAL-MOGUL: Court Fixes Securities Trading Wall Procedures

FOSTER WHEELER: Unit to Close Dansville Manufacturing Facility
GEAC COMPUTER: Working Capital Deficit Tops C$123MM at Oct. 31
GENTEK INC: Honoring Up to $2.5 Million of Employee Obligations
GENUITY INC: Seeks Approval of Purchase Agreement with Level 3
GLOBAL CROSSING: Enters Settlement Pact with Risk Management

GOLF AMERICA: Court Fixes February 3 Governmental Bar Date
GS MORTGAGE: S&P Junks Rating on 1991-C1 Class H Notes
HAYES LEMMERZ: Obtains Nod to Hire Ellis as Real Estate Broker
ICO INC: S&P Withdraws B+/B- Ratings at Company's Request
IPVOICE COMMS: Commences Trading on OTCBB Under New IPVO Symbol

KAISER ALUMINUM: Court Okays Oxnard Forging Facility Sale to APP
LAIDLAW: Asks Court to Disallow & Expunge Niagara Falls Claims
LEGACY HOTELS: Completes Acquisition of Monarch Hotel in D.C.
MADA INSURANCE: S&P Withdraws Bpi Ratings Following Run-Off
MAGELLAN HEALTH: Names Steven J. Shulman Chief Executive Officer

METRIS MASTER: S&P Drops Ratings on Nine Classes of Notes to BB
METROMEDIA FIBER: PAIX Touts Benefits of 'Distributed' Peering
MICROCELL TELECOM: S&P Drops Rating to D After Missed Payment
MONSANTO COMPANY: CFO Says Free Cash Generation Is Sustainable
NATIONAL CENTURY: Fitch Reviews Exposure in NFP Hospital Sector

NATIONAL CENTURY: Wants to Continue Using Cash Management System
NETIA HOLDINGS: Polish Court Approves Unit's Plan of Arrangement
NEXTCARD INC: Brings-In Sidley Austin as Bank Regulatory Counsel
OAK CASUALTY: S&P Drops Financial Strength Rating to R
OGLEBAY NORTON: Michael Lundin Succeeds Lauer as New Company CEO

PEREGRINE SYSTEMS: Court Fixes Dec. 23, 2002 as Claims Bar Date
POLYONE CORP: Sells Stake in So.F.teR S.p.A. Joint Venture
PREFERREDPLUS TRUST: S&P Lowers Class A & B Note Ratings to BB-
PURCHASEPRO.COM: Will Auction Off Assets on December 30, 2002
R.H. DONNELLEY: Commences Tender Offer for 9-1/8% Sr. Sub. Notes

RUSSIAN TEA ROOM: Committee Taps G.E.M. Auction as Appraiser
SAFETY-KLEEN CORP: Creditors' Trust to be Established Under Plan
SOLUTIA: S&P Puts BB Sr. Sec. Bank Loan Rating on Watch Positive
SPECTRASITE: Asks Court to Appoint Altman Group as Claims Agent
TELESYSTEM INT'L: Lenders Extend Credit Facility Until June 30

TRITON CBO: S&P Slashes Rating on Class A-3 Notes to B+ from BBB
UNITED AIRLINES: The ATSB's Letter Denying the Loan Guarantee
UNITED AIRLINES: UAL Expresses Disappointment with ATSB Decision
UNITED AIRLINES: Attendants Call ATSB Decision "Irresponsible"
UNITED AIRLINES: Pilots 'Extremely Disappointed' by ATSB

US AIRWAYS: Wants to Keep Plan Filing Exclusivity Until Jan. 31
US DIAGNOSTIC: Completes Sale of Business to Presgar Diagnostic
USG CORP: Hearing on Deloitte Engagement to Continue on Jan. 28
VALLEY CITY STEEL: Files "Chapter 22" Petition in N.D. Ohio
VALLEY CITY STEEL: Case Summary & 20 Largest Unsecured Creditors

W.R. GRACE: Judge Wolin's Assignment Extended Until Nov. 2003

* Ernst & Young Reports Promotions in Kansas City Office
* Fulbright & Jaworski Further Expands Its Litigation Practice
* Garden City Names Freda Director, Business Reorganization Div.

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile


ADELPHIA BUSINESS: Seeks Second Extension of Exclusive Periods
Adelphia Business Solutions, Inc., and its debtor-affiliates ask
the Court for a second extension of the deadline to:

    -- file a plan of reorganization to May 31, 2003; and

    -- solicit acceptances of that plan to July 31, 2003.

Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that the ABIZ Debtors continue to face several unique
challenges that must be resolved with finality before it can
emerge from Chapter 11, including:

    -- the complete separation from ACOM, including the proper
       allocation of assets and liabilities and the resolution
       of the status of directors and officers insurance;

    -- the refinement and testing of the ABIZ Debtors' business
       plan, including the closure and disposition of all
       surplus assets in the "closed" markets;

    -- resolution of the Hanover appeal in respect of the surety
       bonds; and

    -- resolution of the ABIZ Debtors' complex disputes with
       certain ILECs.

Moreover, the Debtors must meet these challenges in the
far-reaching shadow of the alleged Rigas and ACOM prepetition
misconduct and in the context of a financially crippled
telecommunications industry.

The Debtors' cases are clearly of the complexity that Congress
and the courts contemplated as warranting an extension of the
Exclusive Filing Period and Solicitation Period.  Ms. Liu
asserts that the previously extended Exclusive Filing Period and
Solicitation Period have not afforded the Debtors adequate time
to develop a consensual Chapter 11 plan.  The sheer complexity
of the Debtors' Chapter 11 cases, standing alone, constitutes
sufficient cause to extend the Exclusive Filing Period and
Solicitation Period.

According to Ms. Liu, the concerted efforts of the Debtors'
management and professionals have been directed toward the
stabilization process commenced at the inception of these cases.
The Debtors' management, employees, and professionals have
devoted hundreds of hours to the review of operations and the
compilation of information required by the provisions of Chapter
11.  The Debtors' management and staff have expended significant
efforts responding to the myriad of emergencies that are
incidental to the commencement of any Chapter 11 case, but which
are multiplied exponentially in cases as large and complex as
these.  The Debtors also have expended countless hours allaying
the concerns of the constituencies most critical to the Debtors'
business operations -- their customers, employees, utilities,
and other vendors.

In addition, the Debtors have also directed their efforts toward
engaging in frequent, substantive communications with the
professionals acting for the Creditors' Committee and the
12-1/4% Notes Committee.  There has been a high level of
cooperation and positive exchanges among the parties, and an
ongoing dialogue to bridge the gaps on matters of disagreement.

The Debtors have taken the measures necessary to manage their
businesses in the ordinary course and preserve the value of
their assets for the benefit of all parties-in-interest.  To
date, Ms. Liu relates that the Debtors have:

    -- reviewed their executory contracts and unexpired leases
       to determine whether these should be assumed or rejected
       and have filed appropriate rejection motions based on
       that review;

    -- terminated operations in several underperforming markets
       and have filed a motion for approval of the sale of
       certain assets related to those closed markets for

    -- addressed a multitude of creditor inquiries and requests
       for information made by utilities, landlords, customers,
       and other parties-in-interest;

    -- continued to run their businesses in the ordinary course
       and paid their postpetition debts as they become due;

    -- re-tooled their business plan on several occasions to
       take into account the constraints on their available

    -- evaluated the effects of the current economy and other
       factors on their long-range business plan;

    -- resolved significant corporate governance issues;

    -- accomplished significant head count reductions;

    -- achieved the closing and funding of postpetition

    -- established key employees retention and severance plans;

    -- conducted constructive negotiations with the ILECs to
       resolve prepetition and postpetition disputes; and

    -- retained customers and attained operating cash-flow break

Ms. Liu notes that the Debtors' efforts at stabilizing their
businesses have been successful, have inured to the benefit of
all parties-in-interest, and are a necessary prerequisite to the
formulation of any plan of reorganization.  The termination of
exclusivity at this juncture would undermine and impair the
cooperative and substantial reorganization efforts that have
been undertaken thus far in these large and complex Chapter 11
cases. Given these circumstances, the requested extension of the
Exclusive Filing Period and the Solicitation Period is clearly

Ms. Liu asserts that the Debtors have demonstrated good faith in
their efforts to communicate with all interested parties at this
critical stage of the reorganization.  Granting an extension of
the Exclusive Filing Period and Solicitation Period will not
give the Debtors unfair bargaining leverage over creditor
constituencies.  Instead of prejudicing any party-in-interest,
an extension will afford the Debtors an opportunity to propose a
realistic and feasible Chapter 11 plan.  Thus, failure to extend
the Exclusive Filing Period and Solicitation Period as requested
would defeat the very purpose of Section 1121 of the Bankruptcy
Code -- to provide the debtor with a reasonable opportunity to
negotiate with creditors and other parties-in-interest and
propose a confirmable Chapter 11 plan.

As of November 22, 2002, the Debtors have $24,500,000 in cash on
hand and -- based on projected cash outflows and contemplated
asset sales -- will have sufficient cash to fund their
operations.  The Debtors are in the process of disposing of
non-profitable and non-core assets and closing of non-profitable
and non-core business markets, all in an effort to raise cash,
reduce expenses, and target cash flow positive operations.
Clearly, the Debtors are managing their businesses effectively
and are preserving the value of their assets for the benefit of

The Court will convene a hearing on January 14, 2003 to consider
the Debtors' request.  Accordingly, Judge Gerber extends the
Debtors' Exclusive Filing Period through the conclusion of that
hearing. (Adelphia Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ADELPHIA COMMS: Wants to Implement L.A. Coupon Book Promotion
Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
relates that the success of Adelphia Communications and its
debtor-affiliates' cable systems is wholly dependent on the
continued support of their subscribers. As the current
marketplace offers subscribers a wide array of choices with
respect to service providers and alternative technologies
including satellite dishes and DSL services, the ACOM Debtors
must be able to offer and provide subscribers with high quality
programming, competitive prices and responsive and reliable
customer service or subscribers will go elsewhere to have their
needs met.  One highly competitive market that typifies this
dynamic is the City of Los Angeles, which is served by five
major cable operators and providers of non-cable technology.

In addition to these competitive pressures, Mr. Abrams relates
that the ACOM Debtors have been involved in highly publicized
negotiations with L.A. regarding the renewal of their five L.A.-
area franchises and disputes regarding rate increases that are
scheduled to take effect in September and November 2002.  Thus,
to sustain its broad subscriber base in L.A., which is estimated
to include 253,000 subscribers, and encourage existing
subscribers to order advanced services including high-speed
internet access through cable modems and digital cable, the ACOM
Debtors propose to offer certain marketing incentives to their
L.A. customer base.

In the ordinary course of their business, Mr. Abrams informs the
Court that the Debtors frequently offer discounts and packages
to their existing subscribers to encourage them to either
upgrade their service or upgrade their technology from analog to
digital. Subscriber upgrades are a significant source of revenue
for the Debtors and L.A. is one of their largest and most
profitable markets.

Accordingly, the Debtors seek the Court's authority to implement
an enhanced version of previously offered upgrade promotions in
L.A.  Specifically, the Debtors propose to mail each of their
L.A. subscribers a coupon book, which will include these

    -- Six Months Free Digital Cable with Free Showtime and The
       Movie Channel for existing analog subscribers who do not
       subscribe to Showtime;

    -- Six Months Free Showtime and The Movie Channel for
       existing digital subscribers;

    -- Two Free Pay-Per-View Movies each Month for Six Months
       for existing digital subscribers who subscribe to
       Showtime; and

    -- Two Free Pay-Per-View Movies each Month for Six Months
       for existing non-digital subscribers.

While it is not possible to estimate with certainty the total
cost of the Coupon Book promotion without knowing what the
customer "take rate" will be, the Debtors estimate that the
costs associated with the Coupon Book promotion is $2,210,000.
In addition, most of the obligations related to the Coupon Book
will be satisfied through credits, discounted rates to customers
or the provision of limited, free services rather than out-of-
pocket expenditures.

In light of the fact that the Debtors have received substantial
negative press in L.A. and continue to face stiff competition
from other operators, the Debtors have determined that
implementing an enhanced customer program in L.A. is crucial to
their ability to sustain their L.A. subscriber base and increase
revenues in an already profitable system.  Although the Debtors
believe that they may implement the Coupon Book promotion in the
ordinary course of business, out of an abundance of caution,
they are seeking Court approval of these marketing efforts.

"The success and viability of the Debtors' businesses and their
ability to reorganize are dependent on their ability to upgrade
and retain their customers," Mr. Abrams asserts.  "The Coupon
Book is designed to help the Debtors accomplish this goal."

"Clear business reasons exist to justify the implementation of
the Coupon Book promotion in L.A.  In addition to the obvious
benefits of sustaining their current subscriber base, experience
has shown that many subscribers upgrade services for the long
term as a result of these promotions, which will enable the
Debtors to generate additional revenue and enhance their ability
to succeed as a going concern," he adds. (Adelphia Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 38 cents-on-the-dollar, DebtTraders says. See
for real-time bond pricing.

ADVANCED TISSUE: Court Fixes December 31, 2002 Claims Bar Date
The U.S. Bankruptcy Court for the Southern District of
California fixes December 31, 2002, as the Claims Bar Date for
creditors of Advanced Tissue Sciences, Inc., and its debtor-
affiliates, to file their Proofs of Claims against the Debtors'
estates or be forever barred from asserting those claims.

The Governmental Unit Bar Date is set for April 8, 2003.

Proofs of Claim must be addressed to the Bankruptcy Court, with
copies also served upon:

      Gibson, Dunn & Crutcher LLP
      4 Park Plaza, Suite 1400
      Irvine, California 92614-8557
      Attn: Lillian Ton, Esq.

Advanced Tissue Sciences, Inc., is engaged in the development
and manufacture of human-based tissue products for tissue repair
and transplantation. The Company filed for chapter 11 protection
on October 10, 2002 at the U.S. Bankruptcy Court for the
Southern District of California (San Diego). Craig H. Millet,
Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP
represent the Debtors in its restructuring efforts.  When the
Company, and its debtor-affiliates, filed for protection from
its creditors, it listed $32,200,000 in total assets and
$16,900,000 in total debts.

AES CORP: Names Richard Darman as Lead Independent Director
The Board of Directors of The AES Corporation (NYSE: AES)
announced that Richard Darman has been elected to the newly
established position of Vice Chairman and Lead Independent
Director.  Mr. Darman's responsibilities as Lead Independent
Director will be consistent with those in the draft New York
Stock Exchange listing standards. He will continue to serve as a
member of the Financial Audit Committee.

Mr. Darman, 59, is a Partner of The Carlyle Group, one of the
world's largest private equity firms. He joined Carlyle in
February 1993, after serving as Director of the Office of
Management and Budget from 1989 to 1993, during the first Bush
administration. Earlier, he was a Managing Director of Shearson
Lehman Brothers. Mr. Darman's government service spanned five
Presidencies and included senior policy positions in the White
House and six cabinet departments. He graduated with honors from
Harvard College in 1964 and from Harvard Graduate School of
Business in 1967. Mr. Darman joined the AES Board of Directors
on July 25, 2002.

"I am delighted that Dick Darman is willing to assume even
greater Board responsibilities and that he has agreed to serve
as Vice-Chairman," said Roger Sant, Chairman of the Board of

Paul Hanrahan, President and Chief Executive Officer, added, "I
am extremely pleased that Dick Darman will be assuming these new
responsibilities. His leadership will greatly assist us as we
move forward."

Mr. Darman said, "AES has taken a number of actions in recent
months to create a strong platform for recovery. I am looking
forward to the challenges that come with my new role and will
continue to focus on the turnaround of the Company."

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 176
facilities totaling over 60 gigawatts of capacity, in 33
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit the Company's Web site at

                         *    *    *

As reported in Troubled Company Reporter's November 13, 2002
edition, Standard & Poor's will not change the corporate
credit rating of AES Corp., (B+/Watch Neg/--) following AES'
announcement of the extension until December 3, 2002, of the
tender offer for its December 2002 notes and June 2003 ROARS,
with changes in the terms of the offer. Standard & Poor's
believes that the extension reflects the difficulty in reaching
an agreement given the multitude of parties involved, the
circumstances of the exchange offer, and the time until the Dec.
15 maturity date is reached.

AES: Exchange Offer for Sr. Notes & ROARs Extended Until Today
The AES Corporation (NYSE: AES) has extended the expiration date
of the exchange offer relating to its outstanding $300,000,000
8.75% Senior Notes due 2002 and $200,000,000 7.375% Remarketable
or Redeemable Securities due 2013, which are puttable in 2003,
from 5:00p.m., New York City time, on December 3, 2002 to
5:00p.m., New York City time, today, December 6, 2002.

The AES Corporation has been informed by the exchange agent
that, as of 5:00 p.m., New York City time, on December 3, 2002,
approximately $230,074,000 in aggregate principal amount of its
2002 Notes and $172,859,000 in aggregate principal amount of its
ROARs had been tendered in the exchange offer. These amounts
represent approximately 77% and 86% of the outstanding 2002
Notes and ROARs, respectively. Consummation of the exchange
offer is subject to a number of significant conditions including
the condition that 80% in aggregate principal amount of the 2002
Notes and 80% in aggregate principal amount of the ROARs are
validly tendered.

The offering of the new senior secured notes in the exchange
offer is being made only to "qualified institutional buyers" and
"persons other than a U.S. person" located outside the United
States, as such terms are defined in accordance with Rule 144A
and Regulation S of the Securities Act of 1933, as amended, and
two individuals affiliated with AES who are accredited

The new senior secured notes will not be registered under the
Securities Act of 1933, or any state securities laws. Therefore,
the new senior secured notes may not be offered or sold in the
United States absent an exemption from the registration
requirements of the Securities Act of 1933 and any applicable
state securities laws. This announcement is neither an offer to
sell nor a solicitation of an offer to buy the new notes.

AES Corporation's 9.375% bonds due 2010 (AES10USR1), DebtTraders
reports, are trading at about 44 cents-on-the-dollar. See
real-time bond pricing.

AMERICAN COMMERCE: Refinances Unit's Long- & Short-Term Debt
American Commerce Solutions, Inc., (OTC Bulletin Board: AACS)
announced the refinancing of the long and short-term debt of its
wholly owned subsidiary, International Machine and Welding,
Inc., resulting in a one-time gain in excess of $811,000.

"I am pleased to announce that the Executive Management of
American Commerce Solutions, Inc., has succeeded in eliminating
over $1,750,000 of debt through negotiated payoff of major
creditors of International Machine and Welding, Inc.  Much of
this debt was assumed as part of the acquisition of over $6
million in assets for the IMW subsidiary in June 2000. The
$875,000 funding for these negotiations was provided by Valrico
State Bank in Valrico, Florida in phase one of a financing
package as part of an overall banking relationship," stated
Daniel L. Hefner, Chief Executive Officer and President of
American Commerce Solutions, Inc.

"As exciting as a one-time gain of $811,000 may be to the
existing stockholders of ACS," Hefner continued, "it is more
significant that the cash required for debt service is reduced
by over $15,000 per month. This cash, when converted to
inventory and labor will translate to a substantial increase in
both revenue and profits. This on-going benefit should excite
not only the existing stockholders, but also those sitting on
the fence and waiting for the right time to invest. The trading
volume of the stock has increased dramatically in the last six
to eight weeks, an indication that more and more potential
investors are watching the stock. We are hopeful that this will
be a catalyst to increased volume and stock price."

Hefner further noted that this refinancing, coupled with
continued improvement in operations, the recent consolidation of
executive management positions and expense cuts are proof that
the company's business strategy is sound.

American Commerce's August 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$2.1 million.

                    Going Concern Uncertainty

In its SEC Form 10-QSB filed on October 10, 2002, the Company

"The Company has incurred substantial  operating losses since
inception.  It has recorded losses from operations of $559,316
and $749,972, as restated, for the six-month periods ended
August 31, 2002 and 2001, respectively.  Current liabilities
exceed current assets by $2,096,228 at August 31, 2002.
Additionally, the Company has been unable to meet obligations to
its creditors as they have become due.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

AMERIKING INC: S&P Drops Ratings to D After Bankruptcy Filing
Standard & Poor's Ratings Services lowered its corporate credit
ratings on AmeriKing Inc. and National Restaurant Enterprises
Holdings Inc., to 'D' from 'SD' (selective default) following
AmeriKing's announcement on Dec. 4, 2002, that the company filed
a voluntary petition in the U.S. Bankruptcy Court.

Standard & Poor's also lowered its preferred stock rating on
AmeriKing and its senior unsecured debt rating on National
Restaurant Enterprises Holdings' $50 million 13% pay-in-kind
notes due in 2008 to 'D' from 'C'.

"The company has been operating with very limited liquidity for
the past two and a half years as a result of its poor operating
performance. The company's operating difficulties are in part
due to the weakening competitive position of the Burger King
chain," said Standard & Poor's credit analyst Diane Shand.

AMES DEPARTMENT: Court Okays Deloitte & Touche as Tax Advisors
Ames Department Stores, Inc., and its debtor-affiliates sought
and obtained the Court's authority to employ Deloitte and Touche
LLP to provide certain tax services, including the preparation
and filing of corporate tax returns and the recovery of certain
tax refunds, in these Chapter 11 cases.

Deryck A. Palmer, Esq., at Weil, Gotshal & Manges LLP, relates
that Deloitte has been rendering Tax Refund Services to the
Debtors for over six years.   Deloitte has worked with the
Debtors to recover a substantial federal tax refund under
applicable provisions of the Internal Revenue Code.
Accordingly, Mr. Palmer notes that employing Deloitte during the
pendency of these Chapter 11 cases will enhance the Debtors'
likelihood of obtaining a $3,230,000 Federal Tax Refund, which
will materially increase the value of their estates.

According to Mr. Palmer, the Debtors have engaged Deloitte
Consulting L.P., an affiliate of Deloitte, as restructuring
consultants; however, that engagement did not include tax
services.  Mr. Palmer reminds the Court that it was Andersen LLP
that provided the Debtors with independent auditing and
accounting, tax advisory, and consulting services before the
Petition Date.  Andersen continued to serve the Debtors in this
capacity postpetition until April 30, 2002, when its tax
professionals transferred to Deloitte.

After Andersen could no longer provide tax-related services for
the Debtors, the Debtors asked Deloitte to take over and prepare
their tax returns for the fiscal year ending February 2, 2002.
Deloitte agreed to perform the Tax Return Services commencing on
May 10, 2002, as a new engagement and not as a continuation of
any services by Andersen.

Mr. Palmer asserts that Deloitte's professionals are very much
familiar with the Debtors and their businesses.  The same
Andersen professionals will be basically providing the same
services under the Deloitte bandwagon.  On the other hand, if
the Debtors are required to retain other professionals, they,
their creditors, and other parties-in-interest would be
prejudiced by the additional time and expense necessarily
required by the new professionals to familiarize themselves with
the Debtors' business, operations, and financial structure.

In addition to the Tax Return Services, the Debtors expect
Deloitte to provide certain other services as they may request
from time to time, including, without limitation:

    (a) audits of the Debtors' employee benefit plans;

    (b) audits of the Debtors' financial statements;

    (c) business interruption and insurance claim consulting

    (d) general tax services; and

    (e) general accounting assistance, including, without
        limitation, assistance in connection with reports
        requested of the Debtors by the Court, the Office of the
        U.S. Trustee, the statutory creditors' committee and
        other parties-in-interest.

The services, however, will not include any internal audit or
systems implementation.

With respect to the Tax Refund Services, the Debtors will
compensate Deloitte in accordance with the parties' Tax Refund
Services Engagement Letter.  The Debtors will pay Deloitte a 25%
contingency fee of the Federal Tax Refund.  To date, Deloitte
has not received any compensation or reimbursement for its
services rendered or expenses incurred in connection with the
Tax Refund Services.  The Debtors believe that they will obtain,
with Deloitte's continued assistance, the $3,200,000 Federal Tax
Refund for which the contingency fee percentage due to Deloitte
would be about $800,000.  According to Mr. Palmer, if the
Federal Tax Refund is ultimately recovered, Deloitte will not be
entitled to any additional compensation from the estates in
connection with the Tax Refund Services other than the
contingency fee.

As to its Tax Return Services, the Debtors will pay Deloitte a
fixed fee basis at a rate of $125,000 per month as provided
under the Tax Return Services Engagement Letter.  For any
additional services that may be requested of Deloitte, the
Debtors will pay the firm in accordance with its hourly rates
plus reimbursements of actual necessary expenses.  The firm's
current hourly rates are:

          Staff Classifications             Hourly Rate
          ---------------------             -----------
          Partner/Principal/Director        $470 to 540
          Senior Manager                     340 to 450
          Manager                            250 to 320
          Senior Accountants/Consultants     200 to 240
          Staff Accountants/Consultants      180 to 200
          Administrative Assistants           60

Jay A. Scansaroli, a member of Deloitte, attests that his firm
and its professionals do not hold or represent any interest
adverse to the Debtors or their estates.  Deloitte is a
"disinterested person," as the term is defined in Section
101(14) of the Bankruptcy Code.  Mr. Scansaroli, however,
discloses that:

    -- Deloitte provides services in matters unrelated to these
       Chapter 11 cases to some of the Debtors' 20 largest
       unsecured claimholders and other affiliated entities;

    -- American International Group, FleetBoston, General
       Electric Capital Corp., J.P. Morgan Chase & Co., National
       City Corp., and Prudential, or their affiliates, have
       lending relationships with Deloitte or its affiliates or
       their members;

    -- Deloitte has provided services to Weil, Gotshal & Manges
       LLP, the Debtors' Chapter 11 attorneys, in matters
       unrelated to these cases.  Weil Gotshal also has provided
       legal services to Deloitte or its affiliated entities, in
       each case, in unrelated matters;

    -- Deloitte has provided services to Togut, Segal & Segal
       LLP, the Debtors' bankruptcy co-counsel, in unrelated
       matters; and

    -- PricewaterhouseCoopers is Deloitte's principal
       competitor. PwC has assisted the Creditors' Committee in
       these Chapter 11 cases. (AMES Bankruptcy News, Issue No.
       29; Bankruptcy Creditors' Service, Inc., 609/392-0900)

AMI SEMICONDUCTOR: S&P Affirms BB- Credit & Sr. Secured Ratings
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured bank loan ratings on AMI Semiconductor
Inc., and removed them from CreditWatch, where they were placed
on April 16, 2002. The outlook is negative.

The action reflects Standard & Poor's expectations that AMI will
maintain adequate profitability and cash flow measures, despite
near-term industry concerns and the likelihood that a recent
acquisition will eventually be re-financed with debt.

Pocatello, Idaho-based AMI supplies customized semiconductor
chips, called application-specific integrated circuits (ASICs),
for industrial, communications, military, and other
applications. It has about $170 million of debt outstanding.

AMI is likely to issue debt in 2003 to refinance approximately
$77 million in preferred shares, provided by its main equity
sponsor to buy mixed-signal application-specific integrated
circuits business, raising total debt to about $250 million.

Standard & Poor's expects AMI to improve profitability at its
new MSB unit through headcount reductions, improved
manufacturing, and materials efficiencies, and a migration of
MSB test activities to AMI's lower-cost facility in the
Philippines. Although Standard & Poor's expects modest quarterly
sales improvements in 2003, operating profitability is expected
to return to above-20% levels in 2003 through cost reductions.

"While sole-source long-term contracts are expected to limit
revenue and cash flow volatility, poor industry conditions are
expected to persist and create a degree of uncertainty." Said
Standard & Poor's credit analyst Emile Courtney. "A
deterioration in profitability or credit protection measures
could lead to a downgrade."

ANC RENTAL: Selling Certain Assets to Midwest Car for $2.9 Mill.
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to:

  -- enter into an Asset Purchase Agreement with Midwest Car

  -- assume the concession agreements at the Tucson
     International Airport, Salt Lake City International
     Airport, General Mitchell International Airport and
     Columbus, Ohio Airport and assign them to Midwest;

  -- reject the Off-Airport Lease at the Tucson Airport, on the
     condition that the Agreement with Midwest closes and that
     Midwest is authorized to operate under both the Alamo and
     National tradenames at the assumed Airports.

The Debtors plan to restructure their licensee operations,
increase the fees currently paid by the licensees under the
existing agreements, and provide that the licensee will operate
both the Alamo and National brands.  The Debtors currently
operate under the Alamo brand at the Tucson International
Airport, the Salt Lake City International Airport, the General
Mitchell International Airport in Milwaukee, and the Columbus,
Ohio Airport.  The Debtors intend to transfer the operation of
the Alamo brand at these Airports to Midwest pursuant to the
terms of the Midwest Agreement and a new license agreement.

William J. Burnett, Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, relates that Midwest is a National
licensee and currently operates National's car rental
concessions at 20 car rental facilities throughout the United
States, pursuant to license agreements with National Car Rental
Licensing Inc.  At this time, the Debtors have decided to enter
into an agreement by and between Alamo and ANC, as the Sellers,
and Midwest, as the Purchaser, whereby Midwest will receive the
New License Agreements, and purchase certain assets of Alamo
located at the Airports free and clear of all claims, interests
and liens.  As part of the New License Agreement, Midwest has
also agreed that, at the other locations where Midwest currently
operates a National licensee operation but where Alamo does not
currently operate, Midwest will add the Alamo brand within the
time period set forth in the New License Agreement.

The Agreement provides in pertinent part, that:

  A. Purchase Price:  Midwest will pay the Debtors $2,914,000.
     The Purchase Price will be allocated to each Airport
     facility.  Taxes, real estate rentals, utilities and other
     customarily proratable items will be prorated as of the
     Applicable Closing Date.  The Purchase Price will be placed
     in escrow;

  B. Acquired Assets:  The assets to be sold to Midwest consist
     of certain personal property, fixtures and equipment
     Midwest's obligation to purchase the Acquired Assets is
     dependent on the execution and delivery of the New
     License Agreements;

  C. License Agreements:  Midwest and National Car Rental
     Licensing agree to execute and deliver the New License
     Agreements for each of the Airports;

  D. Vehicles:  Specific provisions of the Midwest Agreement
     address the return of the Debtors' vehicles located at the
     Salt Lake Facility;

  E. Closing:

      * December 5, 2002 for Tucson;

      * December 13, 2002 for Milwaukee; and

      * December 11, 2002 for Salt Lake City;

  F. Transfer Taxes:  The Sale is in contemplation of the
     Debtors' Reorganization Plan and is to be exempt from
     transfer taxes under Section 1146(c) of the Bankruptcy

  G. Bonding and Insurance:  Midwest will meet all applicable
     bonding and insurance requirements with respect to each of
     the Facilities on or before the applicable Closing Date on
     each Facility; and

  H. Escrow:  The $2,914,000 cash payment will be held in escrow
     by a mutually acceptable escrow agent in an interest
     bearing account pending the occurrence of events that would
     cause the escrow to be disbursed.  Until and unless the
     Debtors become entitled to and receive the $2,914,000, the
     sum will not become property of the  Debtors' estates nor
     subject to any prepetition or postpetition claims or liens,
     including but not limited to administrative claims.

The Debtors have determined, at this time, that entering into
the transactions contemplated by the Midwest Agreement is
appropriate and will benefit their estates and their creditors.
Mr. Burnett points out that the Debtors will receive from
Midwest additional fees for the license of rentals made at the
Airports under both the Alamo and National brands and will also
be relieved of the ongoing costs associated with operating the
Alamo brand.  As a result, by entering into the Midwest
Agreement and assuming and assigning the Tucson Concession
Agreement, the Salt Lake City Concession Agreement, the Salt
Lake City Lease and the Milwaukee Concession Agreement, the
Debtors will receive increased revenues and their operations
will be consolidated under related ownership at each Airport.
The Debtors believe that these arrangements will contribute
significant cash flow, as well as provide customers with the
now-familiar dual branded operations at airports throughout the
nation. (ANC Rental Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ARCHDIOCESE OF BOSTON: Gets Local Approval for Chapter 11 Filing
The Finance Council of the Roman Catholic Archbishop of Boston
voted this week allow the RCAB to pursue reorganization under
Chapter 11 of the Federal Bankruptcy Code, if the RCAB
ultimately deems such action necessary to ensure an expeditious
and equitable global settlement for the victims of sexual abuse
by priests of the Archdiocese.  In addition to the approval by
the Finance Council, the RCAB would also require other approvals
before it could file a Chapter 11 case. The RCAB must also seek
approval from the Vatican.  No final determination to file
Chapter 11 has been made at this time.

The Archdiocese of Boston is named as a defendant in scores of
lawsuits alleging sexual abuse by clergy members.  Rumors about
the Archdiocese seeking chapter 11 protection as a way to manage
large judgments on account of more than 400 known claims have
swirled for months.

Earlier this year, attorneys for the archdiocese turned to
Daniel M. Glosband, Esq., at Goodwin Procter, for bankruptcy
counseling.  On the business side, contributions to the church
have fallen sharply this year.

An involuntary petition brought against the church is impossible
because 11 U.S.C. Sec. 303(a) prohibits that.  A couple of
wrinkles in a voluntary chapter 11 filing by the Archdiocese

   (A) as in all mass tort cases, the Bankruptcy Court can't
       liquidate individual tort claims;

   (B) 11 U.S.C. Sec. 1112(c) prohibits conversion of the case
       to a chapter 7 liquidation unless the debtor makes the

   (C) having the words church, sex and bankruptcy appear on
       the front page of the newspaper has to be the ultimate
       PR nightmare;

   (D) lawyers will be scrambling to figure-out what, exactly,
       a "corporation sole" is (Black's defines it as a
       continuous legal personality attributed to successive
       holders of ecclesiastical positions, like bishops), how
       it functions and what import that has in the bankruptcy

   (E) how would the Archdiocese fund a chapter 11 plan?  By
       selling assets (Boston land and tax records indicate
       the church owns 249 pieces of real estate assessed at
       $220 million) or by asking for donations?

   (F) what role would the Holy See and the Holy Father play
       if the Archdiocese sought protection from creditors?
       According to the new "Fundamental Law of the State of
       Vatican City" signed by Pope John Paul II on November
       26, 2000, he possesses the abundance of the
       legislative, implementing and judicial power as head of
       the Vatican State.  Would any judgment against the
       Vatican from any U.S. court ever be enforceable?

Jeffrey A. Newman, Esq., and Roderick MacLeish Jr., Esq., at
Greenberg Traurig, represent more than 200 alleged victims.
They've told Boston newspaper reporters they see no reason for a
bankruptcy filing any time soon.  Aetna and Kemper, the church's
major insurers, can provide $100 million of coverage to the
Archdiocese and Messrs. Newman and MacLeish think a
comprehensive settlement is in the works.

The RCAB reaffirmed this week that it is seeking to establish a
global settlement with all abuse victims, including those who
have already filed claims against it and those that may have
claims that have not yet been asserted.  A global settlement
would serve as an alternative to resolving each case by separate
litigation or negotiation -- an approach that would take many,
many years to complete and would likely produce very
inconsistent results for the victims.  A global settlement, the
church said in a prepared statement, would provide the
opportunity to achieve an expeditious result for all parties
that maximizes the recoveries legally available to all parties
and that assures that all claimants receive equal treatment
based on the harm they have suffered.  In its initial approach
to achieving this goal, the Archdiocese and a mediator have
begun meeting with the group of lawyers representing the many
victims who have filed claims.

"Our goal is to achieve a global settlement for all the victims
which is fair, equitable, and satisfactory to claimants. In
addition, we would like to ensure that all cases are resolved
expeditiously and that the funds available will go to the
victim-survivors instead of into litigation costs," said Donna
M. Morrissey, spokesperson for the RCAB. "We believe a mediated
resolution would be preferable to seeking Chapter 11 protection
and remain hopeful that this process currently underway will be
successful.  However, we feel it is also necessary to carefully
consider the alternative or complementary approach of a Chapter
11 reorganization."

In seeking a global settlement, the Archdiocese went on to say,
the RCAB wants to mitigate these awful events and provide
consistent, equitable and expeditious compensation to the
victims of this abuse.  In addition to a financial settlement,
RCAB has created the Office for Assistance and Healing Ministry
led by Barbara Thorp to listen and respond to the needs of
victim-survivors, who are facing the terrible pain of the
consequences of past sexual abuse, through counseling and other
means of support.  The RCAB, eleven months ago, implemented a
comprehensive new policy that does not allow any priest that we
are aware of that has a single credible allegation of abuse of a
minor to serve in ministry.  The policy also requires that all
parish staff, clergy, employees and volunteers, particularly
those who have custodial responsibility of children, be mandated
reporters so that suspected instances of abuse of children
learned outside of the sacrament of confession are reported
immediately to the appropriate legal and social service
authorities.  The RCAB is currently in the process of training
200,000 adults and children in parishes and schools as part of a
comprehensive educational and abuse prevention program.

Wilson Rogers, Jr., Esq., at The Rogers Law Firm, P.C., serves
as General Counsel to the Roman Catholic Archbishop of Boston.
J. Owen Todd, Esq., at Todd & Weld LLP, and President of the
Massachusetts Trial Lawyers Association, also represents the

ASIA GLOBAL CROSSING: Proposes Asset Sale Bidding Procedures
Asia Global Crossing Ltd., and its debtor-affiliates ask the
Court to approve uniform bidding and auction procedures
governing the sale of substantially all of their assets and
designed to flush-out the highest and best bid for the assets.

Pursuant to a proposed Bidding Procedures Order, these Bidding
Procedures will govern all proceedings relating to the
consideration, qualification and acceptance of Competing Bids,
and the Auction:

  A. Auction Date and Time: The Auction will be held on January
     16, 2003, commencing at 10:00 a.m. at the offices of
     Kasowitz, Benson, Torres & Friedman LLP, 1633 Broadway, New
     York, New York 10019, or at A later time and at an
     alternative location as the Debtors may determine or the
     Court may direct, for consideration of Qualified Bids;

  B. Participation Requirements: Any entity that wishes to make
     a bid for the Acquired Assets must, prior to submitting its
     bid, provide the Debtors with sufficient and adequate
     information to demonstrate, to the satisfaction of the
     Debtors, in consultation with:

     -- any statutory creditors' committee appointed in the
        Debtors' Chapter 11 case; and

     -- the joint provisional liquidators appointed by the
        Supreme Court of Bermuda;

     that the competing bidder:

     -- has the financial capability, experience and ability,
        and is reasonably likely, to consummate the transaction
        proposed within a time frame acceptable to the Debtors
        if the entity is selected as the Successful Bidder; and

     -- can provide all non-debtor contracting parties to the
        Assigned Contracts with adequate assurance of future
        performance as contemplated by Section 365 of the
        Bankruptcy Code.

     Any party satisfying the criteria will be designated as a
     "Qualified Bidder" and will be eligible to submit a
     Competing Bid.  Any Qualified Bidder will be permitted to
     conduct reasonable due diligence for purposes of making a
     Competing Bid, subject to executing a confidentiality
     agreement that is substantially similar to any
     confidentiality agreement executed by Asia Netcom in
     contemplation of the Sale and is otherwise satisfactory, in
     form and substance, to the Debtors;

  C. Competing Bid Requirements: The Debtors will only entertain
     Competing Bids from Qualified Bidders that:

     -- are on substantially the same terms and conditions as
        those terms set forth in the Sale Agreement or present
        the Debtors with an alternative means of maximizing the
        value of its estate;

     -- the Debtors determine, in good faith and on the advice
        of its financial advisors, are not materially
        more burdensome or conditional than the terms of the
        Sale Agreement, and set forth consideration for the
        acquisition of the Acquired Assets that would result in
        the net realization of value to the Debtors' bankruptcy
        estate that is greater than or equal to the sum of:

        a. the value of the consideration for the acquisition of
           the Acquired Assets set forth in the Sale Agreement;

        b. the amount of the Break-up Fee; plus

        c. $5,000,000;

     -- are irrevocable until the earlier to occur of:

        a. the closing of the transaction contemplated by the
           Successful Bid; or

        b. 30 days following the conclusion of the Auction; and

     -- do not request or entitle Qualified Bidders to any
        break-up fees, termination fees, expense reimbursements
        or similar types of payment.

     The documents comprising the Competing Bid will be marked
     to show modifications to the Sale Agreement.  Competing
     Bids will contain an acknowledgment that the offer is not
     conditioned on obtaining financing, due diligence
     investigation, third party consent or any board of
     directors, shareholders or other corporate approval as of
     the Auction Date;

  D. Competing Bid Deadline: Each Competing Bid must be in
     writing and be transmitted by facsimile or hand delivery
     and by e-mail so that Competing Bid is received by these
     parties no later than January 9, 2003, at 4:00 p.m.:

     -- Kasowitz Benson Torres & Friedman LLP
        1633 Broadway, New York, New York 10019
        Attention: Richard F. Casher, Esq.
        Facsimile: 212-506-1800
        Counsel for the AGX Debtors

     -- Lazard Freres & Co. LLC
        30 Rockefeller Plaza, New York, New York 10020
        Financial Advisors for AGX,
        Attention: Alexander F. Stern
        Facsimile: 212-332-4624

     -- Shearman & Sterling
        599 Lexington Avenue, New York, New York 10022
        Attention: Benjamin D. Feder, Esq.
        Facsimile: 212-848-7179
        Attorneys for Asia Netcom

     -- the attorneys for any statutory committee appointed in
        these chapter 11 cases,

     -- the JPLs c/o Deloitte & Touche
        House, Church and Parliament Streets, Hamilton, Bermuda
        Attention: Mark Smith

     -- counsel for the JPLs.

     Parties not submitting Competing Bids by the Bid Deadline
     will not be permitted to participate at the Auction;

  E. Deposit: Competing Bids must be accompanied by a
     $12,000,000 good faith deposit.  Prior to the Bid Deadline,
     a Qualified Bidder's Deposit will be wire transferred to:

        Bankers Trust Company
        ABA 021-001-033
        Account Name: Private Client Group #99401380
        For further credit to account # 320133
        Account Name: Asia Global Crossing Ltd.
        Attn: Rick Stockton/Lutfije Bajrovic

     All deposits will be retained pending the Sale Hearing and
     will be returned at the close of the hearing, except that,
     the Debtors will hold the deposit of the Successful Bidder,
     as determined by the Debtors and approved by the Court, and
     apply the deposit to the applicable purchase price at

  F. Determination and Evaluation of Qualified Bids: A Competing
     Bid that is submitted by a Qualified Bidder and that meets
     the requirements will be deemed a "Qualified Bid."  The
     Asia Netcom Transaction embodied in the Sale Agreement will
     be deemed to constitute a Qualified Bid.  The Debtors will,
     after the Bid Deadline and prior to the Auction, in
     consultation with Kasowitz and Lazard, as well as the
     Committee, the JPLs and any of their respective counsel and
     financial advisors, evaluate all Competing Bids received
     and determine:

     -- which Competing Bids constitute Qualified Bids; and

     -- which Qualified Bid reflects the highest or otherwise
        best offer for the Acquired Assets.

     A Qualified Bid will be valued based on these factors:

     -- the consideration for the acquisition of the Acquired
        Assets set forth in the Competing Bid and the net
        realization of value to the Debtors' bankruptcy estate
        that would be provided by the proposal;

     -- the value of the Acquired Assets, if any, not being

     -- the amount and type of liabilities to be assumed and

     -- the likelihood and timing of consummation of the
        transactions contemplated by the proposal; and

     -- any other factor deemed relevant to the Debtors in
        determining value;

  G. Auction: If the Debtors do not receive at least one
     Qualified Bid from a Qualified Bidder, other than the Asia
     Netcom Bid, no Auction will be conducted.  The Debtors will
     report this failure to the Court at the time of the Sale
     Hearing and, subject only to final Court approval, proceed
     with the Sale of the Acquired Assets to Asia Netcom under
     the Sale Agreement.  If, however, the Debtors receive at
     least one Qualified Bid from a Qualified Bidder, other than
     the Asia Netcom Bid, the Debtors will conduct the Auction.
     Only Qualified Bidders who submit Qualified Bids will be
     eligible to participate in the Auction.  Lazard will
     distribute a copy of each Qualified Bid to each Qualified
     Bidder on or before January 13, 2003 and inform each
     Qualified Bidder of the Pre-Auction Successful Bid and the
     identity of the Qualified Bidder that submitted the bid.
     On or before January 14, 2003, each Qualified Bidder who
     has submitted a Qualified Bid will inform the Debtors
     whether it intends to participate in the Auction.  On or
     before January 13, 2003, the Debtors will inform all
     Qualified Bidders who submitted Qualified Bids of the
     identity of all Qualified Bidders that intend to
     participate in the Auction;

  H. Auction Procedures: Based on the terms of the Qualified
     Bids received by the Debtors, the number of Qualified
     Bidders participating in the Auction and any other
     information as the Debtors determine is relevant, the
     Debtors conduct the Auction in the manner it determines
     will achieve the maximum value for all parties-in-interest.
     The Debtors may adopt rules for bidding at the Auction
     that, in its business judgment, will best promote the goals
     of the process and that are not inconsistent with any of
     the provisions of the Bankruptcy Code, the Bidding
     Procedures or any order of the Court.  In addition, these
     rules will apply at the Auction:

     -- Subsequent Qualified Overbids: Each Qualified Bidder
        will have the right to increase its Qualified Bid at the
        Auction.  All overbids must set forth consideration of
        at least $5,000,000 in excess of, first, the Pre-Auction
        Successful Bid and, thereafter, the immediately
        preceding Subsequent Qualified Overbid;

     -- Credit of Break-up Fee: The cost to the Debtors'
        bankruptcy estate of the Break-up Fee will be considered
        by the Debtors and its advisors in determining the value
        of each Subsequent Qualified Overbid.  Accordingly, Asia
        Netcom will be entitled to credit bid the amount of the
        Break-up Fee towards any Subsequent Qualified Overbid
        made by it at the Auction;

     -- Open Auction: All Subsequent Qualified Overbids made at
        the Auction will be made and received in one room on an
        open basis and all other Qualified Bidders who have
        submitted Qualified Bids will be entitled to be present
        for all bidding at the Auction, with the understanding
        that the true identity of each Qualified Bidder will be
        fully disclosed to all other Qualified Bidders, the
        Debtors, the Committee and the JPLs throughout the
        entire Auction;

     -- Consideration and Rejection of Qualified Bids: No bid
        will be considered by the Debtors at the Auction unless
        a Qualified Bidder have submitted a Qualified Bid in
        accordance with the Bidding Procedures and participated
        in the Auction.  The Debtors, in consultation with its
        advisors, the Committee and the JPLs, may reject at any
        time before entry of an order of the Court approving the
        Successful Bid, any Qualified Bid or Subsequent
        Qualified Overbid that they reasonably and in good faith
        determine is:

        a. not in conformity with the requirements of the
           Bankruptcy Code, the Bankruptcy Rules, the Local
           Bankruptcy Rules of the Court, the Bidding Procedures
           or the terms and conditions of the Bidding Procedures

        b. inadequate or insufficient; or

        c. contrary to the best interests of the Debtors and

     -- Determination of Successful Bid: Immediately prior to
        the conclusion of the Auction, the Debtors, in
        consultation with its advisors, the Committee and the
        JPLs, will:

        a. review each final Qualified Bid or Subsequent
           Qualified Overbid submitted by each Qualified Bidder
           on the basis of:

            * the consideration to be paid for the acquisition
              of the Acquired Assets and the net realization of
              value to the Debtors' bankruptcy estate; and

            * other financial and contractual terms and the
              factors relevant to the Sale process, including
              those factors affecting the speed and certainty of
              consummating the Qualified Bid or Subsequent
              Qualified Overbid; and

        b. identify the highest or otherwise best Qualified Bid
           or Subsequent Qualified Overbid and the Qualified
           Bidder making the Successful Bid and notify all
           Qualified Bidders at the Auction, prior to its
           adjournment, of the name or names of the Successful
           Bidder and the amount and other material terms of the
           Successful Bid.

        The Debtors will promptly notify the Court of the
        identity of the party that has submitted the Successful
        Bid.  In the event of a disagreement, any Qualified
        Bidder, the Committee or the JPLs may seek a review by
        the Court at the Sale Hearing of the Debtors'
        determination of the Successful Bid;

  I. Sale Hearing: AGX will seek approval of the Successful Bid
     at the Sale Hearing;

  J. Acceptance by Debtor of Successful Bid: The Debtors'
     presentation to the Court for approval of the Successful
     Bid does not constitute its acceptance of the proposal.
     The Debtors will be deemed to have accepted a Qualified Bid
     or Subsequent Qualified Overbid only when:

     -- it has declared the offer to be the Successful Bid;

     -- the Successful Bid will have been approved by the Court;

     -- definitive documentation will have been executed in
        respect of the Successful Bid.

  K. Failure of Successful Bidder to Close: In the event that a
     Qualified Bidder who participates in the Auction is the
     Successful Bidder, and the Successful Bidder fails to
     consummate the transaction contemplated by the Successful
     Bid by the applicable closing date, the Successful Bidder's
     deposit will be forfeited, and the Debtors will be free to
     consummate, on no less than two business days' notice to
     the Committee and the JPLs, the transaction contemplated by
     the Qualified Bid or the Subsequent Qualified Overbid
     proposed by the next highest Qualified Bidder at the final
     price bid by the Qualified Bidder at the Auction, the
     Qualified Bid or Subsequent Qualified Overbid being deemed
     to be the Successful Bid without the need for an additional
     hearing or order of the Court; and

  L. Expenses: Each person submitting a Competing Bid will bear
     its own expenses in connection with the Sale of the Assets,
     whether or not the person is the Successful Bidder or the
     Sale of the Acquired Assets ultimately is approved. (Global
     Crossing Bankruptcy News, Issue No. 28; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)

AT&T LATIN AMERICA: Appoints Lawrence E. Young as New CFO
AT&T Latin America (Nasdaq: ATTL), a facilities-based provider
of integrated business communications services in five Latin
American countries, named Lawrence E. Young as chief financial

Young is with AlixPartners, which specializes in corporate
turnaround and restructuring work.  AT&T Latin America recently
announced that it plans to restructure its business and last
week hired AlixPartners as its financial adviser.

"Larry Young is the ideal CFO for us because of his vast
experience in working with companies in financial distress,"
said AT&T Latin America chairman, president and CEO Patricio E.
Northland.  "I am confident he will help us over the next
several months to regain firm financial footing."

Northland said Young will work with current CFO Nelson Murphy
until the end of the month to ensure a smooth transition, at
which time Murphy will leave the company to pursue other

Young has extensive experience with turnaround situations,
having recently served as CFO and chief restructuring officer
for Sunterra Corp., a timeshare developer.  He also served as
CFO for several other public and private companies in similar
turnaround situations.

Before joining AlixPartners, he was a principal with Carpediem
Capital and was a senior manager at Deloitte & Touche
Consulting, where he specialized in the turnarounds of
financially troubled companies.

Young holds an MBA from the Wharton School of Business and an
undergraduate degree from DePauw University.  He is a certified
reorganization accountant.

As reported in Troubled Company Reporter's November 28, 2002
edition, AT&T Latin America retained AlixPartners, LLC as its
financial advisor as it seeks to restructure the company.

AVON PRODUCTS: Will Conduct Investor Conference Call on Tuesday
Avon Products, Inc., (NYSE: AVP) will conduct an investor
conference call on Tuesday, December 10th at 9:00 a.m. New York
time to update investors on the company's 2002 performance and
provide preliminary guidance on the outlook for 2003.

Andrea Jung, chairman and CEO, will host the call along with
other members of senior management.

The call will be webcast live and can be accessed at  It will also be archived on the
Web site for 14 days.

Avon is the world's leading direct seller of beauty and related
products, with approximately $6.0 billion in annual revenues.
Avon markets to women in 143 countries through 3.5 million
independent sales Representatives. Avon product lines include
such recognizable brands as Avon Color, Anew, Skin-So-Soft,
Advance Techniques Hair Care, beComing and Avon Wellness. Avon
also markets an extensive line of fashion jewelry and apparel.
More information about Avon and its products can be found on the
company's Web site

At September 30, 2002, Avon Products' balance sheet shows a
total shareholders' equity deficit of about $62.5 million.

BALL CORP: S&P Assigns BB+ Rating to $1.4BB Sr. Secured Facility
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Broomfield, Colorado-based Ball Corp.'s proposed $1.4
billion senior secured credit facility.

In addition, Standard & Poor's assigned its 'BB' rating to the
company's proposed $200 million senior unsecured notes due 2012.

Standard & Poor's said that it has affirmed its 'BB+' corporate
credit rating on the company. The outlook remains negative.
Proceeds from the senior notes issue and borrowings under the
new credit facility will be used to acquire Schmalbach-Lubeca AG
for approximately $899 million and to refinance approximately
$328 million of Ball's existing bank debt. Total debt pro forma
for the acquisition at Sept. 30, 2002, will be about $1.9

The $1.4 billion credit facility is secured by a first-priority
perfected lien on 100% of the stock of the company's domestic
subsidiaries and 65% of the stock of material foreign
subsidiaries. "Although the banks are somewhat advantaged versus
unsecured obligations", said Standard & Poor's credit analyst
Paul Vastola, "they do not have a direct claim to the material
assets of the company. Therefore, the distress value of the
security package is likely to provide only a measure of
protection in a default scenario". Standard & Poor's noted that
the rating on the bank loan has been based on preliminary terms
and conditions and is subject to review once full documentation
is received.

Standard & Poor's said that its ratings on Ball reflect the
company's solid market positions and stable cash flow
generation, offset by its aggressive financial management.

B/E AEROSPACE: Will Publish Q3 Financial Results on December 17
B/E Aerospace, Inc., (Nasdaq:BEAV) will release its financial
results for the third fiscal quarter prior to the opening of the
Nasdaq Stock Market on Tuesday, December 17.

The company will hold its regular quarterly conference call to
discuss the results at 9:00 a.m. Eastern time on Tuesday,
December 17. To listen live via the Internet, visit the
Investors section of B/E's Web site at
http://www.beaerospace.comand follow the link to "Webcasts."
B/E suggests that you check this link well in advance of the
conference call to ensure that your computer is configured to
receive the webcast.

B/E's third fiscal quarter ended on November 23, 2002.

B/E Aerospace, Inc., is the world's leading manufacturer of
aircraft cabin interior products, and a leading aftermarket
distributor of aircraft component parts. With a global
organization selling directly to the world's airlines, B/E
designs, develops and manufactures a broad product line for both
commercial aircraft and business jets and provides cabin
interior design, reconfiguration and conversion services.
Products for the existing aircraft fleet -- the aftermarket --
provide almost two-thirds of sales. For more information, visit
B/E's Web site at

                           *   *   *

As previously reported, Standard & Poor's assigned a BB+
rating to B/E Aerospace's $150 million credit facility.
However, the international rating agency revised its ratings
outlook to negative following the September 11 terrorist

BIKE ATHLETICS: Collegiate Pacific Delivers Acquisition Proposal
Collegiate Pacific (AMEX:BOO) submitted a proposal to acquire
Bike Athletics valued at approximately $12 million composed of
up to $5 million in payments to the unsecured creditors and the
assumption of approximately $7 million in secured debts.

Michael Blumenfeld, CEO of Collegiate Pacific, stated "We are
submitting a proposal to the unsecured creditor's committee for
Bike Athletics. We believe this proposal is superior to any
existing proposal. Based on a successful due diligence and
approval by our lenders we are prepared to move forward to an
expedited closing. It is our belief that the successful
acquisition of Bike could double our earnings growth for the
next several years."

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

Bike Athletics is a 128 year old company with annual revenues of
approximately $45 million and is currently operating in Chapter
11 bankruptcy.

BRIAZZ: Obtains $450K Financing & Closes Chicago Central Kitchen
Briazz (Nasdaq:BRZZ), the gourmet grab and go cafe chain,
announced today that Flying Food Group, L.L.C., a provider of
in-flight catering services at major international airports in
the United States, and freshly-made food products for grocery
and specialty retail, has loaned Briazz an additional $450,000
to be used for working capital purposes. This loan is due on
demand of FFG and is secured by a pledge of Briazz's assets. FFG
or its affiliates have now loaned Briazz an aggregate of

As part of its previously announced plan to outsource its food
production needs, on November 30, 2002, Briazz, Inc., closed its
central kitchen in Chicago and transferred its food production
operations in Chicago to FFG. "We believe our central kitchens
are underutilized and the outsourcing of the food production in
each of our markets will significantly reduce our operating
expenses in those markets," said Victor D. Alhadeff, Chairman
and CEO of Briazz. "The closure of the Chicago kitchen and
transition of the food production operations to FFG went very
smoothly and we look forward to working with FFG on the
transition in our other markets," continued Mr. Alhadeff. Briazz
expects to close the Los Angeles central kitchen in early
December and the central kitchens in Seattle and San Francisco
by mid-February.

Briazz remains in negotiation with FFG for a food preparation
contract with FFG. There can be no assurance that the
negotiations with FFG regarding food preparation will be
successful, that the transition to a third-party's central
kitchens for food preparation will be successful, or with
respect to the company's remaining central kitchens, that the
transition will be completed.

Briazz has signed a non-binding term sheet with FFG modifying
the previously announced terms. Under the new terms FFG would
invest an additional $1.2 million in Briazz by purchasing senior
secured notes and converting the outstanding demand loans into
the senior notes which initially would mature on June 1, 2003,
and which may be extended upon the occurrence of certain events
including meeting financial goals. Completion of the transaction
is subject to a number of conditions including, but not limited
to, execution of definitive agreements and shareholder approval
of warrants to purchase shares of Briazz' stock that would be
issued in connection with the transaction or waiver of these
shareholder approval requirements by Nasdaq. If completed,
Briazz would grant FFG warrants to purchase in excess of 60% of
Briazz's common stock for $2.0 million. This percentage would
decline to approximately 40% if Briazz is able to raise an
additional $4.0 million in equity capital by a mutually agreed
upon timeframe. As discussed earlier, FFG would be granted
registration rights with respect to any shares issued on
exercise of the warrants. FFG would also have the right to
nominate up to five members of the eight-member board (which
currently includes three vacancies), declining to four if Briazz
secures the additional $4.0 million in equity capital. There can
be no assurance that Briazz will be able to negotiate financing
terms with FFG favorable to the company, or at all. There can be
no assurance that the negotiations with the investor will be
successful or that the offering will be completed.

None of the securities described herein have been registered
under the Securities Act of 1933, as amended, and none of the
securities described herein will be registered under the
Securities Act. None of the securities described herein may be
offered or sold in the United States or to, or for the account
or benefit of, U.S. persons absent registration or an applicable
exemption from registration requirements.

With its first cafe opened in Seattle in 1995, Briazz now
operates 46 cafes near heavy concentrations of office buildings
in Chicago, Los Angeles, San Francisco and Seattle. Providing
gourmet foods to on-the-go consumers through company-operated
cafes, box lunch delivery, corporate accounts and selected
wholesale accounts, Briazz features high quality, high taste
sandwiches, soups and salads as well as baked goods, fruit and
coffee. At September 29, 2002, the Company's balance sheet shows
a working capital deficiency of about $2 million.

BRIGHTPOINT: Enters into Distribution Agreement with Logitech
Brightpoint, Inc. (NASDAQ:CELL) -- whose corporate credit is
currently rated by Standard & Poor's at B -- announced that its
subsidiary, Brightpoint North America L.P. has entered into a
distribution agreement with Logitech, Inc. (NASDAQ:LOGI). Under
the Agreement, Brightpoint will provide distribution solutions
for Logitech's product lines, which include a variety of
personal interface products and wireless communication

Founded in 1981, Logitech designs, manufactures and markets
personal interface products that provide people with easy access
to the digital world. Logitech's product family includes digital
imaging devices such as webcams, mice and trackballs, keyboards,
headsets and speakers, interactive gaming devices and 3D

Brightpoint is one of the world's largest distributors of mobile
phones. Brightpoint supports the global wireless
telecommunications and data industry, providing quickly
deployed, flexible and cost effective third party solutions.
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other
outsourced services that integrate seamlessly with its
customers. Additional information about Brightpoint can be found
on its Web site at

BROADWAY TRADING: Asks Court to Extend Exclusivity Until April 7
BT Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their Exclusive Periods.  The Debtors tell the Court that the
initial 120 and 180-day Exclusive Periods granted under 11
U.S.C. Sec. 1121 are unrealistic in their cases.  The Debtors
want to maintain their exclusive right to file a chapter 11 plan
until April 7, 2003, and until June 4, 2003, to solicit
acceptances of that plan from their creditors.

The Debtors submit that their cases are sufficiently complex to
warrant extending the Exclusive Periods.  Although Debtors had
planned on selling substantially all of their assets within the
first 120 days of these cases, circumstances required that
Debtors expedite their sale negotiations to avoid losing all
value in the assets. Debtors and their professionals worked
tirelessly during the first 60 days of these cases negotiating

     (1) Schonfeld, the purchaser of Debtors' assets;

     (2) Instinet, the Debtors' clearing agency; and

     (3) Debtors' creditors, to maximize the value the estate
         would receive from the sale of the Debtors' assets.

These negotiations resulted in the successful sale of
substantially all of the assets of the Debtors to Schonfeld. The
Debtors believe that only when this sensitive sale process is
complete could Debtors turn their attention to formulating a
plan of reorganization.  Therefore, extending the Exclusive
Period is warranted.

The primary services of the Company are provided by BTLLC. BTLLC
is an "introducing broker" which provides customers with stock
quote information and Internet trading capability through the
Mach(TM) platform software. William F. Gray, Esq. at Torys LLP
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, it listed an
assets and debts of between $10 to $50 million.

CHARLES JOURDAN: Taps Keen Realty to Assist in Asset Liquidation
Charles Jourdan, USA Inc., the upscale shoe and accessory
retailer, has filed an application to retain Keen Realty, LLC to
assist in the disposition of the company's U.S. retail

Keen Realty is a real estate firm specializing in restructuring
retail real estate and lease portfolios and selling excess
assets. Charles Jourdan, USA Inc., filed for Chapter 11
bankruptcy court protection on October 18, 2002.

"We have fantastic locations available in some of the country's
premier shopping areas," said Craig Fox, Keen Realty's Vice
President. "The locations include 612 Madison Avenue (between
57th and 58th Streets) and 155 Spring Street (SoHo) in New York
City, Collins Avenue in Bal Harbour, FL, Worth Avenue in Palm
Peach, FL and Rodeo Drive in Beverly Hills, CA. We are
encouraging prospective purchasers to put in their bids
immediately as our time frame for marketing these properties is
extremely short." The retail sites range in size from 1,300+
square feet to 2,400+ square feet.

For over 20 years, Keen Consultants, LLC has had extensive
experience solving complex problems and evaluating and selling
real estate, leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with over 130 clients nationwide, evaluated and disposed of over
180,000,000 square feet square of properties, and repositioned
nearly 9,000 stores across the country.

Companies that the firm has advised include: Rodier Paris,
Country Road Clothing, Northern Reflections, Edison Bros.,
Cosmetic Center, Caldor, Cumberland Farms, Fayva Shoe, Herman's
Sporting Goods, Merry-Go-Round, Neiman Marcus, Petrie Retail,
and Woodward & Lothrop. Most recently Keen has sold over $125
million of excess properties for Family Golf Centers, $80
million of excess properties for Service Merchandise, raised
approximately $5 million for Filene's Basement, $4 million for
CODA/Jeans West, and raised $5.5 million for Learningsmith Inc.
In addition to Charles Jourdan, other current clients include:
Warnaco Retail, Arthur Andersen, The Sweet Factory, Cooker
Restaurant, and Footstar.

For more information regarding the sale of the Charles Jourdan
locations, please contact Keen Realty, LLC, 60 Cutter Mill Road,
Suite 407, Great Neck, NY 11021, Telephone: 516-482-2700, Fax:
516-482-5764, e-mail:, Attn: Craig Fox.

CHART INDUSTRIES: Will Close U.K. Heat Exchanger Operations
Chart Industries, Inc., (NYSE:CTI) has decided to close its
Wolverhampton, U.K. heat exchanger manufacturing facility and
consolidate all heat exchanger manufacturing in its La Crosse,
Wisconsin facility. Under U.K. law, the Company will enter into
a 90-day consultation period with Trade Unions, commencing
December 4, after which the decision is anticipated to become
effective and an orderly closure will commence. Chart will
maintain a heat exchanger product sales team in the U.K. to
continue to support its European and other international
customers' requirements for new equipment and after-sales
support. This action is part of Chart's overall restructuring
plan, which was announced in the third quarter of 2002.

The worldwide heat exchanger market has been suffering from soft
demand for several years. Although recent improvements in the
market have occurred and increased demand is expected in the
next several years, worldwide market conditions are not likely
to improve to a level to alleviate the significant excess
capacity in the industry. This excess capacity has forced the
industry to operate all of its manufacturing facilities at low
volumes and has depressed prices to extremely low levels.

Arthur S. Holmes, Chairman and Chief Executive Officer of Chart
Industries, stated, "Manufacturing operations at Wolverhampton
will continue for several more months as we complete our
existing backlog of orders at that location. We expect that our
Wolverhampton backlog will be completed by the end of the first
quarter next year. Beginning today, orders received by the sales
team in Wolverhampton will be scheduled for manufacture in our
La Crosse, Wisconsin heat exchanger manufacturing facility."

Mr. Holmes continued, "We are notifying all of our worldwide
customers and suppliers of these plans and will continue to keep
them informed of our progress with these activities. The Company
deeply regrets the loss of employment for the affected U.K.
workers. The Wolverhampton workforce has a long tradition of
manufacturing quality products. However, this consolidation is
necessary in light of the prolonged and unprecedented market
downturn and the need to improve Chart's financial performance."

John T. Romain, President of Chart's Energy and Chemicals Group,
stated, "We regret the impact this will have on our
Wolverhampton employees, but we are looking forward to serving
the worldwide heat exchanger market from our first-class
manufacturing facility in La Crosse, Wisconsin. We have
diligently worked over the past few years to integrate the best
ideas from both manufacturing facilities, enabling us to provide
consistent high-quality heat exchangers meeting all of our
customers' needs from either location. This consolidation will
enable us to manufacture all of our heat exchanger products in
La Crosse on an overall lower fixed-cost base. We are confident
that our customers will benefit from this change."

The Company expects to record one-time cash and non-cash charges
totaling approximately $4.0 million against earnings in the
fourth quarter of 2002 to cover severance and other costs
related to the closure of the Wolverhampton facility. Management
anticipates that the annual savings from the elimination of
excess capacity should recover the one-time closing costs in
approximately two years. Additional cash proceeds are expected
upon the ultimate sale of the related Wolverhampton assets. The
Company expects to be able to maintain its market position in
the geographic areas served by the Wolverhampton sales team,
although a short-term decline in orders may be experienced.

In the third quarter of 2002, Chart requested approval from its
lenders to proceed with the third phase of its restructuring
plan. The Wolverhampton facility was one of several
manufacturing facilities the Company had identified for closure.
The Company continues to await approval for the closure of the
remaining facilities. When approved, these closures will result
in further restructuring expenses, but will provide operating
savings which are anticipated to recoup the expenses in less
than 18 months.

Mr. Holmes concluded, "We are very pleased the Company has
received approval from its lenders to commence with the closure
of this facility. We have put forth a great deal of effort
identifying restructuring actions that will help improve the
Company's operations and look forward to having the opportunity
to implement them. We are confident these actions will
ultimately lead to improved shareholder value."

Chart Industries, Inc., is a leading global supplier of standard
and custom-engineered products and systems serving a wide
variety of low-temperature and cryogenic applications.
Headquartered in Cleveland, Ohio, Chart has domestic operations
located in 11 states and international operations located in
Australia, China, the Czech Republic, Germany and the United

For more information on Chart Industries, Inc., visit the
Company's Web site at

                         *    *    *

As reported in Troubled Company Reporter's November 6, 2002
edition, Chart Industries admitted they're actively pursuing
several financial restructuring initiatives in order to improve
the Company's financial condition and reduce its leverage. This
includes a potential substantial equity investment in the
Company. "[W]e are in advanced negotiations with one investor
group toward that end. We are also considering alternatives with
our senior lenders regarding a restructuring of the Company's
outstanding senior debt."

"[We are] hopeful that we will reach agreement on an equity
investment and/or debt restructuring in the fourth quarter of
2002. At the same time, we have advanced the possible sale of
several non-core assets, the proceeds from which will be used to
reduce debt."

CHARTER COMMS: Names Margaret Bellville as New EVP of Operations
The appointment of Margaret A. "Maggie" Bellville to Executive
Vice President of Operations for Charter Communications Inc.,
(Nasdaq:CHTR) was announced by Carl Vogel, President and CEO. In
her new role at Charter, Ms. Bellville will have responsibility
for all company field operations, as well as marketing,
programming and customer care.

In making the announcement, Mr. Vogel said, "We're very
fortunate to have recruited this proven leader in
telecommunications back to the operating side of the cable
television business. With more than 20 years of broad-based
experience in operations, business development, marketing and
sales, Maggie will actively participate with me and others on
our senior management team in taking Charter to the next level
of success by driving revenue and cash flow, maximizing
efficiencies, improving customer care, and targeting our
messages to customers and non-customers alike."

Ms. Bellville was previously President and CEO of Incanta, Inc.,
a start-up technology-based streaming content company based in
Atlanta. She was recruited in 1995 by Cox Communications, Inc.,
the nation's fourth-largest cable television company, as Vice
President of Operations, and advanced over six years to
Executive Vice President of Operations with responsibility for
that company's three operating divisions, marketing, advertising
sales, customer care, research & analysis, business services,
and business operations. Ms. Bellville began her career in cable
television in 1993 with the former Century Communications as
Senior Vice President of that company's largest operating
division in Los Angeles. From 1986 to 1993, Ms. Bellville served
in a variety of management positions with the former GTE
Wireless/Contel Cellular, Inc.

A graduate of the State University of New York at Binghamton
with a B.A. in Social Science, Ms. Bellville also is a graduate
of the Harvard Business School, Advanced Management Program.

Ms. Bellville has received numerous professional honors and
distinctions, including being named among the Top 10 Women in
Business in Atlanta; "Woman of the Year" by the California
Chapter of Women In Cable; "Woman to Watch" by the Atlanta
Chapter of Women in Cable; and "Woman of the Year," a national
award by Women in Cable. She has served on the Executive
Committee and Board of Directors of the California Cable
Television Association, the Board of Directors of Cable
Positive, and the Board of Directors of the Women In Cable and
Telecommunications Foundation. Ms. Bellville also served as an
advisor to the National Cable and Telecommunications Association
Task Force on Diversity.

Charter Communications Inc., A Wired World Company(TM), is the
nation's third-largest broadband communications company,
currently serving more than 6.7 million customers in 40 states.
Charter provides a full range of advanced broadband services to
the home, including cable television on an advanced digital
video programming platform marketed under Charter Digital
Cable(R) and high-speed Internet access marketed under the
Charter Pipeline(R) brand. Commercial high-speed data, video and
Internet solutions are provided under the Charter Business
Networks(TM) brand. Advertising sales and production services
are sold under the Charter Media(TM) brand. More information
about Charter can be found at

                         *    *    *

As reported in Troubled Company Reporter's October 31, 2002
edition, Moody's Investors Service downgraded the debt ratings
of Charter Communications Inc., and its indirect subsidiary
Charter Communications Holdings. The ratings are still under
review for possible downgrade.

   Rating Actions                       From             To

Charter Communications Inc.

* Convertible Senior Debt                B3             Caa2

* Shelf Registration                   (P)B3/          (P)Caa2/
  for prospective                     (P)Caa1/         (P)Caa3/
  Senior/Subordinated/Preferred       (P)Caa2          (P)Ca

* Senior Unsecured Issuer Rating         B3             Caa2

* Senior Implied Rating                  Ba3             B1

* Liquidity Rating - SGL-2 (unchanged);

Charter Communications Holdings, LLC

* Senior Debt                            B2              B3

Charter Communications Operating, LLC

* Senior Secured Bank Debt               Ba3             B1

CC VIII Operating, LLC

* Senior Secured Bank Debt               Ba3             B1

Falcon Cable Communications, LLC

* Senior Secured Bank Debt               Ba3             B1

CC VI Operating, LLC

* Senior Secured Bank Debt               Ba3             B1

CC V Holdings, LLC (formerly Avalon Cable LLC)

* Senior Unsecured Debt                     B2 (unchanged)

Renaissance Media Group LLC

* Senior Unsecured Debt                     B2 (unchanged)

The rating action reflects the company's disappointing operating
performance. Moody's believed that cash flow growth will
fall below expectations with respect to affecting targeted
deleveraging and balance sheet strengthening by 2004. However,
liquidity profile can still be characterized as good as the
company's still expects to be in compliance with covenants.

CHILDTIME LEARNING: Fails to Satisfy Nasdaq Listing Guidelines
Childtime Learning Centers, Inc., (Nasdaq: CTIM) has received
notice of the determination by the Nasdaq Listing Qualifications
Department that, absent an appeal by the Company, the Company's
securities are subject to delisting from The Nasdaq SmallCap
Market on December 11, 2002, because of the failure to file the
Company's Form 10-Q for the period ended October 11, 2002, as
required for continued inclusion by Marketplace Rule
4310(C)(14).  As a result of the Company's filing delinquency,
trading symbols for the Company's securities will be changed
from CTIM to CTIME at the opening of business on December 5,

The Company intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff determination.  During
the pendency of the appeal process, the Company's securities
will remain listed on The Nasdaq SmallCap Market.  Although
there are no assurances that an appeal by the Company would be
successful, the Company is currently in the process of preparing
the Company's Form 10-Q for the period ended October 11, 2002,
as required for continued inclusion on The Nasdaq SmallCap
Market by Marketplace Rule 4310(C)(14).

Childtime Learning Centers, Inc., of Farmington Hills, MI
acquired Tutor Time Learning Systems, Inc. on July 19, 2002 and
is now the nation's third largest publicly traded child care
provider with operations in 30 states, the District of Columbia
and internationally.  Childtime Learning Centers, Inc., has over
7,500 employees and provides education and care for over 50,000
children daily in over 450 corporate and franchise centers

Childtime Learning's total working capital deficit as of
July 19, 2002, tops $16.5 million.

COLORADO FARM: S&P Hatchets Financial Strength Ratings to BBpi
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Colorado Farm Bureau
Mutual Insurance Co., to 'BBpi' from 'BBBpi' because of its weak
operating performance, high geographic concentration, and
relatively high catastrophe exposure.

"Partially offsetting these negative factors is the company's
strong policyholders' surplus," noted Standard & Poor's credit
analyst Darryl Brooks. However, the overall level of surplus has
been erratic over the past five years.

Colorado Farm Bureau Mutual Insurance Co., is a regional
property and casualty insurer licensed in and operating only in
Colorado. The company writes commercial and private passenger
automobile insurance as well as farmowners and homeowners multi-
peril coverage. The company is headquartered in Englewood,
Colorado and commenced operations in 1950.

CONSECO FINANCE: S&P Lowers L-T & S-T Counterparty Ratings to D
Standard & Poor's Ratings Services lowered the long-term and
short-term counterparty credit ratings on Conseco Finance Corp.
to 'D' from 'CCC-' and 'C', respectively.

"The downgrade is based on the company's announcement that it
missed $4.7 million in payments related to guaranteed portions
of its manufactured housing securitization trusts," said credit
analyst Daniel Martin.

Furthermore, Conseco announced its intention to suspend all such
guarantee payments relating to manufactured housing trusts until
the restructuring of its manufactured housing business has been

Based in St. Paul, Minnesota, Conseco Finance Corp. is a
subsidiary of Conseco Inc.

CONSOLIDATED STEEL: Case Summary & 20 Largest Unsec. Creditors
Debtor: Consolidated Steel, Inc.
        18320 Breezy Point Road
        Wayzata, Minnesota 55391

Bankruptcy Case No.: 02-84402

Type of Business: Dismantles and sells for scrap various pieces
                  of equipment, primarily from the mining and
                  oil and gas industries.

Chapter 11 Petition Date: November 30, 2002

Court: District of Minnesota

Judge: Nancy C. Dreher

Debtors' Counsel: William I. Kampf, Esq.
                  Kampf & Associates, P.A.
                  901 Foshay Tower
                  821 Marquette Avenue
                  Minneapolis, Minnesota 55402
                  Tel: 612-339-0522

Total Assets: $1,528,109

Total Debts: $1,565,692

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Manpower Intl                                         $992,000
Attn: Jill Magelssen
Box 68-6003
Milwaukee WI 53267
Tel: 320-251-1924

RDO Equipment                                         $284,000
12500 Dupont Ave S
Burnsville MN 55337
Tel: 952-890-8880

Kelly Services                                        $175,000

United Rental                                         $110,160

Faegre & Benson                                        $41,426

Beaverbuilt Inc.                                       $34,200

Red River Welders Supply                               $24,868

Praxair Distribution Inc.                              $21,193

Waste Management/United Accts                          $16,543

Thrifty Equipment Rental                               $15,472

Gordon & Rita's Do It Best                              $6,765

Vallen Safety Supply Co.                                $6,387

Lurie Besikof Lapidus & Co.                             $5,132

Reynolds Welding Supply                                 $4,182

LaBounty                                                $3,888

The Rent-All Place                                      $3,596

West River Telecommunications                           $2,946

Cenex of Minot                                          $2,906

Dakota Fire Station                                     $2,490

Ziegler                                                 $2,070

COVANTA ENERGY: Proposes Aviation Business Sale Bidding Protocol
In the event that an Auction is required to pursue the sale of
the Aviation Assets, Covanta Energy Corporation and its debtor-
affiliates propose to implement these Bidding Procedures:

A. Due Diligence.  Each potential bidder will deliver an
   executed confidentiality agreement in form and substance
   satisfactory to the Debtors.  Only those potential bidders
   whom the Debtors believe, in their reasonable discretion, are
   likely to be able to consummate their proposed bid within a
   time frame acceptable to the Debtors if selected will be
   provided access to due diligence materials;

B. Bid Deadline.  Bids for the Aviation Assets must conform to
   the requirements set forth herein and must be submitted to
   Covanta Energy Corporation, 40 Lane Road, Fairfield, New
   Jersey 07007 so as to be received on or before 4:00 p.m.
   (Prevailing Eastern Time) on January 9, 2003.  Copies of the
   complete bids must be submitted to (a) Cleary, Gottlieb,
   Steen & Hamilton, (b) Chilmark Partners, (c) counsel to the
   co-agents for the prepetition lenders and the debtor-in-
   possession lenders, O'Melveny & Myers, (d) counsel to the
   Committee, Arnold & Porter, and (e) counsel to the informal
   committee of holders of 9.25% debenture holders, Akin, Gump,
   Strauss, Hauer & Feld, LLP, so as to be received on or
   before the Bid Deadline.  Bids received after the Bid
   Deadline cannot be considered by the Debtors.  The Bid
   Deadline may not be extended, except by further Court order;

C. Qualified Bid.  Only those bids that satisfy the criteria
   will qualify for consideration by the Debtors.  The
   Acquisition Agreement will be deemed to be a Qualified Bid
   and Allied Aviation will be deemed a Qualified Bidder.

   The qualifying criteria are:

   (a) Each bid must be made by a person or persons or an entity
       or entities satisfying the conditions described in this

   (b) Each bid must be submitted in a writing signed by the
       Qualified Bidder and must include a proposed acquisition
       agreement, signed by the Qualified Bidder, including
       price, conditions and covered assets, that is not less
       specific than the Acquisition Agreement.  The bid must be
       accompanied by a copy of the Acquisition Agreement,
       together with any Exhibits and Schedules related thereto,
       marked to show any amendments and modifications that the
       Qualified Bidder proposes;

   (c) Only those bids that the Debtors determine, in their
       reasonable discretion, have a value -- taking into
       account the burdens and conditions associated with the
       proposal -- greater than or equal to the sum of:

       (1) the value, as reasonably determined by the Debtors,
           of Allied Aviation's offer, which must account for
           Allied Aviation's agreement to waive any and all
           claims against the Debtors arising from the
           Prepetition Agreement, plus

       (2) the amount of the Break-Up Fee, plus

       (3) in the case of an initial Qualified Bid, $250,000,
           net of the Break-Up Fee, and in the case of any
           subsequent Qualified Bids, $100,000, net of the
           Break-Up Fee, over the preceding Qualified Bid, will
           be considered Qualified Bids;

   (d) Each bid must be accompanied by satisfactory evidence of
       committed financing or other ability to perform;

   (e) Each bid must include a commitment to consummate the
       proposed sale within no more than 15 days after entry of
       an order by the Bankruptcy Court approving the purchase,
       subject to receipt of any necessary governmental
       regulatory approval, which approval must be obtained
       within 60 days after entry of order;

   (f) Each bid must be accompanied by a deposit equal to or
       greater than $2,000,000 in cash or in other form of
       immediately available U.S. funds.  The Debtors reserve
       the right to condition their acceptance of any bid on the
       provision of an additional deposit or some other form of
       financial assurance acceptable to the Debtors -- the
       Additional Deposit;

   (g) Each bid must have a cash component of at least an amount
       sufficient to satisfy 100% of the Break-Up Fee;

   (h) Each bid will remain open and be irrevocable in
       accordance with its terms through the hearing to consider
       approval of the Acquisition Agreement and the transaction
       contemplated therein;

   (i) Qualified Bid will not be:

       (1) subject to a condition based on the outcome of due
           diligence, or similar review, or corporate approval;

       (2) subject to procurement of financing or funding of
           financing; and

       (3) subject to conditions, representations or terms that
           are commercially unreasonable; and

   (j) Only those persons or entities that the Debtors
       determine, in their reasonable discretion, could satisfy
       the criteria of the Port Authority for fuel service
       operators at the airports where the Aviation Assets
       provides its services will be considered Qualified

D. The Auction.  If there is more than one Qualified Bid, the
   Debtors will hold an auction at the United States Bankruptcy
   Court for the Southern District of New York, Alexander
   Hamilton, U.S. Custom House, Courtroom 601, One Bowling
   Green, New York, New York 10004-1408 beginning on January 15,
   2003 at 10:00 a.m.

   (a) If there is competitive bidding, bidding at the Auction
       will be in increments of at least $100,000, net of the
       Break-Up Fee, or in increments as required by the
       Debtors. No matching bids will be permitted.  Only
       Qualified Bidders will be permitted to submit bids at the

   (b) During the Auction, the Debtors may disclose to the
       Qualified Bidders and the counsels of the Lenders, the
       Committee, the 9.25% Committee and the Port Authority,
       the key terms and conditions of the bids of all other
       Qualified Bidders as such bids are made at the Auction;

   (c) The Debtors may adopt rules at any stage of the bidding
       process, that, in their business judgment, will best
       promote the goals of the bidding process and that are not
       inconsistent with any of the provisions of the bidding
       procedures, the Bankruptcy Code, or any order of the
       Court entered in connection herewith;

E. Selection of Successful Bid.  As soon as practicable during
   or after the Auction, the Debtors, after consulting with
   their financial advisors, the Committee, the Lenders and the
   9.25% Committee, will:

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

   (b) identify the Qualified Bid or Qualified Bids submitted at
       the Auction to be acceptable and to be the highest or
       best offer or offers for the Aviation Assets;

F. If the Debtors do not receive any Qualified Bids other than
   the Acquisition Agreement, the Debtors will file a notice
   with the Court and will proceed with the Proposed Sale
   pursuant to the terms of the Acquisition Agreement;

G. Initial and Additional Deposits.  After notification that a
   Qualified Bidder is a Successful Bidder, its Initial Deposit
   and any Additional Deposit will be non-refundable.  Each
   Initial Deposit and Additional Deposit, plus interest,
   received by the Debtors will be maintained in an interest-
   bearing account and be subject to the jurisdiction of the
   Court.  The Initial Deposit and any Additional Deposit will
   be applied by the Debtors against the purchase price to be
   paid by the Successful Bidder at the closing of the
   transaction approved by the Court.  If Allied Aviation is not
   the Successful Bidder, a portion of the Initial Deposit of
   the Successful Bidder will be used to pay the Break-Up Fee,
   if payable.  Promptly after the closing of a transaction
   pursuant to a Successful Bid, the Debtors will return to each
   unsuccessful Qualified Bidder, its Initial Deposit and any
   Additional Deposit, together with any interest paid thereon,
   if any, submitted by the unsuccessful Qualified Bidder;

H. Sale Hearing.  The Debtors will seek approval of the
   Successful Bid at a hearing immediately after the conclusion
   of the Auction on January 15, 2003.  At the Hearing, the
   Debtors may seek entry of an order, among other things,
   authorizing and approving the proposed transaction with the
   Successful Bidder, as determined by the Debtors in accordance
   with the Bidding Procedures, pursuant to the terms and
   conditions set forth in the Successful Bid.  If the Auction
   is not held on the date set forth herein, or a Successful
   Bidder is not selected, the January 15 Hearing may be
   adjourned or rescheduled.  The Debtors will be deemed to
   have accepted a Qualified Bid only when the Qualified Bid is
   declared the Successful Bid by the Debtors and has been
   approved by the Court at a hearing and when documentation is
   delivered to the Debtors that, if executed, would
   contractually obligate the Successful Bidder to the terms of
   the Qualified Bid;

I. In the event that the Successful Bidder does not consummate
   the transaction approved by the Court, the Debtors will not
   be required to hold another auction.  The Qualified Bidder
   that submitted the next to highest or best offer will
   automatically become the new Successful Bidder and the
   Debtors will be authorized, but not required, to consummate a
   transaction with such new Successful Bidder pursuant to the
   terms of such bid, without further notice.  In the event that
   the new Successful Bidder does not consummate the transaction
   approved by the Court, the process will repeat so long as
   any Qualified Bidders remain. (Covanta Bankruptcy News, Issue
   No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)

CREDIT STORE: Signs-Up Zuckerman Spaeder as Litigation Counsel
The Credit Store, Inc., asks the U.S. Bankruptcy Court for the
District of South Dakota for permission to employ the law firm
of Zuckerman Spaeder, LLP as its litigation counsel.  The Debtor
wishes to continue Zuckerman Spaeder's retention in connection
with two class action lawsuits against their estates:

(A) Barnett v. Experian Information Solutions, et al.

     On August 25, 2000, the Debtor was named as a co-defendant
     in an action brought on behalf of a class of debtors in the
     United States District Court for the Eastern District of
     Texas. The plaintiffs are seeking unspecified actual
     damages, treble damages under RICO, punitive damages, and
     statutory damages of up to $500,000 under the Fair Debt
     Collection Practices Act. Currently, a motion for class
     certification and motions to dismiss are pending before the

(B) Maugeri v. The Credit Store, Inc., et al.

     October 20, 2000, the Debtor was named in an action brought
     on behalf of California debtors filed in the Superior Court
     for the State of California, San Diego County.  The
     plaintiffs seek damages and injunctive relief barring the
     Debtor from offering its credit card program to debtors
     whose debt is out-of-statute and/or cannot be reported on a
     credit bureau as bad debt.

Zuckerman Spaeder will provide professional services with
respect to:

  a) Representing the Debtor in litigation, including analysis
     and research, discovery, motion practice, settlement
     negotiations, and, if necessary, trial;

  b) Assisting the Debtor in negotiating and litigating, as
     necessary, with all parties in interest in the class action
     litigation; and

  c) Performing all other legal services for the Debtor that may
     be necessary in litigation.

The Debtor maintains a Bankers' Professional Liability Policy
with American International Specialty Lines Insurance Company.
Under the Policy, Zuckerman Spaeder will submit its bills for
fees and expenses incurred in representing Debtor directly to
American International without the necessity of filing a fee
application with the Court and obtaining court approval of the
fees and expenses.  Thus, the estate will not bear any costs
associated with the legal services provided to the Debtor by
Zuckerman Spaeder.

Graeme W. Bush, Esq., a partner with the firm Zuckerman Spaeder
tells the Court that the Firm will charge for its legal services
on an hourly basis with its ordinary and customary hourly rates.
Mr. Bush however, did not disclose the Firm's customary hourly

The Credit Store, Inc., is primarily in the business of
providing credit card products to consumers who may otherwise
fail to qualify for a traditional unsecured bank credit card.
The Company filed for chapter 11 protection on August 15, 2002.
Clair R. Gerry, Esq., at Stuart, Gerry & Schlimgen, LLP and Mark
E. Andrews, Esq., Patrick J. Neligan Jr., Esq., at Neligan
Stricklin, LLP represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $68 Million in assets and $69 Million in

CWMBS: Fitch Downgrades Various Bonds to Low-B and Junk Levels
Fitch Ratings takes rating action on the following CWMBS
Countrywide Home Loans mortgage pass-through certificates:

                  CWMBS 2000-2

-- Class B-3, rated 'BB' is placed on Rating Watch Negative;

-- Class B-4 downgraded to 'CCC' from 'B'.

            CWMBS 2000-4 (Alt 2000-1)

-- Class B-3 downgraded to 'BB-' from 'BB' and placed on Rating
   Watch Negative;

-- Class B-4 downgraded to 'C' from 'B'.

            CWMBS 2001-4 (Alt 2001-3)

-- Class B-3 downgraded to 'B' from 'BB' and placed on Rating
   Watch Negative;

-- Class B-4 downgraded to 'D' from 'B'.

            CWMBS 2001-8 (Alt 2001-5)

-- Class B-3, rated 'BB', is placed on Rating Watch Negative;

-- Class B-4 downgraded to 'CC' from 'B'.

                CWMBS 2001-14

-- Class B-3 downgraded to 'B' from 'BB' and placed on Rating
   Watch Negative;

-- Class B-4 downgraded to 'C' from 'B'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the Nov. 25, 2002

CWMBS 2000-2 remittance information indicates that 6.19% of the
pool is over 90 days delinquent, and cumulative losses are
$463,186 or 0.14% of the initial pool. Class B-4 currently has
0.44% of credit support and class B-3 currently has 1.55% of
credit support remaining.

CWMBS 2000-4 (Alt 2000-1) remittance information indicates that
6.21% of the pool is over 90 days delinquent, and cumulative
losses are $1,227,560 or 0.42% of the initial pool. Class B-4
currently has 0.02% of credit support and class B-3 currently
has 1.42% of credit support remaining.

CWMBS 2001-4 (Alt 2001-3) remittance information indicates that
5.95% of the pool is over 90 days delinquent, and cumulative
losses are $684,269 or 0.34% of the initial pool. Class B-4
currently has 0.00% of credit support and class B-3 currently
has 0.70% of credit support remaining.

CWMBS 2001-8 (Alt 2001-5) remittance information indicates that
5.46% of the pool is over 90 days delinquent, and cumulative
losses are $537,579 or 0.27% of the initial pool. Class B-4
currently has 0.18% of credit support and class B-3 currently
has 0.76% of credit support remaining.

CWMBS 2001-14 remittance information indicates that 5.71% of the
pool is over 90 days delinquent, and cumulative losses are
$318,401 or 0.15% of the initial pool. Class B-4 currently has
0.31% of credit support and class B-3 currently has 0.73% of
credit support remaining.

ENCOMPASS SERVICES: Wins Nod to Continue Cash Management System
Ordinarily, Encompass Services Corporation operates over 200
business units with a decentralized cash management approach.
Here, Encompass' Corporate Treasury Department maintains two
concentration accounts and two controlled disbursement accounts
to control receipts and disbursements to all of the individual
business unit accounts.  Each of the Debtors' business units
that is geographically located within a market serviced by
either Bank of America or JP Morgan Chase maintains accounts at
one of these banks.  Those business units outside of these
banks' market areas use other banking institutions.  For the
record, of the 420 Bank Accounts maintained by the Debtors at
various banks and financial institutions across the country, 200
are maintained at Bank of America, 35 at JP Morgan Chase, and
185 at various other institutions.

According to Lydia T. Protopapas, Esq., at Weil, Gotshal &
Manges LLP, in Houston, Texas, the disbursements for the
accounts payable are funded from controlled disbursement
accounts that have been established at either Bank of America or
JP Morgan. These accounts are zero balance accounts that are
funded either from Corporate Treasury's concentration accounts
or by drawing down on the Debtors' line of credit as checks are
presented for payment.

Ms. Protopapas maintains that each business unit's daily
receipts are deposited at the local bank utilized by that
business unit. These funds are then withdrawn and transferred to
one of the concentration accounts via intra-bank transfers, ACH
transfers or wire transfers.  Those deposits made to Bank of
America or JP Morgan Chase accounts are automatically
transferred to a corporate concentration account on a daily
basis.  Those deposits made to accounts at other institutions
are controlled and transferred by Corporate Treasury to a
Corporate Treasury concentration account via an inter-bank
system.  The funds in the concentration accounts are used to
fund the controlled disbursement accounts, and any excess cash
is used to pay down the line of credit or is invested overnight
in a money market fund.

The Debtors' current Cash Management System has been in place
since the merger of Group Maintenance America Corporation and
Building One Services Corporation in 2000.  The Cash Management
System provides significant benefits to the Debtors including,
among other things, the ability to:

(i) efficiently collect and disburse funds, including payroll
     obligations to employees and accounts payable obligations
     to vendors;

(ii) invest idle funds to maximize interest income with minimal
     risk; and

(iii) ensure maximum availability of the funds for each of the
     Debtors' business units.

Accordingly, the Debtors seek Judge Greendyke's permission to
continue using their existing Cash Management System.

Ms. Protopapas asserts that any disruption of the Debtors' Cash
Management System would cause delays in the collection and
disbursement of funds.  The delays could cause the Debtors to
default in their accounts payable obligations to third parties,
which, in turn, could cause the vendors and other third parties
to cease providing goods and services to the Debtors.  Ms.
Protopapas also argues that, if the Debtors were required to
terminate their Cash Management System, it would be extremely
difficult -- if not impossible -- and expensive to promptly
establish a new cash management system with sufficient
sophistication to fulfill their business needs.

                        *     *     *

At the First Day Hearing, Judge Greendyke allowed the Debtors to
use their current Cash Management System in a manner consistent
with their prepetition practices on an interim basis.  The
Debtors, however, are required to maintain strict records with
respect to all transfers whether by check, wire transfers, ACH
transfers, intra-bank transfers, electronic funds transfers or
other debits so that all transactions will be adequately and
promptly documented in, and readily ascertainable from their
books and records. (Encompass Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

ENRON CORP: Court Allows Sale of Limbach Business for $80 Mill.
Bankruptcy Judge Gonzalez authorizes Enron Corporation and its
debtor-affiliates' sale of the Limbach Business under the terms
of the Purchase Agreement submitted to the Court.

The salient terms of the Purchase Agreement are:

A. Consideration:  The Buyer will pay to Seller $80,725,000,
   less adjustments for accounts receivables and environmental
   remediation, capped at $3,450,000;

B. Acquired Assets:  At the Closing, the Seller will sell,
   assign, transfer, deliver and convey to Buyer, and Buyer
   will purchase and accept from Seller, for the Purchase
   Price, all of the assets, properties and rights:

   -- owned by any Seller Party; and

   -- used or usable by any Seller Party in the Operation of the
      Business of every type and description, real, personal,
      and mixed, and tangible and intangible, wherever located
      and whether or not reflected on the books and records of a
      Seller Party, including any and all Real Property,
      Contract Rights, Cash, Leases, Accounts Receivable,
      Equipment and Furniture, Inventory, Intellectual Property,
      Claims, Seller Permits, the Seller Books and Records, the
      Business Insurance Policies, and the Seller Marks as they
      exist on the Closing Date, other than the Excluded Assets;

C. Assumed Liabilities:  At the Closing, Buyer will assume and
   agree to pay, perform, fulfill, and discharge, as or when due
   from and after the Closing,

      (i) all Liabilities related to or arising out of the
          Business and recorded on the Financial Statements;

     (ii) all Liabilities incurred in the Ordinary Course;

    (iii) all Liabilities in respect of all Contracts, Contract
          Obligations, Leases, Seller Permits, Guarantees, and
          Accounts Payable of each Seller Party;

     (iv) all Liabilities assumed by the Buyer under the
          Employee Matters Agreements, the Insurance Matters
          Agreement, and the other documents and instruments
          executed and delivered by Buyer at Closing; and

      (v) all Liabilities arising out of or in respect of the
          matters disclosed in Schedule 4.11 and Schedule 4.20
          and the contracts described in Schedule 4.13, but
          excluding, in each case, all Excluded Liabilities.

   Any delegation by Buyer of any of its obligations under the
   Purchase Agreement to any Affiliated designee will not
   release Buyer from any of its obligations under the Purchase
   Agreement, and any Affiliated designee will agree in writing
   to be bound by and to comply with the obligations thereunder;

D. Deliveries by Seller:  At the Closing, Seller will, among
   other things, deliver to Buyer the General Conveyances,
   Assumption Agreements, Employee Matters Agreement, Transition
   Agreement, Insurance Matters Agreement, Seller Books and
   Records, the AR Escrow Agreement and the EV Escrow Agreement;

E. Deliveries by Buyer:  At the Closing, Buyer will, among other
   things, pay the Closing Payment to Seller, pay the AR Escrow
   Amount and the EV Escrow Amount to the Escrow Agent, and
   deliver executed copies of the Assumption Agreement, Employee
   Matters Agreement, Transition Agreement, Insurance Matters
   Agreement and escrow agreements, and other customary

F. Disclaimer of Warranties:  It is the explicit intent of each
   Party that Seller is not making any representations or
   warranties whatsoever, express or implied, beyond those
   expressly given in Article 4 of the Purchase Agreement;

G. Closing Conditions:  Closing subject to:

      (i) representations and warranties are true as of the
          Closing Date;

     (ii) covenants and agreements having been performed;

    (iii) the Bankruptcy Court Order will have been obtained;

     (iv) Seller will have obtained the Management SERP
          Releases; and

      (v) other customary conditions;

H. Termination:  The Purchase Agreement may be terminated by and
   The transactions contemplated therein abandoned upon:

      (i) Mutual Written Consent of Seller and Buyer;

     (ii) by either party if HSR Act approval has not been
          obtained by October 31, 2002;

    (iii) by either party if the Closing will not have occurred
          by December 31, 2002;

     (iv) by Buyer, if on or before the Financing Commitment
          Date Buyer gives Notice to Seller that Buyer has been
          unable to obtain Buyer's Financing Commitments;

      (v) by Seller if Buyer has not delivered notice that Buyer
          has obtained Buyer's Financing Commitments;

     (vi) by either party if the other party has breached any
          representation, warranty or covenant; and

    (vii) by Seller if, on or before December 31, 2002, Seller
          will have accepted or selected, and the parties in the
          Bankruptcy Case will have approved, the bid or bids of
          any other party to purchase the Business or the
          Acquired Assets and Assumed liabilities; and

I. Effect of Termination:  In certain circumstances, if the
   Purchase Agreement is terminated, Seller may have to pay to
   Buyer an amount equal to either:

      (i) Buyer's Expenses,

     (ii) the Initial Commitment Fees, or

    (iii) the Agreement Termination Amount.

Further, Judge Gonzalez rules that:

    (a) any existing Interests and the interests of the Pension
        Benefit Guaranty Corporation and FBTC Leasing Corp., if
        any, will be transferred and attached to the proceeds
        obtained for the Assets, with the same validity,
        enforceability, priority, force and effect that they now
        have as against the Assets;

    (b) Limbach Group may use and disburse up to:

        -- $1,600,000 of the Proceeds to pay and satisfy all
           taxes for which it bears responsibility;

        -- $700,000 of the Proceeds to pay and satisfy its
           payments obligations of that certain Employee Matters
           Agreement with regard to claims incurred prior to the
           Closing Date under certain welfare benefit plans,
           that, prior to the Closing Date, covered Transferred
           Employees; and

        -- $200,000 of the Proceeds to pay and satisfy its
           payment obligations under the Transition Agreement
           and when the payment obligations become due and
           payable; and

    (c) The remaining Proceeds Limbach Group receives will be
        allocated among the Limbach Group upon further Court
        order. (Enron Bankruptcy News, Issue No. 49; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)

EOTT ENERGY: Wins Court Approval of Enron Settlement Agreement
EOTT Energy Partners, L.P. obtained the Court's authority:

   (a) pursuant to Rule 9019 of the Federal Rules of Bankruptcy
       Procedure, to compromise controversy and for the approval
       of Settlement Agreement and Related Documents among the
       Debtors and EOTT Canada, Ltd., on one hand, and Enron
       Corp., Enron North America Corp., Enron Energy Services,
       Inc., Enron Pipeline Services Company, EGP Fuels Company
       and Enron Gas Liquids, Inc., on the other hand; and

   (b) pursuant to Section 365 of the Bankruptcy Code, to assume
       certain agreements in accordance with the terms of the
       Settlement Agreement.

The Parties' agreement contemplates:

   -- the transfer of EPSC employees performing services for
      EOTT Energy Partners to an entity within EOTT Energy
      Partners.  The employee transfer will be in conjunction
      with the transfer of EPSC services to the Debtors under
      the O&S Agreement to the Debtors;

   -- the termination of various contracts between the Parties,
      including the Enron Corporate Services Agreement, the O&S
      Agreement, the EPSC Corporate Services Agreement and the
      EGP Transition Services Agreement; and

   -- the resolution of substantially all claims through the
      execution of the Settlement Agreement, the Employee
      Transition Agreement, the Note, the Guaranty, the Letter
      of Credit, the Termination Agreements, the Enron Consent,
      the Right Of First Refusal Waiver and the Lien Releases --
      Settlement Documents.

Hence, the Settlement Agreement will severe the business
relationships between the EOTT Parties and the Enron Parties.
The salient terms of the Settlement Agreement are:

A. Closing.  On the Closing Date:

   (a) Enron will deliver the ROFR Waiver;

   (b) EPSC and EGP will deliver the Lien Releases;

   (c) EOTT Energy Partners will execute and deliver the Note
       to Enron, in the initial principal amount of $6,211,673
       and the related Guaranty by EOTT Canada, Ltd., and by all
       existing and future subsidiaries of EOTT Energy Partners;

   (d) EOTT Energy Partners will cause the delivery of the
       Letter of Credit;

B. Cash Payment.  EOTT Energy Partners will pay to Enron
   $1,250,000 in cash as a condition precedent to the
   effectiveness of the Debtors' Plan of Reorganization;

C. Letter of Credit.  As a security for the Note, EOTT Energy
   Partners will cause to be delivered an irrevocable letter of
   credit for Enron's account;

D. Employee Benefits.  Until their transition to an EOTT entity
   who is not participating employer in the Enron retirement and
   welfare benefits plan, the employees and their covered
   spouses and dependents of EOTT Corp. will continue to
   participate in those Enron plans.  The EOTT Parties will take
   all necessary actions to withdraw from all Enron retirement
   and welfare benefit plan set forth in the Settlement
   Agreement.  As consideration for continuation of the
   employees in the Enron plans, EOTT will pay all Undisputed
   Monthly Benefit Payments in accordance with usual business
   practices and will pay the Fixed Employee Benefit Amount in
   12 equal installments on the first business day of each month
   beginning January 2, 2003;

E. Mutual Releases.  Except as provided in the Settlement
   Agreement, the Parties will exchange mutual releases of all

F. EOTT Limited Indemnity.  The EOTT Parties will indemnify:

   (a) Enron;

   (b) any person who is or was an officer, director or employee
       of Enron; and

   (c) any person who was  but, as of Settlement date no longer
       is, an officer or director of EOTT Corp.,

   from and against any and all losses, claims, damages,
   liabilities, expenses, judgments, fines, interests,
   settlements and other amounts resulting from any and all
   actions, suits or proceedings in so far as they are:

   (a) EOTT Energy Partners derivative actions or suits; and

   (b) based on actions taken, or the failure to take any
       action, on or after April 10, 2002;

   provided, however, that in each case the Indemnitee acted in
   good faith and in a manner which was unlawful.  For the
   avoidance of doubt, the EOTT Indemnity will not apply to
   losses, claims, damages, liabilities, expenses, judgments,
   fines, penalties, interests, settlements and other amounts
   directly resulting from acts of fraud or the willful
   misconduct by an Indemnitee;

G. O&S Indemnity.  To the fullest extent permitted by applicable
   law, each of EOTT Corp. and the Operating Partners will and
   does agree to indemnify, protect, hold harmless and defend
   EPSC and its legal representatives, agents, employees,
   officers, directors, shareholders, subsidiaries and
   affiliates from and against any and all losses arising from,
   by reason of or in connection with:

   (a) any failure of EOTT Corp. to duly perform or observe any
       term, provision, covenant or agreement to perform or
       observe any term, provision, covenant or agreement to be
       performed or observed by EOTT Corp., pursuant to the O&S

   (b) the ownership of EOTT Corp. or the Operating Partners and
       the operation of EPSC and its affiliates of the

   (c) EOTT Corp.'s refusal to approve EPSC recommended items
       for inclusion in the budgets; or

   (d) EOTT Corp.'s refusal to approve EPSC recommended
       corrections, additions or modifications to the budget;

   provided, however, that neither EOTT Corp. nor the Operating
   Partnerships will be required to indemnify any Operator
   Indemnitee for losses caused by or resulting from the gross
   negligence or willful misconduct of EPSC or its employees or
   agents.  To the fullest extent permitted by applicable law,
   EPSC will and does agree to indemnify, protect, hold harmless
   and defend EOTT Corp and its indemnified parties in the
   performance of services under the O&S Agreement.
   Notwithstanding the foregoing, when any losses result from
   the joint or concurrent negligence in the case of EOTT Corp.
   or gross negligence in the case of EPSC or willful misconduct
   of both parties, the Parties' obligation to indemnify will be
   in proportion to each Party's allocable share of joint or
   concurrent negligence or willful misconduct;

H. Assumed Obligations; Interim Invoices; Administrative Claim.
   Pursuant to the O&S Agreement, EPSC operates the Debtors'
   pipeline facilities, provides administrative services related
   to the operation of these facilities, provides administrative
   services, performs capital improvements and provides other
   services requested by EOTT Corp.  The EOTT Parties will
   assume the O&S Agreement and cure certain outstanding
   obligations arising thereunder until the effective date of
   the Employee Transition Agreement.  The EOTT Parties will
   assume the Settlement Agreement, the Agreed Payments, the
   Employee Benefits Payment, the Final Invoice, the Transition
   Expenses, the EOTT Indemnity and the O&S Indemnity and these
   obligations will constitute Chapter 11  administrative claims
   against the EOTT Parties.  Further, the obligations will not
   be discharged and, instead, will constitute ongoing
   obligations of the reorganized entities or their successors.
   Similarly, the Cash Payment, the Note, the Guaranty, and the
   Letter of Credit will constitute Chapter 11 administrative
   expense claims against the EOTT Parties.  Moreover, the
   obligations will not be discharged and, instead, will
   constitute ongoing obligations of the reorganized successors;

I. EOTT Bar Date.  The EOTT Parties have granted the Enron
   Parties an extension of the applicable claims bar date in
   these Chapter 11 cases to the earlier of:

   (a) 10 business days after entry of a final non-appealable
       order confirming a plan of reorganization in all of these
       Chapter 11 cases incorporating this Settlement; and

   (b) the date 180 days after the EOTT Petition Date; provided,
       however, that, to the extent the proposed settlement is
       approved and consummated, the Enron Parties will not be
       required to file any proofs of claim or proofs of
       interest in these Chapter 11 cases; and

J. Closing Date; Return to Status Quo.  The Parties will return
   to their status quo ante if the settlement does not close by
   January 2, 2003 or an order is entered which deprives a Party
   of the material benefits of the Settlement Documents. (EOTT
   Energy Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)

FAIRCHILD CORP: S&P Keeps Watch on B Corporate Credit Rating
Standard & Poor's Ratings Services' corporate credit rating on
Fairchild Corp., (B/Watch Dev./--) remains on CreditWatch with
developing implications, where it was placed on July 17, 2002.

"The CreditWatch update follows Fairchild's announcement that it
completed the sale of its fasteners' unit to Alcoa Inc. for $657
million, subject to closing adjustments," said Standard & Poor's
credit analyst Christopher DeNicolo. A portion of the proceeds
were used to pay off the outstanding balance (approximately $200
million) on the company's $325 million secured credit facility
and tender for its $225 million 10.75% senior subordinated notes
due in April 2009. Standard & Poor's withdrew its ratings on
both the facility and the notes.

Fairchild's remaining operations consist of an aerospace
distribution business and a shopping mall in Farmingdale, NY,
which together generated revenues of approximately $70 million
in fiscal 2002 (ending June 30, 2002). The company will have
approximately $36 million of debt remaining, mostly related to
the real estate. The excess cash proceeds from the sale,
approximately $200 million, are likely to be used to make
acquisitions. The ratings on Fairchild will depend on the
financial and business profile of the company after any

FEDERAL-MOGUL: Court Fixes Securities Trading Wall Procedures
The Official Committee of Equity Security Holders, appointed in
the chapter 11 cases involving Federal-Mogul Corporation and
debtor-affiliates, sought and obtained Judge Newsome's authority
allowing each Committee member to trade in the Debtors'
securities after instituting procedures to isolate its trading
activities from its activities as an official Equity Committee

Judge Newsome determines that any Equity Committee member
engaged in the trading of securities for others or for its own
account as a regular part of its business will not violate its
fiduciary duties by trading in the Debtors' publicly traded debt
or equity securities during the pendency of these Chapter 11
cases as long as that member establishes information-blocking
policies and procedures to prevent the exchange of the Debtors'
and these cases' non-public information that it may obtain.

Megan N. Harper, Esq., at Bifferato, Bifferato & Gentilotti, in
Wilmington, Delaware, explains that a Committee Member engaged
in securities trading has a fiduciary duty to maximize returns
for its clients through the buying and selling of securities.
But as a result of its membership on the Equity Committee, that
member and its affiliates also owe a fiduciary duty to other
equity holders not to divulge any confidential or "inside"
information regarding the Debtors.

However, Ms. Harper points out that if that member is barred
from trading the Debtors' securities because of its Committee
duties, it may risk losing beneficial investment opportunity for
its clients and, therefore, may breach its own fiduciary duty to
its clients.  Alternatively, if that member resigns from the
Equity Committee, its clients' interests may be compromised by
virtue of taking a less active role in the reorganization

"[Trading Members] should not be forced to choose between
serving on the Committee and risking the loss of beneficial
investment opportunities or foregoing service on the Committee
and possibly compromising its responsibilities by taking a less
active role in the reorganization process," according to Ms.

Thus, the Equity Committee insists that any trading member must
adopt these Trading Wall procedures, if it wishes to trade in
the Debtors' securities:

  -- The Trading Member will cause all its Committee Personnel
     to execute a letter acknowledging that they may receive
     non-public information and that they are aware of the Order
     and the Trading Wall Procedures, which are in effect with
     respect to the Debtors' securities;

  -- The Committee Personnel will not share non-public Committee
     information with any other employees of that Trading
     Member, except that Member's employees that have a need to
     know the information, including without limitation:

     (a) the senior management having direct and indirect
         oversight responsibility over the work or activities of
         the Committee Personnel with respect to their
         participation on the Committee;

     (b) the employees providing assistance to the Committee
         Personnel; and

     (c) the regulatory, compliance, auditing and legal

  -- The Committee Personnel will keep non-public information
     generated from Equity Committee activities in files
     inaccessible to other employees;

  -- The Committee Personnel will receive no information
     regarding the Trading Member's trades in the Debtors'
     securities in advance of the trades.  However, the
     Committee Personnel may receive the usual and customary
     internal and public reports showing the Trading Member's
     purchases and sales and the amount and class of claims and
     securities owned by that Trading Member;

  -- To the extent applicable, the Trading Member's compliance
     department personnel will review from time to time the
     Trading Wall procedures employed to insure compliance with
     the Court Order.  The compliance department will keep and
     maintain records of their review;

  -- Any Trading Member's Committee Personnel or other personnel
     that in the ordinary course of the Trading Member's
     business receives, from time to time, written or oral
     directions from their clients to redeem all or a portion of
     that client's investments, may sell any securities,
     including the Debtors' securities, to comply with that
     client's redemption directions;

  -- Any sale of the securities will not violate the Trading
     Member's fiduciary duties as a Committee member and,
     therefore, will not subject its interests or claims to
     possible disallowance, subordination, or other adverse
     treatment for the reason of its trading in the Debtors'
     securities; and

  -- In the event of a significant change in a Committee
     member's ownership of any the Debtors' securities, that
     Committee member will notify the U.S. Trustee as soon as
     practicable. (Federal-Mogul Bankruptcy News, Issue No. 27;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)

FOSTER WHEELER: Unit to Close Dansville Manufacturing Facility
Foster Wheeler Ltd., (NYSE:FWC) said its subsidiary Foster
Wheeler Energy Corporation would close the Dansville, New York,
manufacturing facility.

The closure is necessary because of continued financial losses
at the plant, the inability to reduce future operating cost, and
the decline in business conditions in the energy sector.

The Company will begin curtailing operations immediately with an
anticipated closure date of February 2003.

As previously reported, this closure will result in a charge of
approximately $6 million. In accordance with the provisions of
SFAS 146, "Accounting for Costs Associated with Exit or Disposal
Activities," approximately $4.7 million of this amount will be
recorded during the fourth quarter 2002, and the remainder will
be recorded during the first half of 2003.

The company is notifying the workforce, union and government
agencies in accordance with "The Worker Adjustment and
Retraining Notification Act". In addition, management will work
with the New York State Department of Labor and related agencies
to provide employees with outplacement services.

Foster Wheeler Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operation and environmental services. The
corporation is domiciled in Bermuda, and its operational
headquarters are in Clinton, N.J.  For more information about
Foster Wheeler, visit its Web site at

                            *    *    *

As reported in Troubled Company Reporter's September 2, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Foster Wheeler Ltd., to single-'B'
from single-'B'-plus and removed the rating from CreditWatch
following the company's announcement that it has reached
agreement with its senior bank lenders, leasing, and account
receivable securitization lenders on amended or new financing

At the same time, Standard & Poor's withdrew its rating on the
company's $270 million revolving credit facility, which was
terminated. Additionally, Standard & Poor's assigned its double-
'B'-minus senior secured rating to Foster Wheeler's $71 million
term loan A, its single-'B'-plus senior secured rating to its
$149.9 million letter of credit facility, and its single-'B'
senior secured rating to its $68 million revolving credit
facility. The outlook is now negative.

At the same time, Standard & Poor's has heightened concerns that
the protracted lender negotiations (which had been in progress
since January 2002) may have eroded customer confidence, which
could affect backlog and new awards for the next several
quarters until clients are comfortable that the firm has
stabilized its operations and financial position. New awards may
be particularly challenging in the firm's energy equipment
group, given its exposure to the rapidly declining North
American power construction sector; the large cost overruns the
group experienced over the recent past; and its focus on fixed-
priced contracts, which typically include advanced payments from

Should the company fail to improve liquidity through assets
sales, or should new awards prove more challenging to obtain
than previously expected, the ratings could be lowered in the
near term.

Foster Wheeler Corp.'s 6.75% bonds due 2005 (FWC05USR1) are
trading at about 60 cents-on-the-dollar, DebtTraders says. See
real-time bond pricing.

GEAC COMPUTER: Working Capital Deficit Tops C$123MM at Oct. 31
Geac Computer Corporation Limited (TSX:GAC), a leading provider
of enterprise software and systems, announced its fiscal 2003,
second quarter and six-month financial results for the period
ended October 31, 2002.

Highlights of the quarter:

     --  Reported revenue of $159.2 million, and net income of
         $18.3 million, exceeding management's expectations;

     --  Reduced operating expenses by 11.1%, or $7.9 million,
         from the same period last year, excluding net
         restructuring and other unusual items;

     --  Announced transaction to acquire Extensity Inc.
         (NASDAQ:EXTN), a leading provider of solutions to
         automate employee-based financial processes;

     --  Acquired certain assets of EBC Informatique, a European
         hardware and software solutions provider;

     --  Announced customer contracts with International
         Cuisine, Etam, Fuji Xerox and Danzas Group.

"In a challenging market for IT vendors, Geac has now achieved
six consecutive quarters of profitability, excluding net
restructuring and other unusual items, while continuing to make
strong progress with our strategy to position the Company for
profitable growth. To this end, we have signed important new
enterprise customers, strengthened our senior management team,
managed our costs in line with revenues, restructured our
business for the long term, and advanced our strategy to build
our performance management solutions offering," said Paul D.
Birch, President and CEO of Geac. "Our second quarter and year-
to-date results are ahead of our expectations, and as a result,
we are revising our previously stated revenue guidance for
fiscal year 2003 from approximately $600 million to
approximately $620 million, and we are expecting that earnings
per diluted share will be at the high end of the previously
announced range of $0.70 to $0.75, excluding the impact of the
Extensity acquisition."

                         Financial Results

Second Quarter

     --  Revenue for the three months ended October 31, 2002 was
$159.2 million, compared to $182.9 million in the corresponding
period in FY 2002. This decline in revenue is primarily due to
lower maintenance and professional services revenue from the
enterprise application systems division along with lower revenue
from the Interealty business. This performance is ahead of
management's expectations and the Company's previously stated FY
2003 guidance. On a regional basis, the Americas accounted for
53.5% of consolidated revenue for the three-month period ended
October 31, 2002, while Europe accounted for 39.0% and Asia for
7.5%. The Americas, Europe and Asia accounted for 56.8%, 36.1%
and 7.1%, respectively, of consolidated revenue in the
corresponding quarter last year.

     --  For the three-month period ended October 31, 2002, net
income was $18.3 million, compared to $26.4 million in the same
period of the prior fiscal year.

     --  For the three-month period ended October 31, 2002, Geac
reduced its cost of revenues by $15.6 million, or 18.6%, to
$67.7 million from $83.3 million in the second quarter of FY
2002. Gross profit increased from 54.5% in the second quarter of
FY 2002 to 57.5% in the second quarter of FY 2003.

     --  Operating expenses were $62.1 million in the second
quarter of FY 2003, compared to $56.5 million in the
corresponding period last year. Excluding net restructuring and
other unusual items, operating expenses were reduced by $7.9
million, or by 11.1%, from $71.1 million in the second quarter
of FY 2002 to $63.2 million in the second quarter this year.
These cost savings were realized through reductions in product
development, general and administrative, and sales and marketing

     --  Income before income taxes was $29.9 million in the
second quarter of FY 2003, compared to $44.5 million in the
corresponding period last year. Excluding net restructuring and
other unusual items, income before income taxes was $28.8
million in the second quarter of FY 2003, compared to $29.9
million in the second quarter last year.

     --  For the three months ended October 31, 2002, Geac
experienced positive cash provided by operating activities of
$0.9 million, an increase of $3.6 million over the same period
last year.

"While revenue and net income declined from the same period last
year, we are pleased to report that, compared to the first
quarter, revenue increased $4.1 million. Excluding net
restructuring and other unusual items, income before income
taxes was up $2.7 million, and net income, including net
restructuring and other unusual items, increased by $2.2
million," said Arthur Gitajn, Chief Financial Officer. "With our
continued focus on managing costs, earnings per diluted share,
excluding tax effected net restructuring and other unusual
items, increased to $0.22 compared to $0.20 in the first quarter
of the current fiscal year."

Geac Computer's October 31, 2002 balance sheet shows that total
current liabilities eclipsed total current assets by about C$123

First Six Months

     --  For the six-month period ended October 31, 2002,
revenue was $314.4 million, compared to $362.5 million in the
corresponding period last year. Excluding $5.2 million in
revenue from the publishing software business, which was sold in
the second quarter of FY 2002, revenue declined by $42.9
million, or 12.0%. Net income for the first six months of FY
2003 was $34.5 million, compared to $43.4 million in the same
period last year.

     --  At October 31, 2002, cash and cash equivalents totaled
$69.4 million, compared to $73.8 million at July 31, 2002 and
$115.7 million at April 30, 2002. For the first six months of FY
2003, cash used in operating activities was $41.3 million, $25.3
million of which was attributable to payments associated with
restructuring charges accrued in the fourth quarter of FY 2002.


A key component of Geac's plan for revitalized growth is to
acquire and develop customer-driven applications for its
enterprise applications solutions customers. During the second
quarter, Geac announced two strategic acquisitions that will
enhance its performance management solutions suite and expand
its customer base, better positioning the Company for long-term

On August 26, 2002, Geac announced it had entered into a
definitive merger agreement to acquire Extensity, Inc.
(Nasdaq:EXTN), a leading provider of solutions to automate
employee-based financial processes. Geac recently certified that
its host financial and human resource software applications (E
Series and M Series) have been integrated with Extensity's
product suite, permitting more rapid customer implementations at
lower cost. Additionally, Geac plans to roll out Extensity's
suite of products for internal use across its major business
units worldwide. The merger is anticipated to close in the
latter half of January 2003 based on the Company's current
expectations for completion of the regulatory review and
response process.

In August 2002, Geac announced it had acquired certain assets
and customers of EBC Informatique, for approximately $3.8

"Geac remains focused on extending its capabilities and
offerings by moving into new growth markets and by continuing to
find ways to expand its sales opportunities through technology
extensions and new customer additions. The acquisitions
announced in this quarter are a strong testament to our
commitment to continued success," continued Mr. Birch. "Our own
expansion will drive growth for our customer base through the
creation and delivery of software solutions that automate core
enterprise and financial processes, improving business
performance and creating a competitive advantage for our valued
customers worldwide."

                       Customer Activity

Customer contracts concluded in the quarter:

     --  A leading U.K.-based independent drinks distributor
committed to a $2.4 million systems integration project to
provide a real time link between its existing Geac Sales Order
Processing and Distribution software and a new warehouse
management system;

     --  Interealty re-signed 13 real estate organizations to
multi-year contracts to license its multiple listing service
software called MLXchange. These 13 organizations represent more
than 32,000 real estate professionals. The total value of these
contracts is in excess of $17 million, and this revenue will be
generally recognized over the next three years;

     --  RunTime concluded a $1.0 million contract with Etam
Development, the second largest distributor of women's apparel
in France, for our QuestPDM product.

"We are encouraged by the strong early support we have received
from our customers and partners regarding our strategy to
provide total performance management solutions," Mr. Birch
commented. "As we move forward in expanding our performance
management solutions suite to include functionalities such as
time and expense management, revenue management and enterprise
performance management, we continue to anticipate revenue growth
in fiscal 2004, as we execute on our strategy for growth through
acquisition, partnering and product development."

                    Fiscal Year 2003 Guidance

The Company is increasing FY 2003 revenue guidance to $620
million and confirming that EPS expects to be at the high end of
the previously announced range of $0.70 to $0.75, excluding the
impact of the Extensity acquisition. In revising its financial
outlook for FY 2003, the Company continues to scale its business
to achieve improved profitability. Therefore, in developing the
revenue estimates for FY 2003, Geac has taken into account
several factors, including the continuing recession in IT
spending, normal attrition in its maintenance revenue stream,
pricing pressure in the Company's Interealty business as it
moves to an Internet-based model, reduction of professional
services revenues associated with Euro conversions, and the
strengthening Canadian dollar.

Geac Computer Corporation Limited (TSX:GAC) headquartered in
Markham, Canada, is a global provider of business-critical
software and systems solutions. Geac solutions include cross-
industry enterprise business applications for financial
administration and human resources functions, and enterprise
resource planning applications for manufacturing, distribution,
and supply chain management. Geac also provides industry
applications to the real estate, restaurant, property, and
construction marketplaces, as well as a wide range of
applications for libraries, government administration and public
safety agencies. Further information is available at
http://www.geac.comor through e-mail at

GENTEK INC: Honoring Up to $2.5 Million of Employee Obligations
Bankruptcy Judge Walrath signs a Final Order authorizing GenTek
Inc., and its debtor-affiliates to pay prepetition obligations
to, or for the benefit of, the employees. The Debtors are also
allowed to maintain their employee benefits, to continue the
various workers' compensation programs postpetition, and to pay
prepetition claims of administrators.

Notwithstanding, Judge Walrath rules that any payments to
employee wages, fees, salaries, bonuses, commissions, or other
compensation, as well as accrued vacation, sick, holiday, and
excused leave days, must not exceed $2,500,000 in the aggregate
and $4,650 per individual employee.  Additional payments
exceeding $4,650 per individual employee are permitted only with
the consent of the Official Committee of Unsecured Creditors and
JPMorgan Chase Bank or its financial advisor. (GenTek Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-

GENUITY INC: Seeks Approval of Purchase Agreement with Level 3
J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, informs the Court that after Verizon
Communications Inc.'s July 24th announcement that it would not
seek to reacquire control of Genuity Inc., the Debtors received
several inquiries regarding the purchase of some or all of the
Debtors' assets.  After reviewing initial proposals from
interested parties and considering other restructuring
alternatives, the Debtors focused on proposals from Level 3
Communications Inc. and Verizon Communications Inc., whether
which proposals appeared to:

    -- provide the greatest value to the Debtors' estates; and

    -- have the greatest likelihood of resulting in a definitive
       agreement and successfully closing.

Mr. Milmoe reports that the Debtors held repeated discussions
with Verizon and Level 3 in an attempt to arrive at the best
restructuring alternative.  The Debtors ultimately concluded
that Level 3's proposal offered the most advantageous terms and
greatest economic benefit to their estates.  Accordingly, on
October 24, 2002, the Debtors began negotiating a definitive
purchase agreement with Level 3.  As a result of these
arm's-length negotiations, an Asset Purchase Agreement was
signed on November 27, 2002.

Because the Debtors believe that the value of their estates will
be maximized through the Purchase Agreement and because the
funds that will be generated by the proposed sale are
instrumental to this result, the Debtors' ability to maximize
the value of their estates will be jeopardized unless the sale
to Level 3 can be completed quickly.

Accordingly, the Debtors ask the Court approve the sale of
substantially all of its assets to Level 3 Communications Inc.
and Level 3 Communications LLC.

The principal terms of the Purchase Agreement are:

  A. Purchase Price:  $242,156,160 less the Delay Cost, less the
     Severance Amount, subject to adjustment;

     Delay Cost will be:

     -- if the closing occurs on or prior to December 31, 2002,

     -- if the closing occurs after December 31, 2002 and on or
        prior to January 31, 2003, the product of $326,087 and
        the number of days after December 31, 2002 to and
        including the Closing Date;

     -- if the closing occurs after January 31, 2003 and on or
        prior to February 15, 2003, $10,108,697 plus the product
        of $835,389 and the number of days after January 31,
        2003 to and including the closing date; and

     -- if the closing occurs after February 15, 2003,
        $22,639,532 plus the product of $1,309,302 and the
        number of days after February 15, 2003 to and including
        the closing date;

  B. Escrow:  The Purchase Agreement provides for the creation
     of an escrow, into which the Debtors will transfer

  C. Purchased Assets:  The Purchased Assets consist all of the
     Sellers' property other than the Excluded Assets, including
     rights under the Assumed Contracts and Assumed Leases.

     The excluded assets are:

     -- any cash or cash equivalents of the Sellers;

     -- all receivables;

     -- any marketable securities beneficially owned by any
        Seller as of the Closing Date;

     -- All refunds of, or credits for, taxes with respect to
        periods prior to the Closing Date;

     -- any assets of any Employee Benefit Plan maintained by
        the Sellers or any of their affiliates;

     -- any property, casualty, worker's compensation or other
        insurance policy or related insurance services contract
        relating to Sellers or any of their affiliates and any
        rights of Sellers or any of their affiliates under the
        insurance policy or contract;

     -- any contract that is not an assumed contract and any
        lease that is not an assumed lease;

     -- any books, records and information related primarily to
        any of the excluded assets or excluded liabilities;

     -- all past, present, or future claims, causes of action,
        and rights or actions by any Seller against third
        parties; and

     -- the capital stock or other equity interest of any Seller
        or any of its subsidiaries;

  D. Sale Free and Clear:  The Purchased Assets are to be
     transferred free and clear of all Liens and Liabilities.
     Purchased Assets means all of the Sellers' properties,
     assets, goodwill, rights and claims, which are used in,
     held for by, or related to the Business, but excluding all
     Excluded Assets, as may be existing on the Closing Date;

  E. Assumed Liabilities:  The Assumed Liabilities consist of:

     -- with respect to Assumed Contracts and Assumed Leases,
        Liabilities arising with respect to the performance
        after the Assumption Date of the Assumed Contracts and
        the Assumed Leases, excluding any Liability resulting
        from any breach by any Seller on or prior to the
        Assumption Date;

     -- Liabilities arising after the Closing Date in connection
        with the operation of the Business or the ownership of
        the Purchased Assets by the Purchaser;

     -- Straddle Period Property Taxes (property taxes arising
        out of the Assessment Date immediately preceding or
        occurring on the Closing Date) to the extent provided in
        Section 6.4(a) of the Purchase Agreement;

     -- the Allegiance Payment and the Verizon Payment, in each
        case only to the extent the Purchase Price has been
        reduced with respect thereto pursuant to Section
        2.5(b)(ii) of the Purchase Agreement.

        The Verizon Payment is the payment due on January 2003
        pursuant to the Agreement for CyberPop Solution between
        various Verizon operating companies and Genuity
        Solutions Inc. dated April 22, 2002, with respect to
        services for calendar year 2003, provided, however, no
        more than $42,356,160 of this payment will be deemed to
        be the Verizon Payment.

        Allegiance Payment is the $35,000,000 payment due on
        February 1, 2003 pursuant to the Integrated Network
        Solution Purchase Agreement between Genuity and
        Allegiance Telecom Company Worldwide; and

     -- service credits pursuant to service level agreements
        that constitute Assumed Customer Contracts, only to the
        extent that the amounts of these service credits results
        in an Adjustment pursuant to Section 2.4(b) of the
        Purchase Agreement, in each case excluding Excluded

     Except as otherwise provided in the Purchase Agreement, the
     Sale Order or other Court order, after the Closing, the
     Sellers will have no further liabilities or obligations
     with respect to the Assumed Liabilities and all holders of
     claims related to or otherwise connected with the Assumed
     Liabilities will be barred and estopped from asserting thee
     claims against the Debtors, their successors or assigns and
     each of their assets;

  F. Excluded Liabilities:  The Purchaser will not assume or be
     liable for any Liabilities of Sellers other than the
     Assumed Liabilities;

  G. Executory Contracts and Unexpired Leases:

     -- On the Closing Date, the Sellers will assume and assign
        to the Purchaser the Assumed Customer Contracts, the
        Assumed Contracts and the Assumed Leases;

     -- Subsequent to the Closing Date, the Sellers will assume
        and assign to the Purchaser certain Undesignated
        Agreements and Underlying Service Agreements pursuant to
        certain assignment procedures; and

     -- In connection with any assumption and assignment of the
        Assumed Contracts and Assumed Leases, the Sellers will
        be responsible for payment of any Cure Amounts.

The Debtors assert that there is more than adequate business
justification to sell the Purchased Assets to the Purchaser.
Mr. Milmoe points out that the Debtors' businesses have
deteriorated significantly since 2000 -- and the Debtors'
operating losses continue to mount.  Based on the results of
their exhaustive analysis of the Debtors' ongoing and future
business prospects, the Debtors' management and financial
advisors have concluded that the best way to maximize the value
of the Debtors' estates is to sell the Debtors' businesses as a
going concern, thereby preserving the substantial goodwill of
the businesses, maintaining customer relationships, and avoiding
a liquidation sale or sales at depressed prices.

Mr. Milmoe notes that the Purchaser has offered substantial fair
and reasonable value for the Purchased Assets and is anxious to
consummate the transaction.  Furthermore, to dispel any doubt,
the sale of the Purchased Assets to the Purchaser is subject to
competing bids, thereby enhancing the Debtors' ability to
receive the highest and best value for their businesses.
Consequently, the fairness and reasonableness of the
consideration to be received by the Debtors ultimately will be
demonstrated by a "market check" through an auction process,
which is the best means for establishing whether a fair and
reasonable price is being paid.

In addition, all creditors and parties-in-interest will receive
adequate notice of the Bidding Procedures, the Auction and the
proposed Sale.  This notice is reasonably calculated to provide
timely and adequate notice to the Debtors' major creditor
constituencies, those parties most interested in these cases,
those parties potentially interested in bidding on the Purchased
Assets and others whose interests are potentially implicated by
the proposed Sale.

A free copy of the Asset Purchase Agreement with Level 3 is
available at:

(Genuity Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GLOBAL CROSSING: Enters Settlement Pact with Risk Management
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on January 20, 2000, Global Crossing Ltd.,a
and its debtor-affiliates entered into a Select Account Network
Services Agreement with Risk Management Alternatives, Inc.,
pursuant to which, the GX Debtors agreed to provide Risk
Management with network services. Subsequently, a dispute arose
between the GX Debtors and Risk Management with respect to the
amount of accumulated charges and credits for services following
the termination of the Original Services Agreement.

After arm's-length negotiations, the GX Debtors and Risk
Management agreed to resolve the billing dispute and enter into
a new long-term services agreement.  By this motion, pursuant to
Rule 9019 of the Federal Rules of Bankruptcy Procedure, the GX
Debtors ask the Court to approve a settlement and release
agreement with Risk Management.  The Settlement Agreement
provides for:

    -- the settlement of all claims between the GX Debtors and
       Risk Management; and

    -- the parties to enter into the New Services Agreement.

                  The Original Services Agreement

According to Mr. Walsh, the Original Services Agreement provided
for the Debtors to supply Risk Management with various
telecommunications services.  Under the terms of the Original
Services Agreement, Risk Management ordered network services
from the Debtors, with payment for these services due 30 days
after the invoice date.  The Original Services Agreement was for
a term of 24 months, with a minimum monthly usage commitment of
$150,000.  In addition, the Original Services Agreement provided
for certain discounts to Risk Management from the Debtors'
standard rates.

Following the Initial Term, the Original Services Agreement
provided for automatic renewal for an additional 12 months,
absent written notice of termination by either party.  The
Original Services Agreement also provided that at the end of
each 12-month period, the parties would "meet to evaluate the
competitive status of the rates" under the Original Services

Mr. Walsh relates that when the Initial Term ended on
January 20, 2002, Risk Management notified the Debtors that it
intended to evaluate bids from other telecommunications services
providers. In response, the Debtors informed Risk Management
that it would allow an extension of the Discounts for an
additional 90 days while Risk Management assessed other bids.
On April 24, 2002, Risk Management informed the Debtors that it
had decided to discontinue the services.

Nevertheless, Risk Management continued to use certain of the
Debtors' services after April 24, 2002.  This was, in part, due
to the fact that it took a significant amount of time to migrate
Risk Management's telecommunications traffic from the Debtors'
network to Risk Management's new supplier.  The Interim Period
lasted until September 24, 2002.  Because Risk Management did
not renew the Original Services Agreement, the Debtors did not
provide the Discounts, as it had under the Original Services

Mr. Walsh informs the Court that disputes arose between the
parties as to whether Risk Management was entitled to any
discounts during the Interim Period.  The Debtors assert that
Risk Management owes $1,802,229 for unpaid services rendered
during the Interim Period.  Risk Management admits that it owes
the Debtors $819,310.30 for these services, but disputes charges
aggregating $982,918.70.  According to Risk Management, there
was an understanding between the parties that the Debtors would
discount services to Risk Management during the Interim Period
due to the delay in moving Risk Management's traffic off of the
Debtors' network.  The Debtors deny that they agreed to provide
any discounts during the Interim Period, and maintain that the
Debtors' standard rates applied.

                    The Settlement Agreement

The parties have agreed to a settlement of disputes relating to
the Original Services Agreement and the Interim Period, as set
forth in more detail in the Settlement Agreement dated as of
October 22, 2002.  The salient terms of the Settlement Agreement

    -- After execution of the Settlement Agreement, Risk
       Management will deliver a check to the Debtors for

    -- The Debtors are authorized to endorse and negotiate the

    -- As of the Effective Date, the Debtors will credit the
       account of Risk Management $982,918.70, on account of the
       Disputed Charges;

    -- The parties agree that as of the Effective Date, the
       Original Services Agreement will be terminated and
       considered null and void and the New Services Agreement,
       providing for a $6,000,000 net revenue commitment over a
       term no greater than 60 months will become binding and in
       full force, provided, however, the rates and prices set
       forth in the New Services Agreement will become effective
       as of September 24, 2002; and

    -- The parties exchange mutual releases of claims subject
       to the Settlement Agreement.

Mr. Walsh contends that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness as
it enables the parties to avoid the costs of litigation to
resolve outstanding issues arising from the Interim Period.
Absent authorization to enter into the Settlement Agreement, the
Debtors and Risk Management would require judicial intervention
to resolve their disputes regarding the amounts charged by the
Debtors for services provided to Risk Management during the
Interim Period.  The undertaking of litigation would be a costly
drain on the resources of the Debtors' estates and would divert
the attention of its management and legal personnel from the
current efforts to maximize the value of the estates.

Although the Debtors believe that Risk Management was not
entitled to any discounts during the Interim Period, Mr. Walsh
points out that the results of litigation would be uncertain,
and the Debtors have determined that the Settlement Agreement
will benefit the Debtors in excess of the $982,918.70 that they
are crediting to Risk Management.  By entering into the
Settlement Agreement, the Debtors will benefit from the long-
term New Services Agreement, which provides for a guaranteed
minimum revenue of $6,000,000 over 60 months.  The Debtors
believe that, absent the Settlement Agreement, it is unlikely
that Risk Management would have continued to purchase services
from the Debtors.  Moreover, under the Settlement Agreement, the
Debtors will receive an immediate payment of $819,310.30.

Furthermore, the Debtors expect that Risk Management's usage
under the New Services Agreement will exceed the $6,000,000
revenue commitment.  Specifically, the Debtors believe that Risk
Management, which has expressed its satisfaction with the
Debtors' services, will purchase from the Debtors increasing
amounts of telecommunications, data and other network services
over the 60-month term of the New Services Agreement. (Global
Crossing Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

GOLF AMERICA: Court Fixes February 3 Governmental Bar Date
The U.S. Bankruptcy Court for the District of Delaware sets the
final date by which all governmental units holding or wishing to
assert a claim against Golf America Stores, Inc., must file
their proofs of claim.  The creditors have until 4:00 p.m. on
February 3, 2003 to file their proof of claim.

Six types of claims are exempt from the Feb. 3 Bar Date:

     a) claims not listed as contingent, unliquidated or
        disputed in the Debtor's Schedules;

     b) claims already properly filed with the Clerk of the
        Court or the Debtor's claims agent;

     c) administrative claims of professionals retained by the
        Debtors or the Committee;

     d) claims allowable under the Bankruptcy Code as
        administrative expenses;

     e) claims allowed by order of this Court; and

     f) claims arising from proofs of interests in the Debtor.

Original proofs of claim must be sent to:

          Delaware Claims Agency, LLC
          Attn: Golf America Stores, Inc.
          PO Box 515
          Wilmington, DE 19899

and must be received on or before the Bar Date otherwise, the
creditor will be forever barred from asserting the claim.

Golf America Stores, Inc., an operator of a chain of 35 retail
stores and a distribution center, filed its chapter 11
protection on August 7, 2002.  M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP and Paul M. Nussbaum, Esq.,
Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P.,
represents the Debtor in its restructuring efforts.

GS MORTGAGE: S&P Junks Rating on 1991-C1 Class H Notes
Standard & Poor's Ratings Services lowered its ratings on two
classes of GS Mortgage Securities Corp. II's commercial mortgage
pass-through certificates series 1999-C1 and removed them from
CreditWatch. Concurrently, ratings are raised on two classes
from the same transaction. At the same time, ratings are
affirmed on the remaining six classes.

In February 2002, Standard & Poor's placed classes G and H on
CreditWatch with negative implications due to the fact that
these two lowest rated classes had already experienced decreased
credit support due to the $3.2 million in losses realized by the
trust up to that time, as well as the potential for additional
losses associated with several loans in special servicing and on
the servicer's watchlist. While the delinquency rate for this
transaction has remained about the same at 5%, five of the
delinquent loans are now in REO or foreclosure, compared to only
one in February 2002. Recent indications of value for the three
lodging properties that are in REO suggest that losses will be
realized upon liquidation of these loans. Appraisal reductions
for the mortgage pool totaled $0.98 million at the time of the
CreditWatch placement in February 2002. Additional appraisal
reductions totaling $2.6 million have been taken since that
time. The servicer's watchlist has increased to 19.5% of the
mortgage pool balance from just 5.9% of the mortgage pool
balance at the time of the CreditWatch placement. As a result,
Standard & Poor's believes the potential for additional losses
has increased, and is lowering the ratings on these two classes
at this time.

However, the raised ratings on classes B and C reflect the
improved operating performance of the mortgage pool as a whole,
the strong subordination levels for these classes, and the
seasoning of this mortgage pool.

As of November 2002, the loan pool consisted of 297 fixed-rate
mortgage loans with an outstanding pool balance of $832.8
million. Multifamily (32% of the pool) and retail (24%)
predominate in terms of property type composition. The pool is
geographically diverse, as it is spread throughout 49 states
with some concentrations in Texas (13.1%) and California

The servicer, GMAC Commercial Mortgage Corp., has provided 2001
year-end net operating income data for 87% of the loan pool.
Standard & Poor's calculates that the weighted average debt
service coverage ratio for these loans has increased to 1.68
times, based on 2001 year-end data, from 1.44x at issuance.

The top 10 loans comprise 16.3% of the outstanding loan pool.
Several of these loans continue to exhibit deteriorating
operating performance. The third-largest loan in the pool, known
as the Whitehall Hotel loan, is secured by a 221-room hotel in
downtown Chicago, Ill. The special servicer, Lennar Partners
Inc., has indicated that the DSCR, on an NOI basis for this
property, has declined to 1.0x for the 12 months ending June 30,
2002 from 1.1x for the full year ended Dec. 31, 2001 and from
1.7x for the full year ended Dec. 31, 2000. Additionally, the
hotel's occupancy dropped to 66.5% for the month of June 2002
from 68.9% for the month of June 2001. While this loan is
current, it is expected that this property will continue to
struggle due to the downturn in the lodging industry. The
fourth-largest loan in the pool, known as the Roswell Town
Center loan, is secured by a 500,000-square-foot (sq. ft.)
retail center in Roswell, Georgia, and is now 90-days
delinquent. The DSCR for this loan has declined to 0.89x for the
seven months ending July 31, 2002 from 1.27x at issuance. While
the center has experienced tenancy problems in the past,
recent developments include the leasing of approximately half of
the space vacated by Homeplace of America (10.7% of the space in
the center) and the purchase of the lease of the former Kmart
space (18.0% of the space in the center). Lennar is currently
negotiating to bring the loan current.

There are 10 delinquent loans in this mortgage pool with an
outstanding principal balance of $41.8 million (5.0% of the
mortgage pool). Three of these loans are 60-days delinquent. Two
of these loans are more than 90-days delinquent. Three are in
REO and two are in foreclosure. These 10 delinquent loans are
among 16 loans that are in special servicing. Standard & Poor's
expects that losses may be realized on 12 of these loans. There
are an additional 63 loans that are current, but were on the
watchlist as of Nov. 8, 2002 with a total outstanding balance of
$162.5 million (19.5% of the mortgage pool). These loans are on
the watchlist due primarily to low or declining DSCRs or
decreases in occupancy.

Based on discussions with GMACCM and Lennar, Standard & Poor's
stressed the various loans mentioned above as part of its
analysis. The potential losses and resultant credit levels
adequately support the rating actions.

         Ratings Lowered and Removed from Creditwatch

              GS Mortgage Securities Corp. II
         Commercial mortgage pass-through certs 1999-C1

         Class     To       From             Credit Support (%)
         G         B        B+/Watch Neg     3.89
         H         CCC+     B-/Watch Neg     3.09

                        Ratings Raised

               GS Mortgage Securities Corp. II
         Commercial mortgage pass-through certs 1999-C1

         Class     To       From             Credit Support (%)
         B         AA+      AA               26.89
         C         A+       A                21.54

                        Ratings Affirmed

               GS Mortgage Securities Corp. II
         Commercial mortgage pass-through certs 1999-C1

         Class    Rating    Credit Support (%)
         A-1      AAA       31.97
         A-2      AAA       31.97
         D        BBB       14.59
         E        BBB-      12.98
         F        BB        7.37
         X        AAA       N/A

HAYES LEMMERZ: Obtains Nod to Hire Ellis as Real Estate Broker
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained the Court's authority to employ CB Richard Ellis Inc.,
as their exclusive real estate broker.  The Debtors anticipate
that the Firm will render services with respect to the marketing
and potential disposition of certain of their real estate
holdings in accordance with the terms set forth in the Exclusive
Real Estate Services Agreement, dated October 1, 2002.

Richard Ellis is a national real estate broker that has
successfully sold commercial properties for clients since 1906.
Richard Ellis has offices located at 1000 Town Center in
Southfield, Michigan, as well as other offices throughout the
United States and abroad.  Richard Ellis' experience includes
transactions involving the sale of financially troubled assets
working within the parameters imposed by Chapter 11.  The Firm
has also rendered services in large and complex Chapter 11 cases
throughout the United States.

The real estate brokerage and consulting services that Richard
Ellis will provide to the Debtors include:

-- leasing brokerage services on the Debtors' behalf as lessees
   or sublessees;

-- leasing brokerage services on the Debtors' behalf as lessors
   or sublessors;

-- property disposition brokerage services; and

-- facility assessments.

The Debtors have agreed to pay Richard Ellis a professional
service fee for each sale, lease, sublease, or other disposition
of Debtors' real estate, in accordance with this schedule:

A. Property Disposition Services: Upon the closing of any sale
   transaction involving real estate located in the United
   States of America, Richard Ellis will receive a fee equal to:

   1. In the event the real estate is purchased by a client of
      Richard Ellis or an affiliate of the client, the fee set
      forth in Richard Ellis' published Schedule of Sale
      Commissions for the market in which the property is
      located, provided that the fee will not exceed 5% of the
      final purchase price of the real estate; or

   2. In the event the real estate is purchased by any other
      third party that is not a client of Richard Ellis or an
      affiliate of the client, the fee set forth in Richard
      Ellis' published Schedule of Sale Commissions for the
      market in which the property is located, provided that the
      fee will not exceed 6% of the final purchase price of the
      real estate; or

   3. In the event that the sale of real estate is not assigned
      to Richard Ellis and is negotiated directly by Client, 3%
      of the final purchase price of the real estate.

   Any consulting fees in addition to the fees will be mutually
   agreed to in writing by the Client and Richard Ellis prior to
   performance of services.

B. Leasing Brokerage Services:  Upon the closing of any lease
   transaction involving real estate located in the United
   States of America, Richard Ellis will receive a fee equal to
   the fee set forth in Richard Ellis' published Schedule of
   Lease Commissions for the market in which the property is

C. Facility Assessment Services:  Upon the completion of
   performance of any facility assessment services, Richard
   Ellis will receive a fee equal to the fee mutually agreed to
   in writing by the Client and Richard Ellis prior to
   commencement of services. (Hayes Lemmerz Bankruptcy News,
   Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-

ICO INC: S&P Withdraws B+/B- Ratings at Company's Request
Standard & Poor's Ratings Services has withdrawn its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc. at the company's request.

Houston, Texas-based ICO is a global provider of polymer
processing services, which include size reduction, compounding,
and related distribution services for polymer resins.

IPVOICE COMMS: Commences Trading on OTCBB Under New IPVO Symbol
IPVoice Communications, Inc. (OTCBB:IPVO) -- announces a New OTC Bulletin Board
Stock Symbol effective December 4, 2002. The stock symbol change
from IPVC to IPVO is part of an overall effort initiated in June
of this year to revitalize the Company's business model.

Since June, the company has posted its first notable revenue and
established the first ever-quarterly profit. Revenue for the
third quarter of 2002 was $540,141 compared to $6,487 for the
same period in 2001. Profit for the third quarter of 2002 was
$21,848 compared to a loss of $303,759 for the same period in

Effective Dec. 4, the Company has also reverse split the stock
30 to 1 in order to support a strategic merger and acquisition

The IPVoice plan to reinvigorate operations initiated on June
19th with the asset acquisition of VergeTech, Inc., a
telecommunications software and consulting firm. At that time,
Philip M. Verges, the founder of VergeTech took the reins as CEO
of IPVoice.

Mr. Verges is a 1988 graduate of the United States Military
Academy. Mr. Verges' early career after his service in the Army
as Captain includes time in the Computer Sciences Research and
Development Department of General Motors (NYSE:GM). Mr. Verges'
first business start-up experience was at EDS (NYSE:EDS) in a
new division concentrating on call center technology in
financial institutions. Mr. Verges has taken VergeTech from
three hundred thousand in first year sales to over four million
in the last full year of operation prior to the IPVoice asset
acquisition. IPVoice may benefit in the future from the
resolution of an additional three million in sales not
recognized as revenue in VergeTech's last year of operation
pending the outcome of related litigation.

VergeTech, Inc., brings to IPVoice an accomplished systems
integration capability and established marketing relationships
to sell the advanced technologies of companies like Cisco
(Nasdaq:CSCO) and Sun Microsystems (Nasdaq:SUNW). IPVoice has
developed proprietary in-house software solutions that
compliment the advanced technologies VergeTech markets.
Together, the combined Company packages IPVoice proprietary in-
house products with recognized brand name products to sell
complete advanced technology solutions that deliver measurable
business benefits. The Company plans to expand the in-house
product line though merger and acquisition.

To learn more about IPVoice, visit

KAISER ALUMINUM: Court Okays Oxnard Forging Facility Sale to APP
Aluminum Precision Products, Inc. (A.P.P.), the industry leader
in aluminum and titanium forged and machined components in a
variety of markets worldwide, said the court overseeing Kaiser
Aluminum's reorganization under Chapter 11 has approved A.P.P.'s
purchase of Kaiser Aluminum's Oxnard, Calif. forging operations.

The acquisition, which includes 150,000 square feet of
manufacturing space, will enhance A.P.P.'s capabilities and
capacity for hand forgings and mechanical products and markets.
With these new capabilities, A.P.P. plans to expand into new
markets in addition to improving market share in existing

"We have long admired the Oxnard facility for its variety of
equipment and its efficient plant layout," said Philip Keeler,
A.P.P. founder and president. "In addition, many of the
employees are very knowledgeable in the operating and marketing
of their products. We look forward to a long relationship with
the personnel, and with the City of Oxnard. It is our objective
to grow the business in such a manner as to achieve
profitability and acceptable rates of return on our investment."

All of the plant's equipment as well as many of the key
personnel will be retained. The acquisition is expected to be
completed on Dec. 16, 2002. Manufacturing activities will be
suspended for a 3-week transition period through the holidays
and will resume on January 6, 2003 under A.P.P. management and
ownership. The Oxnard facility will be the company's seventh
manufacturing plant. A.P.P. currently operates 660,000 square
feet of manufacturing space in facilities in Santa Ana and
Garden Grove, Calif., Hampton, Va. and Cleveland, Ohio.

Founded in 1965, A.P.P. is a privately held California
corporation and one of the world's largest manufacturers of
precision aluminum forgings - highly engineered, close
tolerance, complex aluminum structures with capabilities that
extend from initial design to final assembly.

Aluminum Precision Products is an important presence in
commercial and military aircraft, aerospace, automotive,
medical, diesel locomotive, industrial applications and other
commercial products. A.P.P. produces forgings and machined parts
for every major aircraft manufacturer in the world, and
currently exports products to Great Britain, Canada, Spain,
France, Italy, Australia, Israel, China, and Japan.

Through its Catalina Cylinders division, the company
manufactures and markets high-pressure aluminum gas cylinders
for the SCUBA, beverage, medical and Industrial industries and
custom impacts for automotive applications.

With approximately 1,000 employees, A.P.P. is a fully integrated
manufacturing operation allowing for the production of completed
parts and assemblies. Large heat-treating and machining
operations play important roles in the process.

For more information about A.P.P. visit the company's Web site

LAIDLAW: Asks Court to Disallow & Expunge Niagara Falls Claims
Laidlaw Inc., and its debtor-affiliates ask the Court to
disallow and expunge the claims of:

    * Solvent Chemical Company, Inc.;
    * ICC Industries, Inc.;
    * Benjamin Sack;
    * Bay State Smelting Co., Inc.;
    * General Circuits, Inc.; and
    * Elderlee, Inc.

The Claimants have demanded the Debtors to share the clean-up
costs they incurred with respect to a contaminated property
located at Buffalo Avenue in Niagara Falls, New York.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New
York, explains that the Niagara Falls Claims against the Debtors
arise out of a 20-year old lawsuit initiated by the State of New
York in 1983 against the six Claimants.  Solvent Chemical
formerly conducted processing operations on chlorobenzenes and
other chemicals on the Niagara Falls site, which the New York
State alleged caused the contamination.  The Debtors were not
sued by the State or otherwise charged with responsibility for
the pollution.

However, in 1994, the Claimants dragged Laidlaw Inc. and other
third-party defendants into the case.  They alleged that LINC
and the other third-party defendants bear some responsibility
for the contamination.  The six Claimants did not pinpoint LINC
as directly involved.  They claimed that LINC "dominated and
controlled" another third-party defendant, Frontenac
Environmental Services, Inc., and was therefore responsible for
Frontenac I's liabilities.  In their complaint, the six
Claimants alleged that Frontenac I occupied the contaminated
site for a period of time and was therefore responsible for its

LINC, at one time, had an equity interest in Frontenac I.  LINC
owned 80 of Frontenac I's 100 shares, with the remaining 20
shares owned by an individual named George Lodick, who otherwise
was unrelated to LINC.  But during the 15 months in which
Frontenac I occupied the site, LINC decided not to pursue its
investment in the Frontenac I operations.  Instead, LINC sold
its interests in Frontenac I to another entity owned by Mr.
Lodick, which was curiously named Frontenac Environmental
Services, Inc.

Mr. Graber notes that there is no evidence to link LINC with
Frontenac II.

The lawsuit is pending before the U.S. District Court for the
Western District of New York.  In 1997, the Claimants, the State
of New York and certain third-party defendants entered into a
settlement agreement.  Under that agreement, Solvent Chemical
agreed to remediate the Property.  ICC, Solvent Chemical's
parent company, guaranteed Solvent Chemical's performance under
the agreement.  The initial third-party settling defendants each
paid in cash or in-kind services approximately 20% of the then-
anticipated clean-up cost of $8,600,000.  Since then, the
lawsuit has been focused on the six Claimant's pursuit to
recover their contribution claims against the remaining third-
party defendants, including LINC.

The six Claimants have filed numerous proofs of claims asserting
these amounts against the Debtors' estates:

           Claimant                           Amount
           --------                           ------
           Bay State Smelting           unliquidated
           Elderlee, Inc.                 $1,500,000
           General Circuits, Inc.            600,000
           ICC Industries Inc.             6,600,000
           Benjamin Sack                unliquidated
           Solvent Chemical Co.            6,600,000

Mr. Graber contends that the six Claimants' claims are
contingent as a matter of law because the Debtors' liability
have not yet been determined and because a portion of their
claims are based on $16,500,000 anticipated future cleanup
costs, which the Claimants themselves have not paid yet.  Mr.
Graber also notes that if the Debtors' alleged liability is
proven, which is highly unlikely, co-liability would exist
between the Claimants and the Debtors.  Mr. Graber points out
that Solvent Chemical is not an innocent party pursuing a
recovery action against LINC or other third-party defendants.
Nor is Solvent Chemical denying liability.   The Claimants are
only seeking contribution for their cleanup costs.

Mr. Graber informs the Court that, since the Petition Date, LINC
has not been involved in the lawsuit because of the imposition
of the automatic stay.  The Debtors have no information
regarding the discovery that has taken place since then.

On September 5, 2002, Solvent Chemical asked the New York
District Court to issue an aggressive scheduling order that

(1) the exchange of expert reports by November 1, 2002;

(2) discovery to be complete by December 31, 2002;

(3) the filing of pre-trial submissions by February 3, 2003; and

(4) the commencement of trial on March 3, 2003.

But given the amount of activity that has taken place with
respect to the lawsuit, Mr. Graber maintains that it was
impossible for the Debtors to comply with the trial schedule.
According to Mr. Graber, the Claimants elected to pursue the
lawsuit without the Debtors as an active party.  "The Debtors
should not be prejudiced by being forced to rejoin the
Prepetition Action at this late stage after so much discovery
and motion practice has taken place in the Debtors' absence,"
Mr. Graber argues.

Mr. Graber also contends that the merits of any claim regarding
the presence of Frontenac I at the site is of direct concern to
Solvent Chemical, ICC and the Debtors only and can be readily
separated from the other issues in the lawsuit.  Once separated,
the Frontenac I issue can be resolved by the Bankruptcy Court
without interfering with the progress of that case in the New
York District Court. (Laidlaw Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

LEGACY HOTELS: Completes Acquisition of Monarch Hotel in D.C.
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN)
completed the acquisition of the Monarch Hotel in Washington,
D.C., marking Legacy's first expansion into the U.S. market.
Fairmont Hotels & Resorts Inc., (TSX/NYSE: FHR) will manage the
property, which will be officially flagged "The Fairmont
Washington, D.C." on December 11, 2002.

The purchase price for the property was approximately Cdn$238
million and was financed through the assumption of an existing
mortgage of approximately US$51 million, or Cdn$80 million, and
funds from Legacy's recent equity offering. Legacy believes that
the acquisition of the Monarch Hotel has significant potential
for future growth.

Commenting on the transaction, William R. Fatt, Vice Chairman
and Chief Executive Officer of Legacy, said, "The highly
favourable demographics in Washington combined with the quality
of the hotel make this an excellent acquisition opportunity. We
anticipate that the Monarch Hotel will benefit from the Fairmont
brand and ultimately from the rebound in the U.S. economy."

Through their ongoing strategic relationship, Legacy and FHR
will work together to further strengthen the quality and
performance of the property.

Built in 1985, the 415-room Monarch Hotel is located in
Washington's West End on the edge of picturesque Georgetown and
is considered one of the city's premier luxury properties. The
Monarch Hotel is close to Washington's finest museums, theaters
(including the Kennedy Center), shopping and dining. The hotel
has the amenities and services expected of a luxury property in
a major downtown city: extensive function space with 18 meeting
rooms totaling more than 29,000 square feet, a 17,500 square
foot fitness center and award-winning dining. Between 1999 and
2000, the majority of the Monarch Hotel's guestrooms and meeting
space were renovated.

Legacy is Canada's premier hotel real estate investment trust
with 23 luxury and first class hotels and resorts with over
10,000 guestrooms in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le Chateau
Frontenac, The Fairmont Royal York and The Fairmont Empress. The
management companies of Fairmont Hotels & Resorts Inc. operate
all of Legacy's properties.

                            *   *   *

As previously reported, Standard & Poor's Ratings Services
revised its outlook on Legacy Hotels Real Estate Investment
Trust to negative from stable. At the same time, the 'BB+' long-
term corporate credit and senior unsecured debt ratings on the
trust were affirmed.

MADA INSURANCE: S&P Withdraws Bpi Ratings Following Run-Off
Standard & Poor's Ratings Services withdrew its 'Bpi'
counterparty credit and financial strength ratings on MADA
Insurance Exchange because MADA has stopped writing and renewing
business and is in run-off.

"Based on Standard and Poor's rating criteria, the company is
not eligible for a rating because policyholders' surplus is less
than $1.0 million," said Standard & Poor's credit analyst Darryl

MADA, which began business in 1994, is licensed in and operates
only in Minnesota. It is a non-profit, voluntary-membership
organization providing workers' compensation coverage only for
members of the Minnesota Automobile Dealers Association. In
September 2000, the company's board of directors concluded that
no renewal or new business would be written, and it submitted a
run-off plan to the Minnesota Department of Commerce.

MAGELLAN HEALTH: Names Steven J. Shulman Chief Executive Officer
Magellan Health Services, Inc., (OCBB:MGLH) announced that
Steven J. Shulman, a managed care executive with 30 years of
industry experience, has been named chief executive officer of

Shulman is the former chairman, president and chief executive
officer of Prudential HealthCare, Inc. Prior to joining
Prudential in 1997, Shulman co-founded Value Health, Inc., a
NYSE specialty managed care company which included one of the
largest behavioral health managed care companies at the time -
Value Behavioral Health; he also served as president of its
Pharmacy and Disease Management Group. Most recently, Shulman
founded and serves as chairman and chief executive of Internet
HealthCare Group an early stage health care venture fund. Prior
to that, Shulman worked at CIGNA Healthplans as president of its
East Central Division managing 11 HMOs and at Kaiser Permanente
as director, medical economics. He is a member of the board of
directors of Lumenos, Digital Insurance, RealMed, BenefitPoint
Inc. and Ramsay Youth Services Inc.

"Steve Shulman brings to Magellan a powerful combination of
extensive managed care expertise, a behavioral health
background, and the experience of leading major health care
organizations," said Henry T. Harbin, M.D., chairman of the
board. "We are pleased that Steve recognizes the quality and
potential of Magellan, and we are confident that he will provide
strong and effective leadership to our senior management and our
overall organization as we move forward with our debt reduction
and operational improvement efforts."

"I am excited by the opportunity to lead Magellan," said
Shulman. "Magellan has unmatched scale and breadth and is the
undisputed market leader in behavioral managed care. Magellan
has the skills and assets to continue to be a valuable long-term
partner to customers, providers and members. Its Board and
management are focused and determined to expeditiously
accomplish the debt reduction and operational improvement
objectives that will position it for long term success. I am
looking forward to adding my experience and expertise to the
efforts underway, and I am confident that this effort will be
completely successful."

Headquartered in Columbia, Md., Magellan Health Services, Inc.
(OCBB: MGLH), is the country's leading behavioral managed care
organization, with approximately 68 million covered lives. Its
customers include health plans, government agencies, unions, and

                         *    *    *

As previously reported, Magellan Health Services entered into an
amendment to its Credit Agreement that provides for, among other
things, waivers of its financial covenants through December 31,

The amendment is consistent with the Company's previously stated
intention, which it reiterated, to seek appropriate waivers
under its Credit Agreement as it proceeds with its efforts to
reduce its debt and improve its capital structure.

Magellan also reported that holders of its senior and senior
subordinated notes have formed an ad hoc committee, which the
Company believes will facilitate constructive, effective and
efficient communications and negotiations in connection with the
Company's debt reduction process.

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at 70 cents-on-the-dollar, DebtTraders reports. See
real-time bond pricing

METRIS MASTER: S&P Drops Ratings on Nine Classes of Notes to BB
Standard & Poor's Ratings Services lowered its ratings on
various Metris Master Trust-related transactions and removed
them from CreditWatch with negative implications, where they
were placed on October 31, 2002.

The lowered ratings reflect the adverse performance trends
displayed by the Master Trust collateral, consisting of VISA and
MasterCard credit card receivables.

The Metris Master Trust's performance trends have deteriorated
during the past two years, with more pronounced deterioration
during the past six months, as the trust has reported increased
delinquency and charge-off rates. While the Metris Master Trust-
related transactions continue to benefit from a lower interest
rate environment, the lower base rate costs have not wholly
offset the trust's increased charge-off rates. As a result,
despite having a lower cost of funds, the excess spread levels
for the trust continue to drop.

As of the November 2002 reporting period, the charge-off rate
has increased to a current level of 16.56%, up from the two-year
average of 14.00%. The trust charge-off rate has increased to
13.16% in 2001 from an average of 11.29% in 2000, and has
averaged 15.55% thus far in 2002. At the same time, the total
delinquency rate is 11.63%, which is significantly higher than
the 9.37% average total delinquency rate experienced during the
past two years. The average total delinquency rate rose to 8.73%
in 2001 from 8.03% in 2000, and has averaged 10.30% in the first
10 months of 2002. Furthermore, the increased charge-off rate
has negatively affected excess spread rates, causing excess
spread levels to fall from their two-year average of 7.18% to a
current three-month average of 5.93%.

The current payment rate of 7.06% remains in line with the
historical payment rate for this trust. In addition, the trust
yield has remained stable, averaging between 26.00% and 27.00%
during the past year.

On April 17, 2002, Metris Cos. Inc.'s subsidiary, Direct
Merchants Credit Card Bank N.A., entered into an agreement with
its chief regulator, the Office of the Comptroller of the
Currency, to implement a number of reforms in the bank's
operations. Since that time, Metris' management has implemented
strategies that are intended to improve the loss severity of its
portfolio, including reducing the number of credit line
extensions that are granted to customers and lowering credit
lines to higher risk customers. Furthermore, Metris expects
their overall portfolio may be reduced by approximately $1
billion during the next year.

Standard & Poor's has revised its performance assumptions for
the trust receivables and determined that the available credit
support for each class is insufficient to support the ratings at
their original levels.


                   Metris Master Trust
                      Series 2000-1

               Class    To      From
   A        AA-     AAA/Watch Neg
   B        BBB+    A/Watch Neg

                   Metris Master Trust
                       Series 2000-2

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                   Metris Master Trust
                       Series 2000-3

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Master Trust
                         Series 2001-1

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Master Trust
                         Series 2001-2

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Master Trust
                         Series 2001-3

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Master Trust
                         Series 2001-4

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Master Trust
                         Series 2002-1

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Master Trust
                         Series 2002-2

               Class    To      From
               A        AA-     AAA/Watch Neg
               B        BBB+    A/Watch Neg

                    Metris Secured Note Trust
                         Series 2000-1

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2000-2

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2000-3

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2001-1

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2001-2

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2001-3

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2001-4

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2002-1

               Class   To       From
               Notes   BB       BBB/Watch Neg

                    Metris Secured Note Trust
                         Series 2002-2

               Class   To       From
               Notes   BB       BBB/Watch Neg

METROMEDIA FIBER: PAIX Touts Benefits of 'Distributed' Peering
--------------------------------------------------------------, Inc., the leading fully neutral commercial Internet
exchange and a subsidiary of Metromedia Fiber Network, is
sending a loud and clear message to both international and
domestic markets:  "Distributed metro peering can provide
Internet-centric companies access to more networks with greater
cost efficiencies."  This strategic pronouncement was made at
the XII Meeting on International Traffic in Latin America -
AHCIET, articulating PAIX's position in the growing debate over
peering at centralized NAPs as opposed to being able to peer and
interconnect at existing network POP facilities.

PAIX's VP of Sales, Marketing and Business Development, Mr.
Sheldon A. Fishman, delivered this message to more than 100
attendees from 15 different countries.  The audience, which
expressed enthusiasm about the concept during the presentation,
was made up of various Tier 1 and Tier 2 IP and
telecommunications companies with interests in Latin America.

In today's economic environment, with razor-thin margins
available to ISPs and content providers, PAIX understands that
circuit costs have come to dominate the equation for network re-
design and deployment.  PAIX believes that the most rational
solution is for the peering infrastructure to be delivered to
where the networks need it -- their existing POP co-location
sites.  PAIX's goals for its participation at the AHCIET event
was both to communicate its vision and assess the Latin American
interest in deploying such a peering topology within key metros.

To implement this strategy in the United States, PAIX has
utilized its MetroPAIX infrastructure, which is now available in
four cities.  PAIX typically anchors each MetroPAIX network
through an existing full-service PAIX facility.  These networks
extend to participants on "Peering by PAIX" switches co-located
in third-party co-location and data centers, and other switch
fabric providers.  This seamless connectivity creates instant
'critical mass' for participants virtually anywhere in the
metro.  As a result, Internet-centric companies connect to the
fabric from their existing co-location facilities, without
incurring the unnecessary operating costs for circuits to a
central Internet Exchange, redundant co-location and power
expenses, additional technical staff, or the capital costs
associated with additional edge routers.  The savings can be

"Companies are finding that they need to establish several
transit relationships, called multi-homing, as well as multiple
peering relationships to optimize both their network costs and
efficiency.  By establishing these interconnections at locations
where they already have a presence, they are able to maximize
their choices, negotiate the most beneficial price points and
still achieve network diversity and facilitate disaster
recovery," said Fishman.  "Only a distributed architecture can
achieve all these objectives."

PAIX currently operates six U.S. sites.  There are MetroPAIX
networks in the San Francisco Bay area, Los Angeles, the
Washington DC/northern Virginia area, and New York City.  PAIX
also provides interconnection options with the Seattle Internet
Exchange, the Pacific Wave Exchange in Seattle, the Los Angeles
Access Point at USC/ISI and, in the near future, with NASA/Ames
Research Center in Mountain View, CA.  Peering by PAIX is
offered in nearly a dozen U.S. third-party co-location
facilities and in Europe in Budapest and Dublin.

Anyone interested in understanding more about the benefits of
distributed peering can view Mr. Fishman's presentation on-line
at, Inc., headquartered in Palo Alto, Calif., began
operations in 1996 as Digital Equipment Corporation's Palo Alto
Internet Exchange.  Having proven itself as a vital part of the
Internet infrastructure, PAIX serves as a packet switching
center for ISPs and other Internet-centric customers.  PAIX also
offers secure, fault-tolerant co-location services to ISPs.
PAIX enables its participants to form public and private peering
relationships with each other and choose from multiple
telecommunications carriers for circuits, all within the same
facility.  PAIX is a subsidiary of MFN.  To ensure its
neutrality, it operates as a separate entity with its own
management.  For additional information about PAIX visit its Web
site at

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

MFN is the leading provider of digital communications
infrastructure solutions.  The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies.  The all-fiber infrastructure enables MFN customers
to share vast amounts of information internally and externally
over private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light., Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

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

For more information on MFN, please visit its Web site at

MICROCELL TELECOM: S&P Drops Rating to D After Missed Payment
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on wireless communications service
provider Microcell Telecommunications Inc., to 'D' from 'CC'. In
addition, the rating on the US$418 million notes due 2006 was
lowered to 'D' from 'C'. The unsecured debt rating on the
company's 2007 and 2009 issues are unchanged at 'C', and remain
on CreditWatch with negative implications. These ratings actions
are in response to the company's announcement on Dec. 2, 2002,
that it did not make a scheduled interest payment on its 2006

The ratings action is based on a US$29.3 million default on
Montreal, Quebec-based Microcell's US$418.0 million senior
unsecured bonds that mature in 2006.

"Microcell technically has a 30-day grace period to make this
interest payment," said Standard & Poor's credit analyst Joe
Morin. "But since the company is in discussions with a steering
committee of its secured bank lenders and its unsecured high-
yield note holders, it is highly unlikely that the payment will
be made."

At the moment, Microcell is the fourth-largest national wireless
operator in Canada with 1,188,754 subscribers at June 30, 2002.

As of September 30, 2002, Microcell had total debt outstanding
of about C$2.0 billion. The company's cash balance was about
C$125.2 million.

MONSANTO COMPANY: CFO Says Free Cash Generation Is Sustainable
Monsanto Chief Financial Officer Terry Crews said that the
company's ability to generate strong free cash flow is
sustainable throughout the 2002-2004 timeframe.

In his remarks at the Salomon Smith Barney 13th Annual Chemical
Conference, Crews also said 2003 and 2004 are transition years
for the company as gross profit generation from its seeds and
technology traits businesses will surpass those generated by
agricultural productivity products such as Roundup and other

"We expect our seed business to thrive based on continuous
improvements being made across the product portfolio," Crews
said.  "Acreage planted with Monsanto's herbicide-tolerant and
insect-protected products also continues to grow, and we're in
the final stages of the regulatory process on two products
which, upon registration and commercialization, will contribute
to our results."

The two products awaiting final clearance from the U.S.
Environmental Protection Agency are Bollgard II, which will
provide a broader spectrum of insect control in cotton; and
YieldGard Rootworm corn, which is expected to be the first
biotechnology product marketed to combat the corn rootworm.

Crews also provided an update on the company's expectations for
its Latin American business in 2002.  Currency devaluation for
peso-based assets in Argentina, inventory reductions, and
delaying sales closer to the actual use season in Latin America
are expected to have a negative effect on earnings per share in
the range of 82 cents to 85 cents.  However, the actions taken
to reduce risk in that region also are projected to benefit the
company's free cash flow by more than $150 million in 2002.

"The actions we took this year in Latin America with our
customers were designed to reduce risk and increase cash," Crews
said.  "While the implementation of our actions are nearly
complete, we'll continue to closely monitor our business there,
with a focus on reducing future risk from further economic

Crews reiterated fourth-quarter and full-year earnings per share
of 28 cents to 36 cents (excluding restructuring), and $1.15 to
$1.23, respectively (excluding goodwill impairment and special
items).  He also said the company is on track to deliver between
$400 million and $460 million in free cash flow for 2002.  Crews
also projected 2002 capital expenditures of $230 million.

To hear Crews' presentation and view the accompanying slides,
please go to Monsanto's Web site at http://www.monsanto.comand
select "Presentations" under the investor relations' page.  A
replay of the webcast will be available on the Monsanto web site
for two weeks.

Monsanto Company (NYSE: MON) is a leading global provider of
technology- based solutions and agricultural products that
improve farm productivity and food quality.

                         *    *    *

As previously reported, Monsanto Company undertook a 10-year
$200 million public debt offering, as a continuation of its debt
restructuring plan. The proceeds of the offering was used to pay
down short-term borrowings.

In the six-month period ending June 30, 2002, Monsanto reported
a $1.5 billion net loss on $2.7 billion of sales.  Sales in the
second quarter of 2002 trailed sales in the comparable 2001
quarter by a half-billion dollars.  Monsanto's June 30 Balance
Sheet shows adequate liquidity and significant shareholder

NATIONAL CENTURY: Fitch Reviews Exposure in NFP Hospital Sector
In response to numerous investor inquiries, Fitch Ratings has
examined the Fitch rated not-for-profit hospital portfolio for
entities that utilized National Century Financial Enterprise's
financing program.

Based on a review of Fitch's rated hospital credits, Fitch
believes the direct exposure to NCFE's financing program is
extremely limited, if not non-existent. Further, it is Fitch's
understanding that most of the entities that have traditionally
financed with NCFE are relatively small, for-profit
organizations that do not have outstanding credit ratings, and
if rated, would most likely be non-investment grade. As a
result, Fitch does not anticipate that there will be a
significant impact on the not-for-profit hospital sector with
National Century's bankruptcy filing.

NATIONAL CENTURY: Wants to Continue Using Cash Management System
Matthew A. Kairis, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates that National Century Financial
Enterprises, Inc., and its debtor-affiliates have traditionally
administered their Cash Management System on a consolidated
basis.  Because the Debtors' principal source of revenue is the
collection of accounts receivable from a wide variety of third
party payors for health care services, the continued operation
of the Debtors' Cash Management System is crucial to the
Debtors' ongoing operations.

The Debtors' Cash Management System consists of:

  1. The Lockbox Accounts

     The Debtors collect their healthcare receivables through
     thousands of Lockbox Accounts at a large number of banks.

     (a) Commercial Lockbox Accounts

         These accounts are swept daily either into
         concentration accounts and then into the Indenture
         Trustee Accounts or directly into the Indenture Trustee

     (b) Government Lockbox Accounts

         These are lockbox accounts that receive Government
         Payments and have zero balance agreements in place
         where receivables deposited are moved instantaneously
         to the Commercial Lockbox Account maintained for the
         particular health care provider.

  2. The Indenture Trustee Accounts

     These accounts consist of identical sets of accounts held
     with each of the Indenture Trustees pursuant to the terms
     of the Sales and Servicing Agreements.  The Debtors' Sale
     and Servicing Agreements and the Indentures govern the

  3. The Operations Accounts

     Operations Accounts are maintained to reserve liquidity
     the Debtors need outside of the receivables financing
     conducted by NPF VI and NPF XII and utilize several kinds
     of Operations Accounts, including:

     (a) Operating Accounts

         These accounts are used to pay the Debtors' day-to-day
         operational expenses maintained with Huntington
         National Bank.

     (b) Investment Accounts

         These are money market accounts with Merrill Lynch and
         Peacock, Hislop, Staley & Given, Inc.

     (c) Other Accounts

         These are Checking Accounts to cover small purchases
         for the Debtors' Arizona facility and a lockbox at the
         Huntington National Bank for the receipt of payments
         from health care providers outside the NPF VI and NPF
         XII programs.

Mr. Kairis contends that the Debtors should be permitted to
continue using the Cash Management System on an interim basis
pending entry of the Final Order because:

1. The continued use of the Cash Management System is
   essential to the Debtors' ongoing businesses and is in the
   best interests of the Debtors' estates and creditors:

   (a) The Cash Management System has been utilized by the
       Debtors for a number of years and constitutes an
       essential business practice like the ability to control
       and monitor corporate funds, invest idle cash, ensure
       cash availability, and reduce administrative expenses by
       facilitating the movement of funds and the development of
       timely and accurate account balance and presentment
       information; and

   (b) Given the Debtors' financial structure and the thousands
       of bank accounts in the Cash Management System, it would
       be difficult and burdensome to establish an entirely new
       system of accounts and a new cash management and
       disbursement system for each separate legal entity; and

2. The Debtors' continued use of their Cash Management System is
   consistent with the applicable provision of the Bankruptcy

Additionally, Mr. Kairis continues that preserving a "business
as usual" atmosphere and avoiding the unnecessary distractions
that inevitably would be associated with any substantial
disruption of the Cash Management System will:

  -- facilitate the Debtors' stabilization of their postpetition
     business operations;

  -- minimize the adverse impact of the Debtors' Chapter 11
     filings on their efforts to collect the receivables they
     have purchased from health care providers; and

  -- assist the Debtors in maximizing the value for their

Accordingly, the Debtors seek the Court's authority to continue
using their Cash Management System. (National Century Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-

NETIA HOLDINGS: Polish Court Approves Unit's Plan of Arrangement
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 the District Court
for the City of Warsaw approved the arrangement plan for Netia
South Sp. z o.o., a wholly owned subsidiary of Netia.

The arrangement plan for Netia South was unanimously adopted by
its creditors entitled to vote at the creditors' meeting on
August 29, 2002. The decision will become unappealable after
seven days.

The Court's approval with respect to Netia South's arrangement
plan in Poland is the final stage of the arrangement and
composition proceedings, in connection with Netia's ongoing
restructuring. It also represents the achievement of another
milestone in the implementation of the Restructuring Agreement,
signed by Netia with its creditors on March 5, 2002.

NEXTCARD INC: Brings-In Sidley Austin as Bank Regulatory Counsel
NextCard, Inc., seeks Bankruptcy Court approval to retain and
employ Sidley Austin Brown & Wood LLP as special counsel.

The Debtor tells the U.S. Bankruptcy Court for the District of
Delaware that substantially all of their business was linked to
supporting the operations of NextBank.  The Debtor has been
working with the Federal Deposit Insurance Corporation to
dispose of a portion of NextBank's loan portfolio and to close
NextBank's remaining credit card account upon learning that
Nextbank was in troubled condition.

The Debtor anticipates that issues may arise during this case
with respect to Nextbank and the regulations of the Office of
the Comptroller of Currency and FDIC which will require legal
representation.  The Debtor believes that Sidley Austin is well
qualified to counsel in any issues of bank regulatory law
considering its prepetition representation of the Debtors.

Additionally, the Debtor was a party to a contract with, Inc., which was terminated by the Debtor prior to
the Petition Date.  Amazon believes that the Debtor committed
breach of contract and has asserted damages in the approximate
amount of $10.5 million.

Sidley Austin is a full service law firm providing services in
many areas of the law and has extensive expertise and experience
in the field of bank regulatory law.  The Debtor assures the
Court that Sidley Austin will not be involved in conducting the
bankruptcy case of the Debtor.

Sidley Austin will be compensated in its customary hourly rates:

          William S. Eckland     $550 per hour
          James A. Huizinga      $475 per hour
          Lawrence D. Kaplan     $350 per hour
          David M. Miles         $450 per hour

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

OAK CASUALTY: S&P Drops Financial Strength Rating to R
Standard & Poor's Ratings Services revised its financial
strength rating on Oak Casualty Insurance Co., to 'R' from
'CCCpi' following an order of liquidation by Illinois Insurance
Director Nat Shapo.

"The Cook County Circuit Court issued an order of liquidation
against Oak Casualty on Nov. 19, 2002, following a determination
by the Department of Insurance that the company was insolvent by
more than $2.5 million," said Standard & Poor's credit analyst
Alan Koerber. About the same time, Standard & Poor's had issued
a press release lowering the rating on Oak Casualty to 'CCCpi'
from 'BBpi' as part of its annual review process citing
significant declines in the company's capitalization, surplus,
earnings, and liquidity.

Oak Casualty wrote mainly standard and nonstandard private
passenger auto insurance as well as individual accident and
health coverages in its major states of Illinois and West
Virginia. The Illinois Insurance Director Nat Shapo noted in a
press release that the Illinois Insurance Guaranty Fund
will be responsible for Oak Casualty's Illinois auto claims
while the company's accident and health business, which was not
canceled pursuant to the liquidation order, will continue in-
force subject to the statutory limitations of the Illinois Life
and Health Guaranty Assn. (ILHGA). He also noted that ILHGA
would cover health claims of Illinois policyholders for up to
$300,000 per person until the policies expire or are transferred
to another viable carrier.

Based in Oak Park, Illinois, Oak Casualty had been a family
owned and operated business that commenced operations in 1988.
The company is a wholly owned subsidiary of Preferred Casualty
Holdings Inc., an Illinois holding company. Oak is licensed in
Florida, Illinois, and West Virginia.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.

OGLEBAY NORTON: Michael Lundin Succeeds Lauer as New Company CEO
In keeping with its previously announced succession plan,
Oglebay Norton Company (Nasdaq: OGLE) announced that its board
of directors has elected Michael D. Lundin to succeed John N.
Lauer as the company's chief executive officer effective today.
John N. Lauer, age 63, will continue to serve as chairman of the
board of directors.

Lundin, age 43, joined Oglebay Norton in April 2000 as a
corporate vice president and president of Michigan Limestone
Operations, Inc., concurrent with Oglebay Norton's acquisition
of Michigan Limestone Operations, LP.   He was elected president
and chief operating officer of Oglebay Norton in November 2001,
and was appointed to the board of directors in December 2001.

"Over the past year, Michael has demonstrated his ability to
lead Oglebay Norton Company," said Lauer.  "Since becoming
president and COO, he has driven margin improvements across all
our business segments, realigned the management structure at the
operating level and initiated a new sales and marketing culture
focused on bringing better service and value to our customers.
I am confident in Michael's ability to continue to improve our
performance and return Oglebay Norton to profitability."

Lundin added: "I want to thank John for his wisdom and guidance
during this transition period.  It was John's vision to
transform Oglebay Norton into an industrial minerals company.  I
look forward with anticipation to leading Oglebay Norton to

"We have in place an energized and motivated management team
whose skills and collective experience provide Oglebay Norton a
solid platform from which we will work toward one common goal --
to be the best company in the industrial minerals industry."

Mr. Lundin is a magna cum laude graduate of the University of
Wisconsin - Stout, with a Bachelor of Science degree and a magna
cum laude graduate of Loyola Marymount University with a Master
of Business Administration. He is a past president of the Rogers
City (Michigan) Chamber of Commerce, a member and past chapter
officer of the Young Presidents Organization and an alumnus of
Leadership Michigan.  He is on the board of trustees of the
Great Lakes Carriers Association, a past member of the Partners
Council of the World Center for Concrete Technology and serves
on the board of the Downtown Cleveland Partnership. He resides
with his wife and family in Moreland Hills, Ohio.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries.  Building on
a 149-year heritage, our vision is to become the best company in
the industrial minerals industry.  The company's Web site is
located at

                           *    *    *

As previously reported, Standard & Poor's lowered its corporate
credit and bank loan ratings on Oglebay Norton Co., to single-
'B' from single-'B'-plus due to difficult end-market conditions,
the company's weak financial performance, and its limited free
cash-flow generation, which will continue to result in high debt

The outlook is negative.

The ratings reflect Oglebay's very high debt leverage, cyclical
end markets, high capital spending requirements relative to
operating cash flow, and refinancing risk. The ratings also
reflect the company's diversified business segments and a focus
on productivity and operational improvements.

PEREGRINE SYSTEMS: Court Fixes Dec. 23, 2002 as Claims Bar Date
December 23, 2002, is fixed by the U.S. Bankruptcy Court for the
District of Delaware as the last day for creditors of Peregrine
Systems, Inc., and its debtor-affiliate to file their Proofs of
Claim or Interest on the Debtors' estates or be forever barred
from asserting those claims.

Proofs of claim or interest must be received before 4:00 p.m.
Eastern Time on Dec. 23, and addressed to each specific Debtor:

      i. if by mail, to:

         Peregrine Systems, Inc.
         c/o Robert L. Berger & Associates LLC
         PO Box 1035
         10351 Santa Monica Boulevard
         Los Angeles, CA 90067

         Peregrine Remedy, Inc.
         c/o Robert L. Berger & Associates LLC
         PO Box 1036
         10351 Santa Monica Boulevard
         Los Angeles, CA 90067

     ii. if by hand-delivery or courier, to:

         Peregrine Systems, Inc.
         c/o Robert L. Berger & Associates LLC
         10351 Santa Monica Boulevard
         Los Angeles, CA 90067

         Peregrine Remedy, Inc.
         c/o Robert L. Berger & Associates LLC
         10351 Santa Monica Boulevard
         Los Angeles, CA 90067

A special Governmental Claims Bar Date is March 25, 2003, giving
those entities more time to file their claims.

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

      a. Claims in the Debtors' Schedules not listed as
         contingent, unliquidated, or disputed;

      b. Claims already properly filed with the Court;

      c. Claims previously allowed by Order of the Court; and

      d. Claims that arose on or after the Petition Date.

Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002. Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million.

POLYONE CORP: Sells Stake in So.F.teR S.p.A. Joint Venture
PolyOne Corporation (NYSE: POL), a leading global polymer
services company, and So.F.teR S.p.A., a leading Italian
compounder of thermoplastic materials, including thermoplastic
elastomers, have completed a transaction whereby PolyOne has
sold its majority interest in So.F.teR while licensing certain
key technologies.

Under terms of their agreement, PolyOne has sold its 70 percent
position to an Italian company administered by Dr. Italo
Carfagnini, who will continue to act as managing director of
So.F.teR.  The purchase price was not disclosed.

The agreement further specifies that PolyOne will have an
exclusive technology and trademark license for production and
sale of So.F.teR's Forprene(TM) thermoplastic vulcanizate
technology in North America and Asia, and will continue to
represent So.F.teR products on a distribution basis to PolyOne
customers in Europe.  Additional terms provide for a continuing
relationship between the parties for future technology
development within this product area.

The relationship between PolyOne and So.F.teR dates to 1998 when
M.A. Hanna Company, which is now part of PolyOne, entered into a
joint venture with Bifan S.A., a holding company that controlled
So.F.teR.  PolyOne reported financial results from the polymer
compounder within its Performance Plastics segment.

"This is an amicable separation that has positive implications
for both parties," said V. Lance Mitchell, PolyOne's group vice
president of Plastic Compounds and Colors.  "We at PolyOne have
enjoyed this partnership, and now we look forward to expanding
our global presence in the market for Forprene(TM) TPV and other
innovative TPE technologies."

Said Carfagnini: "So.F.teR has benefited from the opportunity to
work first with M.A. Hanna and then with PolyOne, and now we are
eager to move forward on a different path, growing in new
directions, including working with PolyOne in fresh and exciting

Both companies stressed that no customer disruptions will result
from PolyOne's divestiture. So.F.teR will continue to serve its
current customers, and PolyOne will continue working with
customers in North America and Asia on the development and
marketing of Forprene(TM) TPV technology, as well as
distributing So.F.teR products to its European customers.

Headquartered in Forli, Italy, So.F.teR has three production
facilities where it compounds a variety of thermoplastic
materials, including filled polyolefins, cross-linked
polyethylene, TPEs and its patented TPV product range.  Its
products are used in the footwear, automotive, appliance,
building materials, leisure and appliance markets.  Information
on the company's products and services can be found at

PolyOne Corporation, with revenues approximating $2.6 billion,
is an international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at

                           *   *   *

               S&P Credit Rating Remains at BB+

As reported in the September 20, 2002 issue of the Troubled
company Reporter, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on PolyOne
Corp., to double-'B'-plus from triple-'B'-minus, citing slower-
than-expected progress in improvement to the financial profile.
The outlook is negative.

"The rating action reflects the deterioration in operating and
financial performance stemming from adverse business conditions,
and the likelihood that needed improvement to the financial
profile could take longer than anticipated," said Standard &
Poor's credit analyst Peter Kelly. The continuation of
challenging industry fundamentals has weakened the financial
profile and is likely to limit the improvement anticipated in
the prior rating. Standard & Poor's recognizes the company's
efforts to reduce costs and manage cash flow, as well as recent
modest improvement in earnings.

PREFERREDPLUS TRUST: S&P Lowers Class A & B Note Ratings to BB-
Standard & Poor's Ratings Services lowered its ratings on
PreferredPLUS Trust Series ELP-1. Concurrently, the ratings
remain on CreditWatch negative, where they first placed on
September 26.

The lowered ratings reflect the lowering of El Paso Corp.'s
corporate credit and senior unsecured debt ratings on
December 2, 2002.

PreferredPLUS Trust Series ELP-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, El
Paso Corp.'s senior unsecured debt.

       Ratings Lowered and Remain on Creditwatch Negative

                 PreferredPLUS Trust Series ELP-1
  $81 million fixed-rate PreferredPLUS Trust certs series ELP-1

          Class   To                   From
          A       BB-/Watch Neg        BBB-/Watch Neg
          B       BB-/Watch Neg        BBB-/Watch Neg

PURCHASEPRO.COM: Will Auction Off Assets on December 30, 2002
An auction to sell substantially all the assets, including
intellectual property, of is scheduled by the
U.S. Bankruptcy Court for the District of Nevada for
December 30, 2002, at 10:00 a.m. Pacific time, to be held at:

       The Lloyd D. George Federal Building
       Court 4A
       333 Las Vegas Boulevard South
       Las Vegas, Nevada 89101

All requests for information or documents concerning the auction
should be directed to the Counsel for the Debtor:

       Gregory E. Garman, Esq.
       Gordon & Silver, Ltd.
       3960 Howard Hughes Parkway, 9th Floor
       Las Vegas, NV 89109
       Tel: (702) 796-5555
       Fax: (702) 369-2666

December 26, 2002, is the deadline for submitting a qualified
bid.  Any winning bid will be subject to approval by the
Bankruptcy Court. which offers strategic sourcing and procurement
software solutions, filed for chapter 11 protection in Nevada on
September 12, 2002. Gregory E. Garman, Esq., at Gordon & Silver,
Ltd., represents the Debtors in their restructuring efforts. The
Debtor's Chapter 11 Plan and Disclosure Statement is due on
January 9, 2003. When the Company filed for protection from its
creditors, it listed $41,943,000 in total assets and $20,058,000
in total debts.

R.H. DONNELLEY: Commences Tender Offer for 9-1/8% Sr. Sub. Notes
R.H. Donnelley Inc. -- whose senior secured $1.5 billion
facility has been rated by Standard & Poor's at BB -- commenced
on December 3, 2002, its previously announced tender offer for
all of its $150 million aggregate principal amount 9-1/8% senior
subordinated notes due 2008 and a related exit consent

In connection with the tender offer, consents are being
solicited to eliminate substantially all restrictive covenants
and certain events of default under the indenture governing the
2008 Notes. Holders may not tender 2008 Notes without delivering
consents and may not deliver consents without tendering their
2008 Notes.

Holders who tender their notes and deliver their consents by 5
p.m. on Monday, December 16, 2002 (unless earlier extended or
terminated by the Company) will receive total consideration
equal to 98.5% of the principal amount of 2008 Notes validly
tendered, plus an early consent premium equal to 1.5% of the
principal amount of 2008 Notes validly tendered. Holders who
tender their notes and deliver their consents after 5 p.m. on
Monday, December 16, 2002, and before 5 p.m. on Thursday,
January 2, 2003 (unless earlier extended or terminated by the
Company) will receive total consideration equal to 98.5% of the
principal amount of 2008 Notes validly tendered, but will not
receive the early consent premium. Accrued and unpaid interest
will be paid on all 2008 Notes validly tendered and accepted for

The tender offer and consent solicitation will expire at 5 p.m.,
New York time, on Thursday, January 2, 2003, unless earlier
extended or terminated by the Company.

Consummation of the tender offer is conditioned upon, among
other things, the consummation of the pending acquisition by the
Company of the Sprint Publishing and Advertising business and
related financings. The exact terms and conditions of the tender
offer and exit consent solicitation are specified in, and are
qualified in their entirety by, the tender offer and consent
solicitation statement and related materials that are being
distributed to holders of 2008 Notes.

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

RUSSIAN TEA ROOM: Committee Taps G.E.M. Auction as Appraiser
The Official Committee of Unsecured Creditors of the Russian Tea
Room Realty, LLC asks for permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ G.E.M.
Auction Corp as its appraiser.

The Committee reminds the Court that it agreed to an escrow of
the sale proceeds after paying closing cost and the lien of JP
Morgan Chase Bank.  The Committee says approximately $1,500,000
has been deposited into one account maintained by the Debtor's
attorneys, Squire Sanders & Dempsey, LLP at First Republic Bank
and an additional sum of approximately $953,293.60 has been
deposited into another account at First Republic Bank, which
equals the claim of Idine Restaurant Group, Inc.

Idine has asserted a lien on all of the Debtor's furniture,
fixtures and equipment subordinate to the first lien held by JP
Morgan Chase Bank.  The Committee has indicated that it has
questions concerning both the amount of the Idine claim and the
value of the collateral that secures the debtor to Idine.

Accordingly, the Committee believes that it requires the
services of an appraiser to the value Idine Collateral.  The
Committee wishes to retain G.E.M Auction Corp., as its appraiser
to appraise the Idine collateral. GEM has indicated that its fee
for the appraisal services shall be $45 per hour for inventory
personnel and $125 per hour for appraisal personnel.

The Debtor is a Delaware limited liability company, the owner of
the Russian Tea Room, one of New York City's most famous and
distinguished restaurants.  As of the Petition Date, the Debtor
believes that its aggregate unsecured debt - comprised mostly of
trade debt, banquet deposits, and unsecured loans - is
approximately $6,000,000.  Jordan A. Kro, Esq., and Thomas J.
Salerno, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.

SAFETY-KLEEN CORP: Creditors' Trust to be Established Under Plan
The Trustee for the Safety-Kleen Creditors' Trust will be named
by a Trust Advisory Board, and will operate under the Trust
Agreement.  The Trust Advisory Board will have five members.
The Creditors' Committee and the Secured Lenders will each
designate two members, and those four will designate the
remaining member.  The Debtors promise to disclose the identity
of these board members no later than five days before the
Confirmation Hearing.

On the Effective Date, the Debtors will transfer to the Safety-
Kleen Creditor Trust for the beneficiaries:

       (1) $1,000,000 Initial Deposit; and

       (2) the Trust Claims, which consist of Avoidance Claims
           previously brought by the Debtors, or that are the
           subject of a tolling agreement and are not otherwise

All costs and expenses of the Trust will be paid from this fund.
As an up-front matter, the Trust will reimburse the Reorganized
Debtors for the full amount of the Initial Deposit from
recoveries by the Trust. The Trustee is to pay the Reorganized
Debtors from the Trust 50% of all recoveries until the
$1,000,000 is paid in full.  After that, the funds will be used
to pay trust expenses, and then to pay the pro rata
distributions provided by the Plan. (Safety-Kleen Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,

SOLUTIA: S&P Puts BB Sr. Sec. Bank Loan Rating on Watch Positive
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and 'BB-' senior unsecured rating on Solutia Inc.
The outlook remains negative.

Standard & Poor's said that at the same time, it has placed its
'BB' senior secured bank loan rating on the company on
CreditWatch with positive implications.

Solutia, based in St. Louis, Missouri, is a manufacturer and
marketer of specialty and industrial chemical products,
including nylon fibers and polymers, and has more than $1.2
billion of debt, excluding the capitalization of operating

"The affirmation follows Solutia's announcement that it has
signed a definitive agreement to sell its resins, additives, and
adhesives businesses to UCB S.A. for $500 million," said
Standard & Poor's credit analyst Peter Kelly. "The proposed
transaction will strengthen the company's balance sheet and
liquidity, although the business profile will reflect a loss of
diversity and a greater dependence on the commodity nylon
business, which has yet to significantly recover from difficult
market conditions." Despite the anticipated debt reduction,
credit protection measures will remain subpar for the ratings
and leverage will remain elevated. Pro forma for the
transaction, debt to EBITDA will approximate 4.5x.

Standard & Poor's said that the placement of the bank loan
rating on CreditWatch positive reflects the possibility that the
ratings on the bank loan could be raised if a meaningful amount
of bank debt is repaid, thereby improving lenders prospects for
a full recovery in a default scenario. Standard & Poor's said
that it will resolve the CreditWatch following a review of the
security package and recovery prospects for the secured bank
facility and completion of the announced asset sale and debt

SPECTRASITE: Asks Court to Appoint Altman Group as Claims Agent
SpectraSite Holdings, Inc., asks for permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
hire The Altman Group, Inc., as Notice, Claims, Solicitation and
Balloting Agent.

The Debtor believes that it has thousands of creditors and
interest holders. The Court is not equipped to efficiently
docket and maintain the large number of proofs of claim that may
be filed in this case.  The Debtor submits that engaging Altman
as its claims and balloting agent is the most effective and
efficient manner in which to accomplish the process of
receiving, docketing, maintaining, photocopying, scanning and
transmitting proofs of claim in this case.

Altman, in its capacity, has agreed to:

  a) all noticing under any applicable ruled or bankruptcy
     procedure including:

       i) initial notice of filing;

      ii) notice of meeting of creditors under Section 341(a) of
          the Bankruptcy Code;

     iii) notice of claims bar date;

      iv) service of objection to claims;

       v) notice of hearings on disclosure statement and plan
          confirmation; and

      vi) other miscellaneous notices to any entities, not
          necessary creditors, that the Debtor or the Court may
          deem necessary for the orderly administration of this
          chapter 11 case;

  b) at any time, upon request, satisfy the Court that the
     Balloting Agent has the capability to efficiently and
     effectively notice, docket and maintain proofs of claim;

  c) furnish a notice of the Court-approved bar date for the
     filing of claim and a proof of claim form to each creditor
     notified of the filing;

  d) file with the Clerk's Court a certificate of service,
     within 10 days after each service, which includes a copy of
     the notice, a list of persons to whim it was mailed, and
     the date mailed;

  e) maintain all proofs of claim filed;

  f) maintain all official claims by docketing all proofs of
     claim on a claims register including, but not limited to:

       i) the name and address of the claimant and agent, if an
          agent filed the proof of claim;

      ii) the date received;

     iii) the claim number assigned; and

      iv) the amount and classification asserted by such

  g) maintain the original proofs of claim in correct claim
     number order, in an environmentally secure area and protect
     the integrity of these original documents from theft or

  h) transmit to the Clerk's Office an official copy of the
     claims register on a monthly basis, unless requested in
     writing by the Clerk's Office on a more or less regular

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

  j) be open to the public for examination of the original
     proofs of claim without charge during regular business

  k) record all transfers of claim and provide notice of the
     transfer as required by Rule 3001(e);

  l) make all original documents available to the Clerk's Office
     on an expedited basis;

  m) comply with applicable state, municipal and local laws and
     rules, order, regulations and requirements of Federal
     Government Departments and Bureaus; and

  n) promptly comply with such further conditions and
     requirements as the Clerk's Office may prescribe.

Altman will bill the Debtor's estate for its services on an
hourly basis:

  Creditor Set-Up and Schedule Creation   $125 to $150 per hour
  Claims Docketing                        $100 to $150 per hour
  Document Management                     $100 to $150 per hour
  Voting and Tabulation                   $100 per hour
  Consulting Services                     $100 to $100 per hour
  Reconciliation of Claims                $125 to $200 per hour

Spectrasite Holdings, Inc., is a holding company incorporated in
Delaware whose principal asset is 100% of the common stock of
SpectraSite Communications, Inc., a telecommunication company.
The Company filed for chapter 11 protection on November 15,
2002. Andrew N. Rosenberg at Paul, Weiss, Rifkind, Wharton &
Garrison represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $742,176,818 in total assets and $1,739,522,826 in total

TELESYSTEM INT'L: Lenders Extend Credit Facility Until June 30
Telesystem International Wireless Inc., (NASDAQ:TIWI) (TSX:TIW)
has reached an agreement in principle with its lending syndicate
to extend the maturity of its senior secured corporate credit
facility from December 15, 2002, to June 30, 2003. The amount
currently outstanding on the facility is US$62.4 million. The
extension is conditional on the prepayment of US$10 million upon
the signing of the definitive agreement, US$5 million by
December 31, 2002 and US$5 million by March 31, 2003. All other
terms and conditions of the facility remain substantially
unchanged. The agreement is subject to certain formalities and
the execution of a definitive agreement.

TIW is a leading cellular operator in Central and Eastern Europe
with over 3.7 million managed subscribers. TIW is the market
leader in Romania through MobiFon S.A., and is active in the
Czech Republic through Cesky Mobil a.s.  The Company's shares
are listed on the Toronto Stock Exchange ("TIW") and NASDAQ

                         *     *     *

               Liquidity and Capital Resources

As reported in Troubled Company Reporter's November 14, 2002
edition, the Company reported that as of September 30, 2002,
total consolidated indebtedness was $977.5 million, of which
$287.3 million was at the corporate level, $267.7 million at
MobiFon and $422.5 million at Cesky Mobil. Total indebtedness at
the TIW level was mainly comprised of $63.6 million due under
the corporate bank facility and $222.1 million in 14% Senior
Guaranteed Notes and related accrued interest and contingent
payments. Both the total consolidated indebtedness and corporate
indebtedness figures reflect the Company's financial
restructuring and recapitalization which was completed during
the first quarter of 2002. On August 23, 2002, the maturity of
the corporate credit facility was extended to December 15, 2002.
Considering the short term maturity of the corporate credit
facility, committed cash obligations of the Company for the
upcoming 12 months exceed its committed sources of funds and
cash on hand. As previously reported, there is significant
uncertainty as to whether the Company will have the ability to
continue as a going concern.

TRITON CBO: S&P Slashes Rating on Class A-3 Notes to B+ from BBB
Standard & Poor's Ratings Services lowered its rating on the
class A-3 notes issued by Triton CBO III Ltd., and co-issued by
Triton CBO III Corp., and removed it from CreditWatch with
negative implications, where it was placed on October 16, 2002.
At the same time, the 'AAA' ratings assigned to the class A-1
and A-2 notes are affirmed, based on a financial guaranty
insurance policy issued by MBIA Insurance Corp.  The rating
assigned to the class A-3 notes was previously lowered on
April 23, 2002.

The lowered rating on the class A-3 notes reflects factors that
have negatively affected the credit enhancement available to
support the notes since the April 2002 rating action was
undertaken. These factors include continuing par erosion of the
collateral pool securing the rated notes, a decline in the
weighted average coupon generated by the performing fixed-rate
assets in the pool, and a negative migration in the credit
quality of the performing assets in the pool.

Standard & Poor's noted that as a result of asset defaults and
credit risk sales at distressed prices, the transaction's
overcollateralization ratios have significantly deteriorated
since the April 2002 rating action was undertaken. Currently,
$114.65 million (or approximately 20.78%) of the assets in the
collateral pool come from obligors rated 'D', 'SD', or 'CC' by
Standard & Poor's. As of the most recent available monthly
trustee report (Nov. 4, 2002), the class A overcollateralization
ratio was 105.95%, versus the minimum required ratio of 118.5%
(at the time of the April 2002 rating action, the ratio was

Furthermore, according to the trustee report, the weighted
average coupon has deteriorated to 10.167%, compared to 10.21%
at the time of the April 2002 rating action. The minimum
required weighted average coupon is 10.35%.

In addition, $34.15 million (or approximately 6.19%) of the
total assets come from obligors with ratings currently in the
'CCC' range and 8.51% of the performing assets come from
obligors with ratings on CreditWatch negative.

As part of its analysis, Standard & Poor's reviewed the results
of recent cash flow runs. These runs focused on various
parameters that are instrumental in the performance of this
transaction, and are used to determine its ability to withstand
various levels of default. When the stressed performance of the
transaction was compared to the projected default performance of
the current collateral pool, Standard & Poor's found that the
projected performance of the class A-3 notes was not consistent
with the prior ratings, given the current quality of the
collateral pool. Consequently, Standard & Poor's is lowering its
rating on these notes to the new level. Standard & Poor's will
continue to monitor the performance of the transaction to ensure
that the ratings assigned to the rated classes continue to
reflect the credit enhancement available to support the notes.

             Rating Placed On Creditwatch Negative

            Triton CBO III Ltd./Triton CBO III Corp.

Class    To          From             Current Balance (Mil. $)
A-3      B+          BBB/Watch Neg    40.101

                        Ratings Affirmed

            Triton CBO III Ltd./Triton CBO III Corp.

          Class    Rating      Current Balance (Mil. $)
          A-1      AAA         302.990
          A-2      AAA         178.229

UNITED AIRLINES: The ATSB's Letter Denying the Loan Guarantee

                                   December 4, 2002

Mr. Frederick Brace
Executive Vice President
and Chief Financial Officer
United Air Lines, Inc.
P.O. Box 66100
Chicago, IL 60666

Dear Mr. Brace:

     This letter refers to the application of United Air Lines,
Inc. ("United"), dated June 21, 2002 as supplemented (the
"Application") to the Air Transportation Stabilization Board
(the "Board"), for a Federal loan guarantee under the Air
Transportation Safety and System Stabilization Act, Pub. L. No.
107-42, 115 Stat. 230 (the "Act") and the regulations
promulgated thereunder, 14 CFR Part 1300 (the "Regulations").

     The Board staff and the broader working group, consisting
of representatives of the Board's voting members, have reviewed
and considered all the materials submitted by United, as well as
the explanatory information presented by United at our meetings
beginning in April 2002, throughout the summer, and on October
28, November 5, November 11, November 12, November 20 and
November 26. The Board staff asked United a series of questions
(as referenced in your letter of November 27) and carefully
considered the company's answers.  Also, the Board's financial,
industry and legal consultants have submitted their reports and
analyses which have been taken into consideration. In addition,
the Board staff has prepared for the Board members a
comprehensive analysis of all these materials. The voting Board
members held discussions of these materials at meetings on
November 4, November 26 and December 4, 2002.

     Based on this information and applying the criteria set
forth in the Act and the Regulations, the Board cannot approve
the proposal submitted by United. The Board believes that the
business plan proposed by United is not financially sound. In
the Board's view, United's management presented a business plan
that does not position the company to meet the challenges
of the current airline industry environment and to achieve long-
term financial stability. The Board believes that, even if the
company were to receive the proceeds of a guaranteed loan, there
is a high probability that United would face another liquidity
crisis within the next few years.  The Board's financial
consultant assigned the proposed loan an extremely low credit
rating, implying that United is more likely than not to default.
The Board believes that the company's proposal poses an
unacceptably high risk to U.S. taxpayers and does not support
the conclusion that there is a reasonable assurance of repayment
of the proposed loan. The Board would like to make you aware of
the following fundamental deficiencies in United's proposal:

     First, the Board has concluded that United's revenue
projections are unreasonably optimistic.

     * United's business plan is predicated upon a significant
       near-term rebound in revenue. In particular, United
       forecasts that its passenger unit revenue (revenue per
       available seat mile) will rise sharply in the near-term
       due to a significant increase in yields. This forecast
       for unit revenue growth in the next few years is
       substantially more optimistic than forecasts of industry
       observers and the Board's consultants. The Board does not
       concur with United's explanation for this divergence.

     * The more conservative alternative projections submitted
       by United, which assume a delayed industry revenue
       recovery, anticipate near-term unit revenue growth that
       is still in excess of the base case expectations of
       industry observers.

     * The Board also believes that the company's revenue
       forecast does not make sufficient allowance for the
       likely effects of continued expansion by low-cost
       carriers in United's markets as well as other potential
       structural changes affecting industry revenue.

     Second, the Board believes that more reasonable revenue
forecasts for United would not support the company's cost
structure as presented in the business plan. The Board notes
that even with the benefit of United's proposed cost reduction
initiatives, United would remain among the highest cost carriers
in the industry. If competitors are successful in achieving
additional cost savings, United's relative cost position could
weaken further.

     Third, the Board has substantial concerns about the
underfunded status of United's pension plan. Even if United
obtains a waiver to reduce near-term funding requirements,
required cash outflows will likely remain substantial over the
term of the proposed loan. The Board is concerned about United's
ability to generate sufficient cash flows to meet its pension
funding obligations concurrent with other obligations, including
repayment of the guaranteed loan.

     Fourth, United has proposed that the loan be secured by a
significant collection of assets.  The proposed collateral
package does not overcome the deficiencies of the business plan
and associated default risk. Analysis by the Board's consultants
and staff indicates that the collateral package is likely to
have substantially less value in the event of default than is
estimated by United.  The Board believes that there is a
significant risk that the recovery value will be less
than the outstanding amount of the loan.

     Finally, the Board considered United's proposal of
November 26, 2002 for a staggered draw on the loan facility. The
Board did not view the alternative structure as a material
change to United's proposal. The Board's financial consultant
assessed this proposal and affirmed the credit rating it had
previously assigned. Two members of the Board also believe that
the suggested revisions that United proposed by e-mail and fax
on 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 to allow United to submit additional financial


                                   Daniel Montgomery

UNITED AIRLINES: UAL Expresses Disappointment with ATSB Decision
UAL Corp. (NYSE:UAL), the holding company whose primary
subsidiary is United Airlines, commented on the announcement by
the Air Transportation Stabilization Board related to its
application for a $1.8 billion federal loan guarantee.

UAL Chairman, CEO and President Glenn F. Tilton said, "We are
disappointed that the ATSB could not approve the proposal
submitted by United. We appreciate, however, the possibility
expressed to consider an improved proposal at a later date. We
will consult with our union leaders and other stakeholders and
quickly determine what step to take next.

"I want to thank all the members of United's union coalition,
our salaried employees and our management for their willingness
to contribute to United's financial recovery. We also appreciate
the time and effort the ATSB staff, working group and board
members put into reviewing our business plan. Despite our
disappointment, we believe that the work we've accomplished in
developing our ATSB proposal will serve us well as we build our
platform for the future, regardless of the path we take.
Finally, I want to express my deep appreciation to the many
friends of United who supported our efforts.

"Whatever course we chart, it should be emphatically clear that
United will continue to fly and to deliver exceptional service
to our customers worldwide."

United operates nearly 1,800 flights a day on a route network
that spans the globe. News releases and other information about
United may be found at the company's Web site at

UNITED AIRLINES: Attendants Call ATSB Decision "Irresponsible"
Association of Flight Attendants, AFL-CIO, United Airlines
Master Executive Council President Greg Davidowitch made this
statement in response to the Air Transportation Stabilization
Board's decision to not approve United's application for a
federal loan guarantee:

"The employees of United Airlines have made significant,
difficult concessions that will severely affect the quality of
our lives in an effort to keep our airline out of bankruptcy.
The savings and strategic initiatives provided to United by the
United Airlines Union Coalition position the carrier to generate
significantly more revenue, lower costs and become profitable
again in the near future.

"[Wednes]day's announcement by the ATSB inaccurately
characterizes United's aggressive cost-cutting measures as
insufficient.  That's not just disappointing, it's
irresponsible.  And we call on the ATSB to reconsider United's

"Anyone in the airline industry who would applaud this decision
is a fool. The likely effect of the denial of the loan guarantee
is that capital markets will close not just to United, but to
all of the major network carriers, who are also in serious
financial trouble.

"If the denial of the loan guarantee forces United into
bankruptcy reorganization, the impact will be felt across the
industry and in communities throughout the country.  As United
goes through the bankruptcy process, renegotiates leases to
below market rates, refinances credit at significantly lower
levels, the assets the other major carriers have to offer
potential creditors -- airplanes -- will lose significant value,
further damaging their ability to access credit.

"If the decision stands, the Air Transportation Stabilization
Board will have failed in its mandate to stabilize the airline
industry.  The ATSB might as well change its name to the
Destabilization Board because that's what today's decision
effectively does to the U.S. airline industry."

More than 50,000 Flight Attendants, including the 24,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union. Visit AFA at

UNITED AIRLINES: Pilots 'Extremely Disappointed' by ATSB
The following statement was issued Wednesday evening by the
United Air Line Pilots Master Executive Council Chairman,
Captain Paul Whiteford:

"We are extremely disappointed by the decision by the ATSB and
do not agree with the Board's analysis of United's business plan
nor the timing of its announcement. We believe the purpose of
the ATSB is to stabilize, not restructure, the airline industry.
We will work very hard over the next few days with both the
company and union coalition to evaluate the situation and
respond as quickly as possible to achieve an out of court
recovery for the company. We continue to believe in the Company,
in its employees, its franchise, and its future."

US AIRWAYS: Wants to Keep Plan Filing Exclusivity Until Jan. 31
US Airways Group asks Judge Mitchell extend their exclusive
periods to file a plan of reorganization to January 31, 2003 and
to solicit acceptances of that plan to April 1, 2003.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells the Court that the Debtors fully intend, and are
obligated under various agreements, to file their plan of
reorganization and disclosure statement before December 31,
2002. They anticipate filing the plan of reorganization and
disclosure statement well before the yearend and to obtain
approval of the adequacy of the disclosure statement at the
January 16, 2003 omnibus hearing.  However, out of an abundance
of caution, the Debtors ask the Court for a modest extension of
the exclusive periods.

Mr. Butler relates that from the outset of these cases, the
Debtors have intended to minimize the duration of the Chapter 11
cases by formulating and confirming a reorganization plan as
quickly as practicable.  The Debtors maintain that they will
seek emergence from Chapter 11 in early 2003.

The Debtors have made significant progress to date in completing
a restructuring plan.  While working to stabilize their
businesses, they have obtained authority for significant steps
designed to position the Company to emerge from Chapter 11 as a
stronger, financially sound airline.  Specifically, US Airways,
has obtained conditional approval for a $1,000,000,000, 6 and
year term loan, $900,000,000 of which will be guaranteed by the
federal government under the Air Transportation Safety and
Stabilization Act.  The Debtors will seek to use these funds as
part of a post-Chapter 11 exit financing facility.  Mr. Butler
reminds the Court that US Airways Group, Inc., has obtained
authority to enter into an investment agreement with The
Retirement Systems of Alabama under which RSA will make a
$240,000,000 equity investment in the reorganized US Airways
Group, and has entered into a $500,000,000 debtor-in-possession
credit facility that will provide financing during these Chapter
11 cases.

Furthermore, US Airways has negotiated collective bargaining
agreements, containing cost savings from each of its five major
unions, and has also reached agreements with each of its major
credit card processors.

The Debtors have devoted significant attention to evaluating
numerous aircraft and equipment leases and rationalizing their
fleet.  Since the Petition Date, the Debtors have rejected or
abandoned unnecessary aircraft.  The Debtors have also
unilaterally agreed to perform their obligations under Section
1110 of the Bankruptcy Code for a substantial portion of their
fleet.  The Debtors have been in extensive negotiations with
their Aircraft Creditors.  They plan to restructure their
aircraft obligations for the remainder of their fleet,
consistent with market rates with very significant cost savings.
Therefore, the Debtors will soon be filing a motion requesting
authority from the Court to enter into the restructured aircraft

According to Mr. Butler, the modest extension requested will
provide a sufficient buffer to refine, if necessary, a business
plan that will allow them to compete in today's rapidly changing
transportation industry and to obtain the input of the estates'
major constituents including the Creditors' Committee and RSA
before filing a reorganization plan that will allow the Debtors
to successfully emerge from these Chapter 11 proceedings.

The Court will convene a hearing on December 12, 2002 to
consider the Debtors' request.  Since the exclusive period to
file a plan currently expires on December 9, 2002, the Debtors
ask Judge Mitchell for an interim extension of their exclusive
filing period until the conclusion of that hearing. (US Airways
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

US DIAGNOSTIC: Completes Sale of Business to Presgar Diagnostic
US Diagnostic Inc., (OTCBB:USDL) completed the sale of
substantially all of its operating assets, including all 21 of
its diagnostic imaging centers to PresGar Diagnostic Imaging,
LLC, an affiliate of PresGar Medical Imaging, Inc. The sale was
completed on December 3, 2002 pursuant to the Acquisition
Agreement, as amended, by and between USD, certain of its
subsidiaries and DVI Financial Services Inc., USD's senior
lender. Prior to closing, DVI assigned its rights under the
agreement to PresGar.

The transaction was previously approved on October 25, 2002, by
the United States Bankruptcy Court for the Southern District of

Net proceeds from the sale, in the aggregate amount of
approximately $14.1 million, are expected to be used to pay
creditors of USD in accordance with a liquidating plan of
reorganization that is pending with the bankruptcy court and to
pay certain expenses in connection therewith.

USG CORP: Hearing on Deloitte Engagement to Continue on Jan. 28
USG Corporation and its debtor-affiliates are still negotiating
with the PI Committee and the U.S. Trustee to remedy the
objections raised regarding the Supplemental Application.  At
the Debtors' request, Judge Newsome will continue the hearing to
consider the Debtors' application to January 28, 2003.

As previously reported, the Debtors want Deloitte & Touche to
perform additional services aside from those covered by the
initial engagement, nunc pro tunc to August 10, 2002.

The Debtors want Deloitte to perform financial and tax due
diligence and related services after 2003.  However, the precise
term engagements cannot be determined now.  But the parties'
most recent Engagement Letter applies to the period of August
10, 2002 through December 31, 2003.

However, the Official Committee of Asbestos Personal Injury
Claimants asked the Court to deny the Supplemental Application
and the underlying Engagement Letter in present form.  The P.I.
Committee contended that the compensation agreement is
"arbitrary and improper."  The P.I. Committee asserted that
prior to payment of any fee, Deloitte "must establish the
reasonableness" of the fee upon application to the Court. (USG
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

VALLEY CITY STEEL: Files "Chapter 22" Petition in N.D. Ohio
Shiloh Industries, Inc. (Nasdaq: SHLO), announced that, on
December 2, 2002, the Company received official notice that
Viking Steel, LLC, unilaterally filed a voluntary petition for
protection under Chapter 11 of the United States Bankruptcy Code
for Valley City Steel, LLC on November 27, 2002, in the U.S.
Bankruptcy Court for the Northern District of Ohio.

This is Valley City's second trip through the chapter 11
process.  Valley City previously filed for bankruptcy on
December 29, 2000 (Bankr. N.D Ohio, Case No. 00-43866).

Viking Steel, LLC is the majority owner of Valley City Steel,
LLC with 51% ownership and has maintained operational control of
Valley City Steel, LLC since formed in July 2001.  The Company
owns a 49% minority interest in Valley City Steel, LLC.  The
Company is currently evaluating the impact of this bankruptcy
filing.  The Company does not believe that its ongoing
operations will be affected.

Headquartered in Cleveland, Ohio, Shiloh Industries is a leading
manufacturer of engineered welded blanks, first operation
blanks, stamped components and modular assemblies for the
automotive and heavy truck industries. The Company has 16 wholly
owned subsidiaries at locations in Ohio, Georgia, Michigan,
Tennessee and Mexico, and employs approximately 2,800.

VALLEY CITY STEEL: Case Summary & 20 Largest Unsecured Creditors
Debtor: Valley City Steel, LLC
        804 Steel Drive
        Valley City, Ohio 44280
        aka Valley City Steel-7779, LLC

Bankruptcy Case No.: 02-55516

Type of Business: A subsidiary of Viking Steel LLC.

Chapter 11 Petition Date: November 27, 2002

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtors' Counsel: Howard E. Mentzer, Esq.
                  Mentzer, Vuillemin and Mygrant Ltd.
                  1 Cascade Plaza
                  20th Floor
                  Akron, Ohio 44308
                  Tel: (330) 376-7500

Estimated Assets: $10 to $50 million

Estimated Debts: $10 to $50 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
ISG Cleveland Inc.          Trade Debt              $2,402,240
3060 Eggers Avenue
Cleveland, Ohio 44105

Rouge Steel Co.            Trade debt               $2,169,969
3001 Miller Road
PO Box 1644
Deerborn, MI 48121-1644

Shiloh Mansfield Blanking  Trade Debt               $2,095,360
402 Ninth Avenue
PO Box 2037
Mansfield, OH 44905

Bethlehem Steel Corp.      Trade Debt               $1,641,964
5111 N. Point Blvd.
Sparrows Point MD 21219

Wheeling-Pittsburgh        Trade Debt               $1,448,036
Steel Corp.
1134 Market Street
Wheeling WV 26003

North Star BHP Steel Ltd.  Trade Debt                 $645,489
6767 County Road 9
Delta, OH 43515

Duferco Farrel Port        Trade Debt                 $504,871
15 Roemer Blvd.
Farrell PA 16121

MTD Products Inc.          Utilities                  $251,708
PO Box 368022
Cleveland, Ohio 44136

CAP Gemini Ernst & Young   Software & Consulting      $196,304

Gallatin Steel             Trade Debt                 $189,382

US Steel Automotive                                    $59,995

Gregory Industries         Trade Debt                  $53,946

Universal Steel Co.        Trade Debt                  $51,929

ITW/Fleetwood-Signode      Trade Debt                  $51,811

Bowling Trans., Inc.       Trade Debt                  $43,010

Majestic Steel Service     Trade Debt                  $40,469

Olympic Steel Inc.         Trade Debt                  $37,653

All Industrial             Trade Debt                  $36,912

Daubert Chemical Co. Inc.  Trade Debt                  $34,521

Invera Corp.               Trade Debt                  $34,377

W.R. GRACE: Judge Wolin's Assignment Extended Until Nov. 2003
Saying that the public interest requires, Judge Edward R.
Becker, Chief Judge of the Court of Appeals for the Third
Circuit, orders sua sponte that Judge Alfred M. Wolin's
assignment to the United States District Court for the District
of Delaware is continued through and until November 27, 2003,
and for whatever additional time is necessary to complete
"unfinished business" in the W. R. Grace cases, among others.

As a significant portion of asbestos-related matters are still
proceeding in litigation, Judge Becker believes that the
continuation of Judge Wolin's appointment is "cr
important to the administration of justice". (W.R. Grace
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

* Ernst & Young Reports Promotions in Kansas City Office
Ernst & Young's Kansas City office is pleased to announce the
following partner, principal, and director promotions:

David Anderson was promoted to partner. He has more than 14
years of experience. David works with clients to provide federal
and state tax planning services, including income apportionment
and sourcing, corporate restructuring, taxability of corporate
transactions, mergers and acquisitions, and tax incentives.

Ronda Blatt was promoted to principal. She has more than 15
years of experience providing tax consulting services to clients
in the financial services, manufacturing, high tech and
telecommunications industries.

Jason Morrissey was promoted to director. He has more than 11
years of experience with the firm. Jason is responsible for
leading all human resources and recruiting functions in Ernst &
Young's Midwest Area, which includes the Kansas City, St. Louis,
Minneapolis, Des Moines, and Omaha offices.

Ernst & Young, a global leader in professional services, is
committed to restoring the public's trust in professional
services firms and in the quality of financial reporting. Its
110,000 people in more than 135 countries around the globe
operate with the highest levels of integrity, quality and
professionalism, providing clients with solutions based on
financial, transactional and risk-management knowledge of audit,
tax and corporate finance. The firm also provides legal services
in those parts of the world where permitted. A collection of
Ernst & Young's views on a variety of business issues can be
found at Ernst & Young refers to all
the members of the global Ernst & Young organization, including
the U.S. firm of Ernst & Young LLP.

* Fulbright & Jaworski Further Expands Its Litigation Practice
The international law firm of Fulbright & Jaworski L.L.P.
announces the expansion of its litigation practice with the
addition of 11 attorneys from the litigation firm of Owen &
Davis PC. These new attorneys, who will reside in the firm's New
York office, are part of the firm's overall strategy to remain
among the top litigation firm's in the world.

Robert D. Owen, James M. Davis, Kathryn Keneally, James H. Neale
and Henry G. Burnett have joined the firm as partners; Anita
Tucker Smith and Allen C. Wasserman have joined as senior
counsel, and India DeCarmine as counsel. Three associates,
Gregory T. Casamento, Mark D. Bradford and Nathan T. Alexander,
have also joined the firm as well as nine support staff. Robert
Owen will be the co-head of the New York office's litigation
practice. Founded in 1987, Owen & Davis is well-recognized for
its advice and assistance to businesses and individuals in
complex commercial litigation matters.

"We are delighted to continue our expansion in litigation and to
have the attorneys and staff from Owen & Davis join our
litigation team," says A.T. Blackshear, Jr., chairman of the
firm's Executive Committee. "Their proven track record and
impressive client roster will help us further expand our
litigation practice, not just locally but firmwide as well."

"We couldn't be joining forces with a more professional group of
lawyers," said Mr. Owen. "We really like the people and are
happy to be part of an international firm with as fine a
reputation and extensive resources as Fulbright."

Fulbright & Jaworski, established in Houston in 1919, has
approximately 825 attorneys in its Houston, New York,
Washington, D.C., Austin, Dallas, Los Angeles, Minneapolis, San
Antonio, Hong Kong, London and Munich offices. For further
information on Fulbright & Jaworski, please call our Public
Relations Manager, Leigh Ann Nicas at (713) 651-5582 or visit
our web site at

Information about the attorneys joining Fulbright & Jaworski

Robert D. Owen, 54, has practiced commercial law in New York
since 1973, and has acquired broad experience in courts
throughout the United States on behalf of his corporate clients.
He teaches trial skills nationally, and has served as a faculty
member seven times at the National Institute of Trial Advocacy's
prestigious National Session in Boulder, Colorado. He is
profiled in Who's Who in the World, Who's Who in America and
Who's Who in American Law. Mr. Owen received his J.D., cum
laude, from the University of Pennsylvania Law School in 1973
and his B.A. from Northwestern University in 1970.

James M. Davis, 55, has spearheaded his firm's big case practice
and has been retained in high stakes cases normally the province
of larger firms. Recognized for service in times of crisis and
public controversy, he has stepped up in litigation that bets
the client company, its solvency, good name, or competitive
position. Mr. Davis received his J.D. in 1972 from the
University of Chicago Law School and his A.B in 1968 from the
University of Notre Dame, magna cum laude, Phi Beta Kappa.

Kathryn Keneally, 44, has developed her practice in white collar
criminal defense, tax controversy, and commercial litigation.
She is involved in bar activities, and is currently the chair of
the ABA Section of Taxation Civil and Criminal Tax Penalties
Committee and a member of the Practitioners' Advisory Group of
the U.S. Sentencing Commission, as well as the New York Council
of Defense Lawyers. She received her LL.M. in Taxation in 1993
at New York University School of Law, her J.D., magna cum laude,
in 1982 from Fordham Law School, where she was first in her
class and associate editor of the Fordham Law Review, and her
B.S. from Cornell University in 1979.

James H. Neale, 46, has extensive experience in the litigation
of securities, real estate, trade secret, unfair competition and
other civil matters. In recent years, Mr. Neale has acquired a
client following in the music and entertainment law field, and
has exhibited his skill in a wide range of commercial cases. He
received his J.D., magna cum laude, in 1981 from Washington &
Lee University, where he was a member of the Moot Court Board
and the Order of the Coif. Mr. Neale graduated from Princeton
University with a B.A. in 1978.

Henry G. ("Harry") Burnett, 39, has extensive experience in the
litigation of intellectual property, entertainment, insurance
and reinsurance, construction law, U.C.C. and general commercial
matters. He has handled litigations and alternative dispute
resolutions in a number of different jurisdictions. He is a
member of the Trademark and Unfair Competition Committee of the
Association of the Bar of the City of New York and the Copyright
Society of the U.S.A. Early in his career, Mr. Burnett served as
a prosecutor in Brooklyn, New York. He received his J.D. in 1989
from Vanderbilt University School of Law, and his B.A. from the
University of Notre Dame in 1985.

Anita Tucker Smith, 59, has extensive experience in complex
commercial litigation and intellectual property cases. She
received her J.D. in 1985 from the University of Alabama Law
School, where she was editor-in-chief of the Alabama Law Review
(1984-1985). She graduated from Huntingdon College in
Montgomery, Alabama, with a B.A. with honors in 1982.

Allen C. Wasserman, 44, has experience in labor, securities
fraud, construction, tax shelters, partnership, bankruptcy and
general commercial litigation and has spearheaded Owen & Davis's
employment law practice, representing executives throughout the
world in connection with the termination of their employment and
related issues. He received his J.D. in 1983 from the University
of Pennsylvania Law School, where he was editor-in-chief of the
Journal of Comparative Corporate Law and Securities Regulation.
He received his B.A. and M.A. from Northwestern University in

India DeCarmine, 43, has developed a specialty in personal
injury, premises liability and products liability defense and a
deep knowledge of the New York state courts, and regularly
advises commercial clients in their interactions with the New
York City regulatory administrators. She received her J.D.,
magna cum laude, in 1987 from New York Law School where she was
Articles Editor of the Law Review. She graduated from State
University of New York at Stony Brook with a B.A. in 1983.

Gregory T. Casamento, 33, has prosecuted and defended civil
court cases in commercial, employment and insurance matters. He
received his J.D. in 1996 from Boston University School of Law,
where he was the managing editor of the International Law
Journal (1995-1996) and a member of the 1996 American Trial
Lawyers Association Trial Team. He received his B.S.B.A in 1992
from Boston University. Mr. Casamento served as a Judge Advocate
in the U.S. Navy where, as a Defense Counsel, he was awarded the
Navy Achievement Medal; as a Prosecutor he was awarded the Navy
Commendation Medal. He also earned a Command and Staff Diploma
from the Naval War College.

Mark D. Bradford, 39, has extensive experience with document
organization software for discovery and trial preparation. He
received his J.D. in 1998 from Fordham University School of Law,
where he was editor-in-chief of the Environmental Law Journal
(1997-98). He graduated from Brown University with an A.B. with
honors in 1987. Mr. Bradford is the author of "The United
States, China and the Basel Convention on the Transboundary
Movement of Hazardous Waste and Their Disposal," 8 Fordham
Envtl. L.J. 305 (1997).

Nathan T. Alexander, 30, received his J.D. with honors from the
University of Minnesota Law School in 2001, where he was a Royal
Stone Scholar and Smith Scholar. He also served as a director to
the International Moot Court and participated in the
international rounds of the Philip C. Jessup International Moot
Court Competition as a member of the University of Minnesota Law
School's competition team. While in law school, Mr. Alexander
clerked for the Honorable Harold Furchtgott-Roth, FCC
Commissioner. He graduated from Liberty University with a B.S.
in 1995.

* Garden City Names Freda Director, Business Reorganization Div.
The Garden City Group, Inc., President David A. Isaac announced
the recent appointment of Kenneth M. Freda as director of the
company's business reorganization division.

The company believes that Freda, a former Deputy Clerk of the
United States Bankruptcy Court for the Southern District of New
York is a perfect addition to GCG, which serves as a class
action settlement and Chapter 11 administration firm.

"I look forward to supporting the growth and development of
GCG's dynamic business reorganization division. The company has
a strong network of talent and capabilities, and I welcome the
opportunity to build on this successful foundation," said Freda.

Before joining GCG, Freda served as work leader in case
administration at the United States Bankruptcy Court, Southern
District of New York as its contact for Claims Agents appointed
to large Chapter 11 cases.

He was a senior member of the electronic case filing training
staff, which offered classes to bankruptcy attorneys, members of
judges' staff, paralegals, and others on electronic docketing,
and assisted in the formulation of the Court's quality control
guidelines. Freda also supervised the Court's dockets, generated
notices to creditors, and processed legal documents.

Earlier in his career, he was employed by the United States
Department of Justice as a senior bankruptcy analyst at the
Office of the United States Trustee for the Southern District of
New York, where he assisted in the administration of bankruptcy

Freda is a graduate of St. Francis College, where he earned a
bachelor of arts degree. He received a certificate of
recognition from Chief Bankruptcy Judge Stuart M. Bernstein and
Cecelia G. Morris, Clerk of Court in May 2000 for having created
and pioneered a training program on electronic case filing for
attorneys who practice in the Southern District of New York.

"Clients will benefit from Mr. Freda's vast experience in
Chapter 11 case administration. We look forward to the
contributions that his bankruptcy expertise will make throughout
our organization," said Isaac. "Adding him to our staff is
another example of GCG's overall commitment to operational
excellence within the company," Isaac further remarked.

GCG, a subsidiary of Crawford & Company, administers class
action settlements, manages Chapter 11 claims administration,
designs legal notice programs, and provides expert consultation
services. Its Web address is

Based in Atlanta, Georgia, Crawford & Company -- is the world's largest
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of
more than 700 offices in 67 countries. Major service lines
include workers' compensation claims administration and
healthcare management services, property and casualty claims
management, class action services, and risk management
information services. The Company's shares are traded on the
NYSE under the symbols CRDA and CRDB.

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
Author:      Rand Araskog
Publisher:   Beard Books
Soft cover:  236 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of
businesses: insurance, hotels, and industrial, automotive, and
forest products.  ITT owned Sheraton Hotels, Caesars Gaming, one
half of Madison Square Garden and its cable network, and the New
York Knickerbockers basketball and the New York Rangers hockey
teams.  The corporation had rebounded from its troubles of the
previous two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Geneen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20
companies in one month).

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiment against conglomerates had become endemic; the
merger became its target and was eventually abandoned.  Next
came a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon
White House; underwriting the 1972 Republican National
Convention.  ITT's poor handling of several antitrust cases was
also making headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1977, and Araskog,
head of ITT's Aerospace, Electronics, Components, and Energy
Group, with more than $1 billion in sales, won the CEO prize a
year later.

Araskog inherited a debt-ridden corporation.  He instituted a
plan of coherent divesting and reorganization of the company
into more manageable segments, but was cut short by one of the
first hostile bids by outside financial interests of the 1980s,
by businessmen Jay Pritzker and Philip Anschutz.  This book is
the insider's story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in
the 1970s and 1980s. Araskog knew everyone.  His writing
reflects his direct, passionate, and focused management style.
He speaks of wars, attacks, enemies within, personal loyalty,
betrayal, and love for his company and colleagues.  In the
book's closing sentences, Araskog says, "We fought when the odds
were against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century.  We hope to keep
the wagon train moving into the twenty-first century and not
have to think about making a circle again.  Once is enough."
Araskog wrote a preface and postlogue for the Beard Books
edition, and provides us with ten years of perspective as well
as insights into what came next.  In 1994, he orchestrated the
breakup of ITT into five publicly traded companies.  Wagon
circling began again in early 1997 when Hilton Hotels made a
hostile takeover offer for ITT Corporation. Araskog eventually
settled for a second-best victory, negotiating a friendly merger
with The Starwood Corporation, in which ITT shareholders became
majority owners of Starwood and Westin Hotels, with the
management of Starwood assuming management of the merged entity.

Today Mr. Araskog continues to serve on the boards of the four
corporations created from ITT, as well as on the boards of Shell
Oil Company and Dow Jones, Inc.  He heads up his own investment
company with headquarters on Worth Avenue, in Palm Beach,


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

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

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 Go 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.

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