TCR_Public/021209.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 9, 2002, Vol. 6, No. 243

                          Headlines

ADELPHIA BUS.: Selling Closed Market Assets to Gateway for $10MM
ADELPHIA COMMS: Employing C.I.T. as Telecom Consultants
AIR CANADA: Supports Mediator's Flight Attendant Recommendations
ALLEGHENY ENERGY: Board Suspends Quarterly Cash Dividend
AMERICAN HOMEPATIENT: Will Restate 2001 and Q1 & Q2 2002 Results

AMERICAN PAPER GROUP: Has Until Friday to Declare Lead Bidder
AMES DEPARTMENT: Rejects Infotech Outsourcing Contract with IBM
AMSCAN HOLDINGS: S&P Ups Corporate Credit Rating to BB- from B+
ANC RENTAL: Committee Turns to FTI for Financial Advice
ASIA GLOBAL CROSSING: Court Grants Interim Okay to Hire Lazard

ASPECT COMM: Ratings Still on Watch Pending $50M Preferreds Sale
BASIS100: Reduces Corp. Overhead Expenses by CDN$3-Mil Annually
BEST BUY: Will Publish Third Quarter Earnings on December 17
CALIFORNIA WESTERN: Commences Chapter 11 Bankruptcy Proceeding
CALIFORNIA WESTERN RAILROAD: Voluntary Chapter 11 Case Summary

CARESIDE INC: Palm Finance Extends $2 Million DIP Financing
CASELLA WASTE: Generates $25.8MM of EBITDA in 2nd Quarter 2003
CENTERPOINT: Declares Partial Texas Genco Share Distribution
CEYONIQ INC: Initiates Voluntary Financial Reorganization
CEYONIQ INC.: Case Summary & 20 Largest Unsecured Creditors

CHESAPEAKE ENERGY: Fitch Affirms Senior Unsecured Notes at BB-
CHESAPEAKE ENERGY: Commencing $150M Private Senior Note Offering
CHESAPEAKE ENERGY: Plans to Commence 20-Million Share Offering
CHESAPEAKE ENERGY: Preparing Prospectus for Equity Offering

COAST HOTELS: S&P Revises Ratings Outlook to Stable from Pos.
CONSECO INC: Fitch Downgrades 45 MH Transactions Ratings to C
CORNING: Will Take $825MM Goodwill & Impairment Charges in Q4
COVANTA: Seeks Court Nod to Renew & Modify AIG Insurance Program
DEL MONTE: Issuing New $300 Million of Senior Subordinated Notes

DEL MONTE: Heinz Transaction Continues to Proceed on Schedule
DELTA AIR LINES: November 2002 System Traffic Climbs 11%
ENRON CORP: National City Seeks Stay Relief Re Trust Securities
EVERCOM INC: Reaches Agreement for Debt Workout via Equity Swap
FARMLAND INDUSTRIES: All Proofs of Claim Due on January 10, 2003

FEDERAL-MOGUL: Court Grants Committees More Time to File Actions
FLEMING: Continues Talks to Sell Certain Wisconsin Retail Stores
GENCORP: Affirms 2002 Earnings Guidance & Provides 2003 Outlook
GENEVA STEEL: Engages Tanner + Co. as New Independent Auditors
GENUITY: Asks Court Okay to Set-Up Asset Sale Bidding Protocol

GLASSMASTER CO.: Recurring Losses Raise Going Concern Doubts
GLOBAL CROSSING: Court Approves New Tecota Lease Agreement
GOLF AMERICA: Committee Taps Kronish Lieb as Lead Counsel
HAYES LEMMERZ: Obtains OK to Renew AFCO Insurance Financing Deal
HERCULES INC: S&P Rates $350MM Sr. Sec. Credit Facilities at BB

HOLLYWOOD ENTERTAINMENT: Offering $200MM Sr. Subordinated Notes
HORSEHEAD INDUSTRIES: Wants to Stretch Exclusivity to March 31
HUGHES ELECTRONICS: Refinances and Extends Sr. Credit Facilities
IMC GLOBAL: S&P Assigns BB Rating to Proposed $100MM Sr. Notes
INDYMAC BANCORP: S&P Changes Outlook to Stable from Negative

INTEGRATED HEALTH: Selling Operations to Trans Healthcare Inc.
MAGNUM HUNTER: Executives Sell 482,000+ Shares in Block Trade
MARK NUTRITIONALS: Reports Major Progress in Chapter 11 Reorg.
MORGAN STANLEY: Fitch Cuts Ratings on 3 Note Classes to Low-Bs
MSDW OWNER: Fitch Downs Ratings on 2000-F1 Class G Notes to B-

NATIONAL STEEL: PBGC Intends to Assume Company's Pension Plans
NCS HEALTHCARE: Postpones Vote on Merger with Genesis Health
NIAGARA MOHAWK: Verifies NYPSC Staff Position Re Pension Expense
NOVATEL WIRELESS: Fails to Meet Nasdaq Min. Equity Requirement
NOVEX SYSTEMS: Accountants Radin Glass Air Going Concern Doubts

OAKWOOD HOMES: S&P Downgrades Class B-2 Rating to D
OCEAN POWER: Hires Halperin & Associates as Bankruptcy Counsel
PCNET INT'L: Creditors Unanimously Approve Plan of Arrangement
PENTON MEDIA: NYSE Accepts Plan to Meet Listing Requirements
PUTNAM: Fitch Places Fixed Rate Note Ratings on Watch Negative

SAFETY-KLEEN CORP: Plans to Line-Up $250 Million Exit Financing
SAKS INC: Reports 7% Comparable Store Sales Decline in November
SANMINA-SCI CORP: S&P Downgrades Corporate Credit Rating to BB-
SEVEN SEAS PETROLEUM: Has Until Today to Cure Potential Default
SIMULA: Kennedy Capital Management Discloses 10.6% Equity Stake

SLOAN'S AUCTION: Files Chapter 11 Petition in Greenbelt, Md.
SOLECTRON: Will Announce First Quarter 2003 Results on Dec. 19
SOLUTIA: Fitch Affirms Sr. Sec. Facility & Note Ratings at BB-/B
SPECTRASITE HOLDINGS: Files Plan & Disclosure Statement in N.C.
STELCO INC: Consolidates Nanticoke & Hamilton Operations

US AIRWAYS: Wachovia Demands Payment for Administrative Expenses
UAL CORP: Loan Guaranty Rejection Spurs Corp. Credit Cut to D
UNITED AIRLINES: Continental Applaud ATSB for 'Right' Decision
UNITED AIRLINES: Traffic Up 7.7% as Load Factor Rises to 69.2%
UNITED AIRLINES: Assuring Customers Planes Will Keep Flying

WA TELECOM: Verso Obtains Court Nod to Pay for NACT Acquisition
WARNACO GROUP: Seeking Approval on Speedo Settlement Agreement
WIDECOM GROUP: Accountants Doubt Ability to Continue Operations
WORLD AIRWAYS: Proposes Flight Attendant Pay Increases & Changes
WYNDHAM INT'L: Closes $345-Million Asset Sale to Westbrook Hotel

YOUTHSTREAM MEDIA: Bankruptcy Filing Likely if Arrangement Fails
YUM! BRANDS: Will Hold Annual Executive Update on Wednesday

* BOND PRICING: For the week of December 9 - 13, 2002

                          *********

ADELPHIA BUS.: Selling Closed Market Assets to Gateway for $10MM
----------------------------------------------------------------
In connection with the downsizing of their business operations,
Adelphia Business Solutions, Inc., together with its debtor-
affiliates and their financial advisers have actively marketed
and solicited bids for the various telecommunications assets and
related executory contracts and unexpired leases associated with
the markets which they intend to close.  These extensive
marketing efforts have resulted in the execution of an asset
purchase agreement for the assets relating to certain of the
closed markets.

Pursuant to the Agreement, the ABIZ Debtors have agreed to sell
certain assets and to assume and assign certain executory
contracts and unexpired leases to Gateway Columbus, LLC, for
$10,700,000, plus the assumption of certain contractual
liabilities.  The sale is subject to higher and better offers.

The salient terms of the Agreement are:

   A. Purchase Price: Gateway will pay the Debtors $10,700,000,
      subject to certain adjustments, for the Sale Assets and
      the Assumed Contracts.  Gateway has already deposited
      $1,000,000 with the designated escrow agent pursuant to an
      escrow agreement executed by the parties.  The Earnest
      Money Deposit will be applied to the Purchase Price after
      closing with Gateway;

   B. Payment of Aggregate Burn Amount: During the period
      commencing on October 11, 2002 and concluding on the date
      of closing, Gateway will pay on the Debtors' behalf, all
      commercially reasonable interim operating expenses
      relating to the Sale Assets and the Assumed Contracts, up
      to $400,000 per month.  The Aggregate Burn Amount is an
      additional component of the total consideration and is
      estimated to add an additional $800,000 to $1,000,000 to
      the Sale Transaction; and

   C. Sale Assets: At the Closing, Seller will sell, assign,
      transfer, convey, and deliver to Buyer, and Buyer will
      purchase and accept from Seller, all of Seller's right,
      title, and interest in, to and under all of the Assets,
      wherever located, whether tangible or intangible, as
      existing on the Closing Date, including any manufacturers'
      warranties on the Assets, but not including Seller's cash
      and accounts receivable or any assets not listed on
      Schedule 2.1, free and clear of all Liens, subject to the
      Buyer's payment of the Cure Amounts.  In addition, the
      Agreement allows for the Debtors and Gateway to agree to a
      written modification of Schedule 2.1.

The Debtors ask the Court to approve the sale of the assets to
Gateway, subject to higher and better bids.

Ms. Liu contends that the proposed sale of the Assets is well
within the Debtors' sound business judgment.  The Debtors
announced its intention to discontinue operations in the Closed
Markets several months ago and the Closed Markets are not part
of the Debtors' future business plans.  The Debtors believe that
any net sale proceeds realized from the Auction will represent
the fair market value for the Sale Assets and that the Auction
is the most appropriate mechanism to generate maximum value from
the Closed Markets.

Other than the liens granted to Beal Bank, as postpetition
lender under the credit agreement dated August 7, 2002, and the
liens granted to ACOM in respect of the limited postpetition
funding provided by ACOM in the credit agreement dated March 27,
2002, the Debtors are not aware of any liens relating to the
Assets, except for certain purchase money security interests
asserted by Lucent Technologies, Inc.  Accordingly, the Court
should authorize the Debtors to sell the Assets, free and clear
of any and all liens, claims and encumbrances with any of liens
to be transferred and attached to the net proceeds of the sale,
with the same validity and priority that these liens, claims and
encumbrances had against the Sale Assets. (Adelphia Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADELPHIA COMMS: Employing C.I.T. as Telecom Consultants
-------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Adelphia Communications, and its debtor-affiliates seek the
Court's authority to employ Collective Infrastructure Technology
Inc. as telecommunications consultants to assist them with
allocating costs incurred for certain telecommunications
services.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in
New York, relates that since November 4, 2002, C.I.T. has been
assisting the ACOM Debtors with the review and analysis of
certain of the ACOM Debtors' telecommunications contracts in an
effort to determine what telecommunications services are
properly allocable to the ACOM Debtors and which are allocable
to the Debtors' former affiliate, ABIZ.  By letter agreement
dated November 6, 2002, C.I.T. signed an engagement letter with
the ACOM Debtors.  As C.I.T. has been providing valuable
services to the ACOM Debtors' estates since November 4, 2002,
C.I.T. should be employed nunc pro tunc to that date.

According to Ms. Chapman, C.I.T. is a telecommunications
consulting firm comprised of professionals who collectively have
years of experience in the design, engineering and
implementation of landline and wireless voice, high speed data,
terrestrial video, satellite video and surveillance systems.  In
addition, C.I.T., through its consultants, has experience in
negotiating interconnection agreements and billing arrangements,
including but not limited to analyzing ILEC and CLEC tariffs,
for major telecommunications companies.

The services that C.I.T. will render in these cases will
principally involve assisting the Debtors in analyzing certain
of their telecommunications and charges and contracts.  More
particularly, these include:

   A. Telecommunication Charges: The Debtors obtain many of
      their telecommunications services pursuant to contracts
      between third party telecommunications service providers
      and ABIZ. As a result, several TSPs currently are seeking
      payment from ABIZ for services which were provided in part
      for the benefit of the Debtors' estates.  Rather than
      paying the Obligations to the TSPs and seeking partial
      reimbursement from the Debtors, ABIZ has asked the Debtors
      to pay their portion of the Obligations to the TSPs
      directly.  To facilitate this approach, ABIZ has prepared
      a report allocating the Obligations between the Debtors
      and ABIZ. Since the nature of the telecommunications
      services provided to the Debtors' estates and the
      allocations prepared by ABIZ are technical in nature and
      require expertise beyond the Debtors' current
      capabilities, the Debtors have requested C.I.T.'s services
      to verify the ABIZ allocation.

      Since November 4, 2002, C.I.T. has begun to review and
      analyze the detailed invoices from TSPs.  In addition,
      C.I.T. has begun to review the detailed allocations
      prepared by ABIZ which are the basis for the ABIZ request
      that the Debtors pay certain TSPs directly.  The ultimate
      objective of this review is to determine the extent and
      value of services provided to the Debtors' estates,
      pursuant to agreements between the TSPs and ABIZ.
      Utilizing information provided by ABIZ and the TSPs,
      including the contracts, invoices, and any detailed
      calculations or analyses of the Obligations, when
      necessary and appropriate, C.I.T. will challenge the
      charges by and credits from the TSPs and the allocation of
      the Obligations prepared by ABIZ; and

   B. Telecommunications Contracts:  In addition to analyzing
      the charges and invoices, at the Debtors' request, C.I.T.
      will also review the terms of existing telecommunications
      contracts that benefit the Debtors' estates, including the
      contracts between ABIZ and TSPs.  C.I.T.'s review will
      include an analysis as to whether or not the terms and
      conditions of the contracts are market and a
      recommendation whether or not to assume or reject the
      contract.  In addition, if it is determined that a
      contract is not market and is a possible candidate for
      rejection, then C.I.T. will assist the Debtors in
      negotiating the terms and conditions of a new contract
      with a TSP for the required services related to the
      contract.  The types of contracts to be reviewed may
      include collocation agreements, SS7 arrangements, billing,
      facilities, interconnection, customer, and carrier
      agreements.

Subject to the Court's approval, C.I.T. will seek compensation
for its services at its regular hourly rates.  Additionally,
C.I.T. will seek reimbursement of out-of-pocket expenses
incurred in performing services for the Debtors.  The
professionals who primarily will be rendering services in these
cases are:

   -- Dennis M. McClure, Senior and Lead Consultant;

   -- Stephen C. Jacobsen, Senior Consultant;

   -- Thomas Schroeder, Chief Operation Officer; and

   -- Christopher Marino, President & CEO.

The current hourly rate for each of these professionals is $235.
These rates are subject to periodic adjustment based on economic
and other conditions.

In light of the complexity of the industry in which the Debtors
operate and the current undertaking to continue to separate the
operations of ABIZ from that of ACOM, the ACOM Debtors require
the assistance of telecommunications consultants to render the
services.  C.I.T. has substantial expertise and is well
qualified to perform these services and represent and advance
the Debtors' interests in these Chapter 11 cases.  Accordingly,
the Debtors believe that C.I.T. is the most appropriate choice
among telecommunications consultants to assist the Debtors in
their endeavors to properly allocate the costs and benefits to
these estates in respect of telecommunications charges and
contracts.

C.I.T. President Christopher J. Marino, assures the Court that
the C.I.T. principals and professionals:

   -- do not have any connection with the Debtors, their
      creditors, or any party-in-interest, or their attorneys;

   -- do not hold or represent an interest adverse to the
      estate; and

   -- are "disinterested persons" within the meaning of
      Section 101(14) of the Bankruptcy Code. (Adelphia
      Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)

Adelphia Communications' 8.125% bonds due 2003 (ADEL03USR1),
DebtTraders says is trading at 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL03USR1
for real-time bond pricing.


AIR CANADA: Supports Mediator's Flight Attendant Recommendations
----------------------------------------------------------------
Air Canada supports Mediator George Adams' recommendations on
the outstanding issues relating to finalization of the
collective agreement between the airline and the Air
Canada Component of the Canadian Union of Public Employees
(CUPE), representing the airline's 8000 flight attendants.

"This has been a very difficult round of negotiations set
against a challenging environment for the airline industry along
with the complexity of integrating two work forces with
distinctive histories," said Kevin Howlett, Vice-President,
Labour Relations for Air Canada. "In this context, Mr. Adams'
recommendations provide a satisfactory outcome and we look
forward to a successful ratification of this tentative agreement
by the CUPE membership."

The tentative agreement is subject to formal ratification by
both the airline's flight attendants and the corporation.

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

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AIRC11CAN1) are trading between 65 and 67. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for real-time bond pricing.


ALLEGHENY ENERGY: Board Suspends Quarterly Cash Dividend
--------------------------------------------------------
At its meeting Thursday, Allegheny Energy's Board of Directors
suspended the Company's quarterly cash dividend on its common
stock.

The Company announced on October 9, 2002, its intention to
reduce or suspend its current dividend through at least the
fourth quarter of 2003. This step and other actions taken
throughout the year are part of Allegheny Energy's previously
announced strategic and financial repositioning aimed at
increasing its financial flexibility and improving cash flow.

Allegheny Energy believes that suspending the dividend is the
prudent course of action at this time to support its efforts to
enhance cash flow, reduce debt, and improve its credit ratings.

Commenting on the change, Allegheny Energy Chairman, President,
and Chief Executive Officer Alan J. Noia said, "While our Board
of Directors recognizes the importance of rewarding our
shareholders with a consistent cash dividend, we believe this
action is prudent and necessary. Our core businesses remain
fundamentally sound, and we expect to work through our short-
term liquidity needs in a timely manner."

Allegheny Energy has already taken steps to reduce its cost
structure, preserve cash, and strengthen its balance sheet,
including reducing the Company's reliance on its wholesale
energy trading business; reducing pre-tax operating expenses in
2002; cancelling the development of several generating
facilities, saving $700 million in capital expenditures over the
next several years; and reducing the workforce by approximately
10 percent through a voluntary early retirement option, normal
attrition, and selected staff reductions.

Additionally, as announced on October 21, 2002, the Company has
received authority from the U.S. Securities and Exchange
Commission to borrow up to $2 billion on a secured basis.
Allegheny Energy is continuing to work with its bank lenders to
ensure the long-term financial health of the Company and is
pleased with the support that its lenders have provided.

With headquarters in Hagerstown, Md., Allegheny Energy is an
integrated Fortune 500 energy company with a balanced portfolio
of businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities and supplies energy and
energy-related commodities in selected domestic retail and
wholesale markets; Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia; and a business offering fiber-optic and data services,
energy procurement and management, and energy services. More
information about the Company is available at
http://www.alleghenyenergy.com

Allegheny Energy Inc.'s 7.750% bonds due 2005 (AYE05USR1),
DebtTraders reports, is trading at 72 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AYE05USR1for
real-time bond pricing.


AMERICAN HOMEPATIENT: Will Restate 2001 and Q1 & Q2 2002 Results
----------------------------------------------------------------
American HomePatient, Inc., (OTCBB:AHOM)(OTCBB:AHOME) will
restate financial results for the 2001 fiscal year and for the
first and second quarters of the 2002 fiscal year.

Arthur Andersen, LLP previously served as the Company's
independent auditors. On August 14, 2002, the Company engaged
Deloitte & Touche LLP as its independent auditors, subject to
approval of the United States Bankruptcy Court for the Middle
District of Tennessee, Nashville Division. On August 14, 2002,
the Company also filed its second quarter Form 10-Q without
review by outside auditors. On October 21, 2002 the Bankruptcy
Court approved the appointment of Deloitte as the Company's
independent auditors.

Subsequent to the issuance of the Company's June 30, 2002
consolidated financial statements, and in connection with
Deloitte's interim financial statement review, the Company's
management re-evaluated the accounting treatment for certain
fees associated with the Company's Fifth Amended and Restated
Credit Facility entered into in June 2001, and the Company
determined it had incorrectly accounted for such fees in its
2001 and 2002 financial statements. Management previously
believed that the Company's method of recording these fees was
appropriate, and Andersen concurred with management's accounting
treatment of the fees.

The Company's financial statements did not reflect certain
incurred Credit Facility fees and interest, and deferred Credit
Facility fees that should have been expensed. As a result, the
Company will restate its consolidated financial statements for
the year ended December 31, 2001, and for the quarters ended
June 30, 2001, September 30, 2001, December 31, 2001, March 31,
2002 and June 30, 2002. Management anticipates that the
restatement will have the effect of increasing the Company's
fiscal 2001 reported pre-tax loss by approximately $1.7 million
and will improve pre-tax earnings (loss) by approximately
$800,000 in fiscal 2002 from what would have been reported by
the Company under its historical accounting treatment for these
fees. The adjustments described above will not affect the
Company's reported revenues, reported EBITDA, current cash
position or future results of operations.

As a result, the Company has engaged Deloitte to audit the
Company's restated annual financial statements for fiscal 2001
and to perform a review of the Company's interim financial
statements for the second, third and fourth quarters of fiscal
2001 and the first and second quarters of fiscal 2002. Following
the completion of the audit and reviews, the Company will make
amended filings with the SEC to restate its financial statements
to appropriately account for the items discussed above and then
will file the Company's Form 10-Q for the third quarter of 2002.
Until the audit and reviews are completed, investors should not
rely upon the Company's historical financial statements
contained in its Form 10-K for fiscal 2001 or its Forms 10-Q for
the first two fiscal quarters of 2002.

American HomePatient is one of the nation's largest home health
care providers with 285 centers in 35 states. Its product and
service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient's common stock
is currently traded over-the-counter under the symbols AHOM and
AHOME.

The Company filed for Chapter 11 reorganization on July 31,
2002, in the U.S. Bankruptcy Court for the Middle District of
Tennessee. Glenn B. Rose, Esq., of Harwell Howard Hyne Gabbert &
Manner, PC, with offices at 315 Deaderick Street, Suite 1800
Nashville, TN 37238-1800, represents the Company in its chapter
11 cases.


AMERICAN PAPER GROUP: Has Until Friday to Declare Lead Bidder
-------------------------------------------------------------
Bankruptcy Judge William Bodoh early last week gave American
Paper Group until Friday, December 13, 2002, to declare a lead
bidder in the Company's efforts to sell its operations, Knight
Ridder Business News reports.

The report said that while negotiations with MWM Dexter
continue, after both parties entered into a Letter of Intent to
acquire the Company for about $16 million, Our Sunday Visitor
expressed intention to join negotiations to be declared a lead
bidder.

Our Sunday Visitor, based in Indiana, publishes a Catholic
newspaper and church envelopes.

American Paper is owned by a New York investment company.


AMES DEPARTMENT: Rejects Infotech Outsourcing Contract with IBM
---------------------------------------------------------------
Ames Department Stores, Inc., sought and obtained authority from
the Southern district of New York to walk away from an amended
Strategic Outsourcing Services Contract with International
Business Machines Corporation, dated June 1, 1999.  The Debtors
have notified IBM of their intention to reject the Contract and
end IBM's services as of November 13, 2002.

In light of the Debtors' decision to wind down operations, the
Debtors have no more use of the Contract.

Under the Contract, IBM provides information technology services
outsourced by the Debtors, including, but not limited to,
certain payroll, general ledger, merchandising, and website
services, as well as certain maintenance services related
thereto.  The Debtors pay IBM $2,000,000 a month for the
services.  The Contract expires on May 31, 2005. (AMES
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AMSCAN HOLDINGS: S&P Ups Corporate Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's raised its corporate credit rating on party
goods manufacturer Amscan Holdings Inc. to 'BB-' from 'B+'.
Standard & Poor's also raised its subordinated debt rating on
Amscan to 'B' from 'B-'.

The ratings were removed from CreditWatch with positive
implications, where they were placed on June 14, 2002.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating to Amscan's proposed $200 million senior secured credit
facilities due June 15, 2007. The bank loan rating is based on
preliminary terms and conditions and is subject to review once
full documentation is received. Proceeds from the bank loan will
be used to refinance Amscan's existing credit facilities.

The company's senior secured debt rating is the same as the
corporate credit rating. The senior secured facility comprises a
$170 million term loan and a $30 million revolving credit
facility, both of which mature in 4.5 years.

The outlook is stable. Pro forma for the refinancing, Amscan had
about $300 million of total debt outstanding as of Sept. 30,
2002.

"The ratings upgrade and CreditWatch resolution reflect the
company's improving operational and financial performance as
well as Standard & Poor's expectation that credit protection
measures will continue to strengthen in the intermediate term,"
said Standard & Poor's credit analyst David Kang. "In addition,
Amscan recently announced that, because of market conditions, it
will withdraw plans for an IPO. Instead, the company will
refinance its existing credit facilities."

The ratings reflect Amscan's participation in the fragmented,
highly competitive party goods industry as well as the company's
leveraged financial profile. These factors are partially offset
by solid industry growth and a diversified product mix.

Elmsford, New York-based Amscan designs, manufactures, and
distributes party goods and metallic balloons. The wholesale
market for these items in the U.S. is estimated to be about $1.8
billion. Amscan is also a leading supplier to the party
superstore distribution channel, which accounts for about 33% of
decorative party goods sales. This industry has grown
steadily during the past several years and is expected to
continue exhibiting strong growth due to favorable demographic
trends. The industry is very fragmented and includes smaller
independents as well as large manufacturers. Amscan's product
line is one of the broadest in the industry, and this enables
the company to be a single-source supplier to retailers.


ANC RENTAL: Committee Turns to FTI for Financial Advice
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ANC Rental Corporation, together with its debtor-
affiliates, sought and obtained the Delaware Bankruptcy Court's
authority to retain FTI Consulting Inc., as its general advisor
on financial and accounting matters, effective as of August 30,
2002.

FTI purchased PricewaterhouseCoopers' Business Recovery Services
practice and related assets and receivables on August 30, 2002.
Because of that transaction, the professionals at PwC who were
advising the Committee have joined FTI.

The Committee has deemed it best to retain FTI rather than
retain other firms whose professionals are not privy to the
Debtors' Chapter 11 cases.

FTI will be retained on the same terms and conditions as in the
previous PwC application.  PwC will continue to provide
consultation services on Information Technology, which is an
expertise that FTI does not currently possess. (ANC Rental
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Court Grants Interim Okay to Hire Lazard
--------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates, seek the
Court's authority to employ Lazard Freres & Co. LLC as its
financial advisors and investment bankers.

The AGX Debtors want Lazard to provide financial advisory and
investment banking services during these Chapter 11 cases, all
in accordance with the terms of the engagement letter as amended
and restated on October 29, 2002, and the related
indemnification agreement.

Asia Global Crossing CEO Jack Scanlon relates that Lazard is a
private investment banking firm with roots dating back to 1848.
On a global basis, the firm has 2,700 employees, with 25 offices
in 16 countries, including U.S. offices in New York, Chicago,
and San Francisco.

Lazard's broad range of corporate advisory services includes
services pertaining to:

   -- general financial advice;

   -- domestic and cross-border mergers and acquisitions;

   -- divestitures;

   -- privatization;

   -- special committee assignments;

   -- takeover defenses;

   -- corporate restructurings; and

   -- strategic partnerships/joint ventures.

In addition, Lazard maintains a presence in capital markets and
has a significant asset management business.  Lazard is also a
registered broker-dealer and an investment adviser with the
United States Securities and Exchange Commission and is also a
member of the New York, American and Chicago Stock Exchanges,
the National Association of Securities Dealers and the SIPC.

Mr. Scanlon explains that the Debtors chose Lazard as their
financial advisors and investment bankers because Lazard and its
senior professionals have an excellent reputation for providing
high quality financial advisory and investment banking services
to debtors and creditors in bankruptcy reorganizations and other
debt restructures, and of Lazard's knowledge of the Debtors'
financial and business operations.

Lazard developed its knowledge of the Debtors' financial and
business operations in connection with its assistance to the
Debtors in preparing for the commencement of these proceedings,
including:

   A. advising and meeting with management, the Board of
      Directors and its committees with respect to various
      financial matters;

   B. assisting the Debtors and their counsel in evaluating
      their businesses, assets, and operations;

   C. assisting the Debtors in negotiating and communicating
      with the holders of the Debtors' various debt issues with
      respect to various matters; and

   D. assisting the Debtors in negotiating and communicating
      with the holders of various vendor and other claims with
      respect to various matters.

In addition to Lazard's understanding of the Debtors' financial
history and business operations and the telecommunications
industry, Lazard and its senior professionals have extensive
experience in the reorganization and restructuring of troubled
companies, both out-of-court and in Chapter 11 proceedings.
Lazard's employees have advised debtors, creditors, equity
constituencies and government agencies in numerous complex
financial reorganizations.  Since 1990, these professionals have
been involved in over 200 restructurings, representing over
$300,000,000,000 in liabilities.

"The resources, capabilities, and experience of Lazard in
advising the Debtors is crucial to the Debtors' successful
restructuring.  An experienced financial advisor like Lazard
fulfills a critical need that complements the services offered
by the Debtors' other restructuring professionals," he adds.

Lazard will concentrate its efforts on:

   -- formulating strategic alternatives;

   -- negotiating with the Debtors' banks, bondholders, and
      other creditor constituencies; and

   -- assisting the Debtors in formulating and implementing a
      viable Chapter 11 plan of reorganization.

Neither law firms nor accounting firms have the experience or
resources necessary to do this kind of work.  For these reasons,
the Debtors require the services of a capable and experienced
financial advisory firm like Lazard.

Prior to retaining Lazard, Mr. Scanlon relates that the Debtors'
senior management interviewed senior personnel of, and
considered proposals from, other financial advisory and
investment banking firms.  The Debtors evaluated each firm on a
number of criteria, including:

   -- the overall restructuring experience of each firm and
      their professionals;

   -- the overall financial advisory and investment banking
      capabilities of the firm;

   -- the firm's experience in advising large companies in
      Chapter 11;

   -- the likely attention of the senior personnel of the firm;
      and

   -- the compensation to be charged.

After due consideration, the Debtors concluded that Lazard was
best qualified to provide financial advisory and investment
banking services to the Debtors at a reasonable level of
compensation.

Lazard is expected to:

   A. review and analyze the Debtors' businesses, operations and
      financial projections;

   B. evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

   C. assist in the determination of an appropriate capital
      structure for the Debtors;

   D. assist in the determination of a range of values for the
      Debtors on a going concern and liquidation basis;

   E. advise the Debtors on tactics and strategies for
      negotiating with their various groups of creditors;

   F. render financial advice to the Debtors and participate in
      meetings or negotiations with the Creditors in connection
      with any Restructuring Transaction;

   G. advise the Debtors on the timing, nature, and terms of any
      new securities, other consideration or other inducements
      to be offered to its creditors in connection with any
      Restructuring Transaction and provide investment banking
      services reasonably related to the sale and placement of
      private or public debt and equity;

   H. assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the implementation of any Restructuring Transaction
      including preparation of documents associated with any
      bankruptcy proceeding;

   I. provide financial advice and assistance to the Debtors in
      developing and obtaining confirmation of a plan of
      reorganization, and as the same may be modified from time
      to time;

   J. assess the possibilities of bringing in new lenders and
      investors to replace, repay or settle with any of the
      creditors;

   K. advise the Debtors with respect to the structure of and
      negotiations relating to a Sale Transaction, including any
      potential sale of all or a portion of the Debtors' assets
      or securities to, or any merger or consolidation of all or
      a portion of the Debtors with and into, any other person
      or entity;

   L. assist in arranging financing for the Debtors;

   M. advise and attend meetings of the Debtors' Board of
      Directors; and

   N. provide testimony, as necessary, in any proceeding in any
      judicial forum.

Lazard Managing Director Alexander F. Stern, assures the Court
that neither Lazard nor any of its professional employees has
any connection with or holds any interest adverse to, the
Debtors, their significant creditors, or any other party-in-
interest, or their attorneys or accountants, or the Office of
the United States Trustee or any person employed in the Office
of the United States Trustee, in the matters for which Lazard is
proposed to be retained.  In addition, Lazard is a
"disinterested person", as the term is defined in Section
101(14) of the Bankruptcy Code and as required under Section
327(a).  However, Lazard represented these parties in unrelated
matters:

   -- Microsoft Corp.,
   -- CNET Networks Inc.,
   -- Yahoo! Inc.,
   -- Wyndham International,
   -- Starwoods Hotels & Resorts Worldwide,
   -- Arthur Andersen LLP,
   -- Cravath Swaine & Moore,
   -- Friedman Kaplan Seiler & Adelman LLP,
   -- Gibson Dunn & Crutcher,
   -- Minter Ellison,
   -- Richards Layton & Finger,
   -- Sullivan & Cromwell,
   -- Swidler Berlin Shereff Friedman LLP,
   -- Exodus Communications,
   -- Mellon Bank Corp.,
   -- JP Morgan Chase, and
   -- Credit Suisse First Boston.

The Debtors will compensate Lazard these fees:

   A. Monthly Financial Advisory Fees: The Debtors will pay
      Lazard a $250,000 monthly financial advisory fee for each
      month of Lazard's engagement commencing November 2002;
      provided, however, that if Lazard continues to act as
      investment banker to the Debtors following the closing of
      a Restructuring Transaction or Sale Transaction, the
      monthly financial advisory fee for any months after
      closing will be $100,000.  The monthly financial advisory
      fee will be payable in advance on the 15th day of each
      month during the term of Lazard's engagement.  All monthly
      financial advisory fees payable for the months of November
      2002 and December 2002 will be credited against the
      Restructuring Transaction Fee or Sale Transaction Fee, if
      payable;

   B. Restructuring Transaction Fee: In the event that the
      Debtors consummate a Restructuring Transaction, the
      Debtors will pay Lazard a $3,500,000 Restructuring
      Transaction fee, $1,000,000 of which will be payable
      promptly on the earliest to occur of the:

      -- signing of a definitive agreement with respect to a
         Restructuring Transaction,

      -- public announcement of a Restructuring Transaction, and

      -- bankruptcy court approval of a Restructuring
         Transaction.

      The remaining $2,500,000 will be payable promptly after
      the closing of the Restructuring Transaction.  Payment of
      the Restructuring Transaction Fee will be credited against
      any Sale Transaction Fee, which subsequently becomes
      payable. To the extent that monthly financial advisory
      fees with respect to the months of November and December
      2002 become payable after payment of the first portion of
      the Restructuring Transaction Fee, these fees will accrue
      but need not be paid to Lazard as these fees are
      creditable against the Restructuring Transaction Fee.  In
      the event that the first portion of the Restructuring
      Transaction Fee is paid to Lazard and the agreement to
      enter into the Restructuring Transaction is terminated
      prior to the consummation of the transactions, Lazard will
      return this portion of the Restructuring Transaction Fee
      to the Debtors promptly following public announcement by
      the Debtors of the termination, less any accrued monthly
      financial advisory fees with respect to November and
      December 2002. For the avoidance of any doubt, no monthly
      financial advisory fees paid to Lazard, other than those
      for the months of November and December 2002, will be
      credited against the Restructuring Transaction Fee; and

   C. Sale Transaction Fee: In the event that the Debtors
      consummate a Sale Transaction, the Debtors will pay Lazard
      a $3,500,000 Sale Transaction fee, $1,000,000 of which
      will be payable promptly on the earliest to occur of the:

      -- signing of a definitive agreement with respect to a
         Sale Transaction,

      -- public announcement of a Sale Transaction, and

      -- bankruptcy court approval of a Sale Transaction.

      The remaining $2,500,000 of the fee will be payable
      promptly after the closing of the Sale Transaction.
      Payment of the Sale Transaction Fee will be credited
      against any Restructuring Transaction Fee, which
      subsequently becomes payable.  To the extent that monthly
      financial advisory fees with respect to the months of
      November and December 2002 become payable after payment of
      the first portion of the Sale Transaction Fee, these fees
      will accrue but need not be paid to Lazard as these fees
      are creditable against the Sale Transaction Fee.  In the
      event that the first portion of the Sale Transaction Fee
      is paid to Lazard and the agreement to enter into the Sale
      Transaction is terminated prior to the consummation of the
      transactions, Lazard will return the portion of the Sale
      Transaction Fee to the Debtors promptly following public
      announcement by the Debtors of the termination, less any
      accrued monthly financial advisory fees with respect to
      November and December 2002.  For the avoidance of any
      doubt, no monthly financial advisory fees paid to Lazard,
      other than those for the months of November and December
      2002, will be credited against the Sale Transaction Fee.

Lazard also will seek reimbursement for reasonable out-of-pocket
expenses, and other fees and expenses, including reasonable
expenses of counsel, if any.  Lazard will follow its customary
expense reimbursement guidelines and practices in seeking
expense reimbursement from the Debtors.

The Debtors acknowledge and agree that Lazard's restructuring
expertise, as well as its capital markets knowledge, financing
skills and mergers and acquisitions capabilities, some or all of
which may be required by the Debtors during the term of Lazard's
engagement, were important factors in determining the amount of
the Monthly Financial Advisory Fees, Restructuring Transaction
Fee, and Sale Transaction Fee and that the ultimate benefit to
the Debtors of Lazard's services likely could not be measured
merely by reference to the number of hours to be expended by
Lazard's professionals in the performance of these services.

Mr. Scanlon explains that the contingent Restructuring
Transaction Fee and Sale Transaction Fee have been agreed on by
the parties in anticipation that:

   -- a substantial commitment of professional time and effort
      will be required of Lazard and its professionals;

   -- the commitment may foreclose other opportunities for
      Lazard; and

   -- the actual time and commitment required of Lazard and its
      professionals to perform services may vary substantially
      from week to week or month to month, creating "peak load"
      issues for the firm.

The Debtors believe that the fee structure and indemnification
provisions are reasonable terms and conditions of employment in
light of:

   -- industry practice;

   -- market rates charged for comparable services both in and
      out of the Chapter 11 context;

   -- Lazard's substantial experience with respect to financial
      advisory and investment banking services; and

   -- the nature and scope of work already performed by Lazard
      prior to the Petition Date and to be performed by Lazard
      in these Chapter 11 cases.

Pursuant to the Engagement Letter between the Special Committee
of the Board of Directors of Asia Global Crossing Ltd. and
Lazard dated December 4, 2001, and the Engagement Letter between
Asia Global Crossing Ltd. and Lazard dated February 11, 2002,
Mr. Scanlon informs the Court that the Debtors have paid
$3,750,000 to Lazard, which includes the portion of the Sale
Transaction Fee payable after the announcement of a Sale
Transaction, and the Monthly Advisory Fees for December 2001
through November 2002. In addition, the Debtors have paid
$415,512.43 to Lazard, as reimbursement for expenses incurred by
Lazard in connection with its representation of the Debtors from
December 2001 through November 13, 2002, and prepayment for
postpetition expenses.

                          *     *     *

Judge Bernstein authorizes the Debtors, effective November 17,
2002, to employ Lazard on an interim basis pending a final
hearing as their investment bankers and financial advisors.  To
the extent accrued during this interim retention, Lazard will
receive only:

   -- its monthly compensation as specified in the Lazard
      Agreement; and

   -- reimbursement of its expenses.

The Restructuring Transaction Fee and the Sale Transaction Fee
will be the subject of a final hearing on Lazard's retention;
provided that, if no timely objections to Lazard's retention are
filed, Lazard will receive the monthly compensation and the
Restructuring Transaction Fee or the Sale Transaction Fee, which
in each case will not be subject to challenge except under the
standard of review set forth in Section 328(a).

Objections to the Debtors' application must be filed with the
Court on or before December 13, 2002.  If timely objections are
received, there will be a hearing held on December 18, 2002, at
10:00 a.m. (Global Crossing Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Asia Global Crossing's 13.375% bonds
due 2010 (AGCX10USN1) are trading between 11.25 and 12.25 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


ASPECT COMM: Ratings Still on Watch Pending $50M Preferreds Sale
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Aspect Communication Corp. remain on CreditWatch with negative
implications where they were placed on October 25, 2002.
Standard & Poor's said it will affirm Aspect's corporate credit
rating at 'B' and its subordinated debt ratings at 'CCC+'
following the completion of the sale of $50 million of preferred
convertible stock to a private investor. Completion of the sale,
subject to SEC and shareholder approval, is expected before the
end of the March 31, 2003, quarter. At that point, Standard &
Poor's expects to remove the ratings from CreditWatch, and the
outlook will be negative.

San Jose, California-based Aspect Communications is a provider
of software-based call center and customer relationship
management solutions. Total debt outstanding was $177 million at
Sept. 30, 2002.

The pending affirmation of the rating is based on Standard &
Poor's assessment of Aspect's capacity to meet the put option on
its subordinated convertible debentures in August 2003.
Bondholders have the right to put the bonds back to Aspect for
settlement in cash or stock or a combination of the two at an
accreted value of $129 million based on the amount of bonds
outstanding as of September 30, 2002.

Aspect has suffered from a difficult purchasing enviroment and
depressed profitability, combined with limited financial
flexibility.

"We do not expect Aspect's operatiang performance to improve
significantly until enterprise spending recovers," said Standard
& Poor's credit analyst Joshua Davis.


BASIS100: Reduces Corp. Overhead Expenses by CDN$3-Mil Annually
---------------------------------------------------------------
Basis100 Inc. (TSX: BAS), a technology solutions provider for
the financial services industry, announced it has reduced its
corporate expenses by $3 million (Cdn) annually and has
restructured its executive office with the focus on growth in
the USA market.

             Changes to the Board of Directors

Effective immediately the Board of Directors of Basis100 is
pleased to announce the appointment of two new directors and
regretfully announces the resignation of one existing director.
Joining the Board of Directors are John L. Albright of J. L.
Albright Venture Partners and Joseph J. Murin of Basis100. Prior
to the founding of J. L. Albright Venture Partners in 1996,
Mr. Albright held senior positions with Jefferson Partners,
First City Capital Markets and Central Capital Corporation. Mr.
Albright is a Chartered Financial Analyst and received his
Bachelor of Business Administration degree from the Schulich
School of Business at York University. Mr. Albright serves as a
director of Descartes Systems Group Inc., Indian Motorcycle
Company, Q9 Networks Inc., and Triple G Systems Group Inc.

Also joining the Board of Directors is Joseph J. Murin as a
director and senior officer of Basis100. Mr. Murin has been
acting as Chief Operating Officer of Basis since December of
2001 and brings his operational experience and USA mortgage
services market experience to Basis100.

"The appointment of the new directors, including the recent
appointment of Mr. Kenneth Rotman, strengthens Basis100's Board
of Directors with operational and capital markets expertise"
states Gary Bartholomew, Chairman of Basis100.

Regretfully, Basis100 announces the resignation of Ivan Wahl as
director. Mr. Wahl provided tremendous input into the growth of
Basis100 and its strategy and will pursue other full time
responsibilities.

The Board of Directors of Basis100 Inc., now consists of Gary
Bartholomew, Chairman, Joseph Murin, Jason Smith, Michael
Johnston, Victor Hum, Burt Napier, John Albright, and Ken
Rotman.

            Changes to the Executive Office

Effective immediately Joseph Murin will assume the
responsibility of Chief Executive Officer of Basis100. Mr. Murin
will focus on the execution of the strategy and operations of
Basis100.

Gary Bartholomew will act in a full time capacity as Chairman of
the Board, focusing on strategy, capital markets relations, and
transitioning all operational responsibilities to Joseph Murin.

With the increased focus on the USA market, the company will
relocate certain of its financial and administrative functions
to the USA. Consequently, Lance McIntosh, Chief Financial
Officer, has tendered his resignation, but has agreed to assist
Basis100 with certain transitional matters. Mr. James Pavlonnis
of Jacksonville FL, will assume the position of interim CFO of
Basis100. Mr. Pavlonnis has been acting as VP Finance for
Basis100 Corp., operating in Jacksonville FL.

"It is important to have USA based expertise around the
execution of the USA strategy at the most senior levels of the
company" states Mr. Murin, CEO Basis100, "Having worked with Mr.
Pavlonnis for the past 15 years directly in the financial
services market, I know he brings to the position not only
direct market experience, but experience in financial management
in both public and private companies".

            Changes to the Corporate Administration

Effective immediately, Basis100 will be terminating a number of
positions in Canada to reduce corporate G&A expenses. Existing
staff in Toronto, Pittsburgh and Jacksonville will assume these
functions going forward. Overall, these reductions will reduce
ongoing operating expenses by approximately $3 million (Cdn)
annually.

                 One Time Restructuring Charge

Basis100 expects to take a one time restructuring charge for
severances and vacation pay of up to $400,000 (Cdn) in the 4th
quarter of 2002.

        Progress on the Sales of the EFA Software Assets

The process of selling the assets of EFA Software is underway
and we expect to see this process concluded in January 2003, as
indicated in the December 2, 2002 press release. The company is
reviewing offers and is continuing the due diligence process
with interested parties.

                      Corporate Matters

On a separate matter, Basis100 Inc. confirmed that its wholly-
owned subsidiaries, e-Net Canada Financial Services Inc., listed
as a holding company in the Annual Information Form dated May
21, 2002 and Online Mortgage Explorer Inc., listed as an
operating company in the Annual Information Form dated May 21,
2002, are both inactive.

Basis100 Inc. is a technology solutions provider for the
financial services industry, which enables businesses to build,
distribute, buy and sell products and services in more efficient
and innovative ways. Basis100's lines of business include:
Lending Solutions for consumer credit, mortgage origination and
processing; Data Warehousing and Analytics Solutions for
automated property valuations, property data-warehousing, data
products and analytics support; and Capital Markets Solutions
for fixed income trading.

For more information about Basis100, visit
http://www.Basis100.com


BEST BUY: Will Publish Third Quarter Earnings on December 17
------------------------------------------------------------
Best Buy Co., Inc., (NYSE:BBY) reported a 16-percent increase in
total sales to $5.50 billion for the Company's fiscal 2003 third
quarter, which ended on Nov. 30, 2002. Total sales were $4.76
billion for the Company's fiscal 2002 third quarter, which ended
on Dec. 1, 2001. The double-digit improvement reflected the
addition of 68 U.S. Best Buy stores in the past 12 months as
well as the inclusion of a full quarter of sales from Future
Shop, which was acquired on Nov. 4, 2001.

The Company's third-quarter comparable store sales declined 0.3
percent, compared with the Company's guidance of no change. The
late Thanksgiving this year, which placed one less week of
holiday sales in the fiscal third quarter, negatively impacted
the quarter's comparable store sales by approximately 1.5
percentage points.

Record Thanksgiving weekend sales contributed to a quarterly
comparable store sales gain at Best Buy stores of 0.7 percent
for the fiscal third quarter, on top of a 1.6-percent gain for
the third quarter of fiscal 2002. At Musicland stores - which
include Media Play, Sam Goody and Suncoast stores - comparable
store sales decreased 10.7 percent for the fiscal third quarter.
Canada-based Future Shop stores posted a comparable store sales
gain of 3.8 percent in the quarter. Magnolia Hi-Fi's comparable
store sales gain was in the low single digits.

"Comparable store sales on Thanksgiving weekend were strong, as
throngs of consumers snapped up digital products," said Brad
Anderson, vice chairman and CEO of Best Buy. "With third-quarter
sales in line with our guidance, we expect third-quarter
earnings to be in the top half of the range we initially
communicated in September."

Anderson added, "Our employees responded effectively to a very
challenging environment in the third quarter. Our ability to
keep pace with the strong performance of last year is a
testament to our employees' continual ability to find compelling
solutions for our customers."

Year-to-date, total sales rose 20 percent to $15.09 billion,
compared with $12.62 billion for the first three quarters of
fiscal 2002. Drivers of the increase included new stores, the
acquisition of Future Shop and a comparable store sales gain of
2.3 percent.

The consumer electronics category increased as a percentage of
total sales during the third quarter, compared with that of the
prior year's third quarter, reflecting double-digit comparable
store sales gains in televisions, digital cameras, satellite
systems and DVD hardware. In addition, Best Buy and Future Shop
stores added to their assortments of digital, plasma and LCD
televisions during the quarter in response to increased customer
demand. Sales in the home office category continued to decline
in the mix due to weakness in sales of desktop computers,
although sales of notebook computers increased in the mix, as
did sales of computer upgrades such as flat-panel monitors and
networking cards. Wireless communications and MP3 player sales
also increased in the mix. In the entertainment software
category, double-digit gains in sales of DVD movies and higher
sales of video gaming more than offset continued declines in
sales of prerecorded music. The appliances category decreased in
the sales mix in the third quarter, as comparable store sales
declined with heightened competition.

Digital products - which include DVD hardware and software,
digital cameras and camcorders, digital TVs, wireless
communication devices and digital broadcast systems - posted
double-digit comparable stores sales gains and comprised 23
percent of sales in the third quarter, up from 17 percent in the
same period last year.

The Company opened 31 Best Buy U.S. stores during its fiscal
third quarter. During the quarter, the Company opened four
Future Shop stores in Canada and successfully launched seven
Best Buy stores in the greater Toronto market. In addition, it
opened a net of seven Sam Goody stores (which included the net
opening of 10 small market Sam Goody stores) and added five
Suncoast stores. Finally, the Company opened three Magnolia Hi-
Fi stores during the quarter. Total retail square footage
increased in the quarter to 35.6 million square feet, an
increase of 10 percent compared with the end of third quarter of
fiscal 2002. At the end of the fiscal third quarter, the Company
operated 546 Best Buy U.S. stores, eight Best Buy Canada stores,
104 Future Shop stores, 19 Magnolia Hi-Fi stores, 76 Media Play
stores, 838 Sam Goody stores and 404 Suncoast stores.

                Comparable Store Sales Rise
              at Best Buy, Future Shop Stores

Comparable store sales for the Company's domestic segment, which
includes all operations exclusive of international operations,
declined 0.3 percent for the fiscal third quarter, reflecting
slight gains at Best Buy stores offset by a decline at Musicland
stores.

The fastest-growing product category at Best Buy stores was
consumer electronics, including digital televisions, large-
screen TVs and digital cameras. The entertainment software
category increased modestly, as gains in sales of DVD software
and video gaming more than offset declines in sales of
prerecorded music. The home office category at Best Buy stores
declined, reflecting continued weakness in sales of desktop
computers. However, sales of networking cards, wireless
communications and notebook computers increased in the mix.
Online sales continued to be a contributor to the third
quarter's comparable store sales gain. Online sales benefited
from a free shipping offer, expanded assortments and site
enhancements, which created a better consumer experience. Total
third-quarter sales at domestic Best Buy stores increased 12
percent to $4.68 billion, reflecting new stores as well as the
comparable store sales gain. The comparable store sales decline
at Musicland stores resulted from continued softness in
prerecorded music sales and heightened competitive activity.
Sales of DVD software and video gaming continued to increase as
a percentage of total sales. The rate of sales growth for these
products slowed during the quarter, compared to higher growth
rates in fiscal 2002, when DVD software and video gaming product
lines were expanded primarily at Sam Goody stores. Sales of
prerecorded music and VHS movies declined in the mix. Total
sales at Musicland stores were $370 million for the quarter, an
11-percent decline from total sales of $420 million in the third
quarter of fiscal 2002.

A successful launch of the Canadian Best Buy stores in the third
quarter was one of the highlights for the international segment.
Despite a more cautious Canadian consumer and increased
competition from other retailers, the international segment
posted a pro forma comparable store sales increase of 3.8
percent (based on Canadian dollars), on top of a pro forma 11.2-
percent increase in the prior year's period. The primary drivers
were increased sales of consumer electronics - notably digital
televisions and digital cameras. Sales of notebook computers,
video gaming and DVD movies also rose. The international
segment's third-quarter sales totaled approximately $420
million, an increase of 19 percent compared with the prior
year's pro forma third-quarter sales of $350 million, reflecting
the opening of new stores as well as the comparable store sales
gain.

       Third-Quarter Earnings Expected to Exceed Consensus

"Comparable store sales are in line with our prior guidance, and
despite a more promotional environment, operating margins held
up well," said Darren Jackson, executive vice president and CFO
of Best Buy. "We expect earnings for the third quarter of $0.24
to $0.27 per diluted share, based on both comparable store sales
and operating margins that were essentially even with last
year." This updated EPS range compares to the current analysts'
third-quarter consensus estimate of $0.22 and actual results of
$0.25 in the prior year's third quarter.

Best Buy is scheduled to release its fiscal third-quarter
earnings on Tuesday, Dec. 17. Its earnings conference call is
scheduled to begin at 10 a.m. EDT and will be available on its
Web site both live and after the call, at http://www.bestbuy.com
Investors may access the call by clicking on "Investor
Relations."

Minneapolis-based Best Buy Co., Inc., (NYSE:BBY) is North
America's No. 1 specialty retailer of consumer electronics,
personal computers, entertainment software and appliances. The
Company operates retail stores and commercial web sites under
the names: Best Buy (BestBuy.com), Future Shop (FutureShop.ca),
Magnolia Hi-Fi (MagnoliaHi-Fi.com), Media Play (MediaPlay.com),
Sam Goody (SamGoody.com) and Suncoast (Suncoast.com). The
Company reaches consumers through nearly 2,000 retail stores in
North America, Puerto Rico and the U.S. Virgin Islands.

Best Buy's 0.684% bonds due 2021 are currently trading at about
65 cents-on-the-dollar.


CALIFORNIA WESTERN: Commences Chapter 11 Bankruptcy Proceeding
--------------------------------------------------------------
In a last-ditch effort to save the 117-year-old historic "Skunk
Train," the California Western Railroad Board of Directors has
filed for reorganization under Chapter 11 of the federal
bankruptcy regulations.

In the meantime, railroad operations will continue on a limited
winter schedule with no interruption expected for planned
special events, according to California Western Railroad Board
Chairman John Mayfield.

"The Skunk Train is a huge asset for the county that carries an
average of 65,000 tourist passengers each year," said Mayfield.
"However, passenger revenues alone are not enough to sustain the
operation."

When Mayfield and other local businessmen purchased the railroad
five years ago, it carried passengers by day and lumber by
night.  "We would pull more than 600 cars of freight annually,"
he said.

Financial problems for the Skunk Train began about four years
ago when the Northwestern Pacific Railroad, source of the
freight business, terminated its operations.  While not a large
amount of freight by rail industry standards, it was enough to
help service the railroad's debt and pay some operational costs,
according to Mayfield.  He also said that Board members
implemented a number of measures over the past few years to
improve the Skunk's financial situation, including a stock
offering, none of it enough to offset lost freight revenues.

The skunk, so named for the pungent order of its early gasoline-
powered cars, is one of about a dozen historic railroads still
operating in the U.S. It also is America's last rail mail
carrier, delivering mail to residents along its 40-mile,
redwood-lined route between Fort Bragg and Willits.

Mayfield, a former chairman of the Mendocino County Board of
Supervisors, said he and a group of local businessmen purchased
the railroad "to protect a community asset and give back to the
community.  We knew it wasn't going to make a lot of money.  We
just wanted to keep it going."


CALIFORNIA WESTERN RAILROAD: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: California Western Railroad, Inc.
        dba Skunk Train
        PO Box 907
        Fort Bragg, California 95437

Bankruptcy Case No.: 02-12924

Chapter 11 Petition Date: December 3, 2002

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Philip M. Arnot, Esq.
                  Philip M. Arnot, Inc.
                  307 N Street
                  Eureka, CA 95501-0646
                  Tel: 707-443-6386


CARESIDE INC: Palm Finance Extends $2 Million DIP Financing
-----------------------------------------------------------
Careside, Inc., (AMEX:CSA) a provider of point-of-care blood
analysis instrumentation, has received approval from the U.S.
Bankruptcy Court Central District of California to receive up to
$2 million in Debtor-In-Possession financing from Palm Finance.
The Company can obtain the financing from Palm subject to
achieving certain reorganization milestones and other
conditions. These funds will be used to supplement the Company's
cash flow during the Chapter 11 proceedings and resume business
operations. Careside had previously announced that it had filed
a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Central
District of California. Chapter 11 provides a debtor an
opportunity to continue its business operations and to serve its
customers while it reorganizes.

"We are very pleased about the support of Palm Finance," said W.
Vickery Stoughton, chief executive officer of Careside. "The
financing proposal submitted to the court will insure that the
Company has the resources to serve current and future customers
as it builds a successful company. The next steps for Careside
are to work the company out of Chapter 11 by settling with the
creditors and building the sales and revenue base of the company
while maintaining ongoing support of our current customers."

Careside, Inc., markets a proprietary blood testing system
called Careside Analyzer. The Careside Analyzer provides a cost-
effective and efficient means of measuring blood chemistry,
electrochemistry, and coagulation function near the patient by
producing accurate test results within 15 minutes. Careside,
Inc., is one of the world's leading developers of advanced
point-of-care blood testing technology.


CASELLA WASTE: Generates $25.8MM of EBITDA in 2nd Quarter 2003
--------------------------------------------------------------
Casella Waste Systems, Inc., (Nasdaq: CWST) whose $300 million
credit facilities are currently rated by Standard & Poor's at
'BB-', reported financial results for the second quarter of its
2003 fiscal year.

For the quarter ended October 31, 2002, the company reported
earnings before interest, taxes, depreciation and amortization
and minority interest (EBITDA) of $25.8 million; revenue for the
quarter was $114.5 million. Pro forma net income for the quarter
was $3.2 million.

For the six months ended October 31, 2002, EBITDA was $49.6
million; revenues were $230.4 million and pro forma net income
was $5.1 million.

"Our constant focus on the basic operational excellence of our
core business, as unglamorous as it may seem, continues to be
the single largest factor in our successful return to
consistent, predictable performance," John W. Casella, chairman
and chief executive officer of Casella Waste Systems, said.
"Clearly, we are seeking to maximize the value of the assets we
own while beginning to pursue deliberate, responsible growth
opportunities.

"We remain confident through the first six months of our fiscal
year that we are on track to meet our 2003 targets," Casella
said.

Net income for the three-month period is reported pro forma,
eliminating $1.0 million in equity income from an eminent domain
settlement; for the six month period, net income is reported pro
forma to reflect the foregoing and the charge of $62.8 million
from a change in accounting principle following the company's
adoption of SFAS 142.

              Export Brokerage Business Divested

In other news for the quarter, the company announced that it has
transferred its export recyclable material brokerage to a group
of former employees who had been responsible for the operation
of that business. As a result, the company will place the
business on its balance sheet as a net asset under contractual
obligation.

"Although we have transferred this asset, we have put in place
an agreement with the new owners allowing the company to retain
access to the export market," Casella said. "This allows us to
continue to build in overall financial stability."

Casella Waste Systems, headquartered in Rutland, Vermont, is a
regional, integrated, non-hazardous solid waste services company
that provides collection, transfer, disposal and recycling
services primarily in the northeastern United States.

Visit the company's Web site at http://www.casella.comfor more
information on the Company.


CENTERPOINT: Declares Partial Texas Genco Share Distribution
------------------------------------------------------------
CenterPoint Energy, Inc.'s (NYSE: CNP) Board of Directors
approved the distribution of approximately 19 percent of the 80
million outstanding shares of common stock of its wholly
owned subsidiary, Texas Genco Holdings, Inc., to CenterPoint
Energy's shareholders.  The stock distribution, expected to be
paid on January 6, 2003, will be taxable to shareholders.

"This partial stock distribution to our shareholders is a
critical step in the process being used to ultimately recover
the value of our generation assets and our stranded costs," said
David M. McClanahan, president and chief executive officer of
CenterPoint Energy.  "The publicly traded common stock of
Texas Genco will be used to determine the market value of the
generating assets and to quantify our stranded costs in the 2004
true-up proceeding by the Texas Public Utility Commission.  This
method is prescribed by Senate Bill 7, the law enacted by the
Texas legislature in 1999 that deregulated the electric market."

Each CenterPoint Energy shareholder will receive approximately
one share of Texas Genco common stock for every 20 shares of
CenterPoint Energy common stock owned as of the record date,
December 20, 2002, unless the shareholder disposes of the right
to receive the Texas Genco shares prior to the distribution
date.  The actual distribution ratio will be determined by
dividing the number of Texas Genco shares to be distributed by
the number of shares of CenterPoint Energy common stock
outstanding as of the record date. Cash payments for fractional
shares will be made following the distribution. Payment of the
distribution is conditional upon the Securities and Exchange
Commission declaring Texas Genco's Form 10 registration
statement relating to its common stock effective under the
Securities Exchange Act of 1934.

Texas Genco owns 14,175 MW of electric generation in Texas,
fueled by natural gas, coal, lignite and nuclear fuels.  After
the distribution, Texas Genco's shares will be listed on the New
York Stock Exchange under the stock ticker symbol "TGN".
Following the distribution, it is expected that Texas Genco will
establish a dividend policy under which it will pay an initial
quarterly cash dividend of $0.25 per share. The company will
mail an information statement in mid-December to all its
shareholders of record that will include information about the
distribution, Texas Genco and its business and operations.  More
details about Texas Genco are available at
http://www.CenterPointEnergy.comor http://www.txgenco.com

CenterPoint Energy, Inc. -- whose credit ratings and
the ratings of its gas distribution subsidiary have been
downgraded by Moody's Investors Service to Ba1 from Baa2 -- is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and
sales, interstate pipeline and gathering operations, and more
than 14,000 megawatts of power generation in Texas. The company
serves nearly five million customers primarily in Arkansas,
Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, and
Texas. Assets total nearly $19 billion.  CenterPoint Energy
became the new holding company for the regulated operations of
the former Reliant Energy, Incorporated in August 2002.  With
more than 11,000 employees, CenterPoint Energy and its
predecessor companies have been in business for more than 130
years.


CEYONIQ INC: Initiates Voluntary Financial Reorganization
---------------------------------------------------------
CEYONIQ, Inc., said that in order to facilitate a financial
restructuring, the company has filed a voluntary petition for
reorganization.  CEYONIQ said that the filing would allow the
company to continue business operations as usual while the
management team works on restructuring its finances and
improving the company's long-term financial health.  CEYONIQ is
a provider of software solutions and services that help
businesses to increase the value of their customer
relationships.

To enhance its liquidity, CEYONIQ has obtained a commitment for
secured debtor-in-possession (DIP) financing followed by an
asset purchase.  After court review and approval, the post-
petition financing will provide CEYONIQ with any necessary
funding to support its customer and employee responsibilities,
make post-petition payments due to suppliers in the ordinary
course of business, as well as fund its ongoing operating needs
during the restructuring process.  With nearly 2,000 ongoing
customer contracts, CEYONIQ's goal is to provide full support
for customers throughout this process, which is expected to be
finalized within approximately two to three months.

"This financial reorganization does not affect our ongoing
operations, customers, or employees.  We expect there to be no
changes in how we operate or communicate with our customers,"
said David E. MacWhorter, president and chief executive officer
of CEYONIQ, Inc.  "Our Customer Support team is fully staffed
and available to answer customers' questions, and our Services
and Implementation teams stand ready to guide customers through
on-site deployment of their solutions.  Our Research and
Development team continues to work on future solutions to meet
our customers' ongoing business needs.  And lastly, our Sales
organization remains in place and ready to meet their requests.
In a very real sense, it's business as usual from us," said
MacWhorter.

CEYONIQ, Inc., was formerly a wholly owned subsidiary of CEYONIQ
AG of Bielefeld, Germany.  CEYONIQ AG unexpectedly filed for
insolvency in Germany in April 2002.  Shortly thereafter, the
two founders of the German company were incarcerated due to
allegations of fraud, and the U.S. operation was sold to a
private investor.  MacWhorter stressed, "Since then, we have
diligently worked in an attempt to renegotiate loan agreements
and to manage the financial liability stemming from the German
insolvency and from the turbulent economic marketplace.  The
goal of our management team's efforts was to avoid having to
resort to the financial restructuring process."  He continued,
"However, after careful consideration and the exploration of
many other options, we concluded that financial reorganization
is the best course for our customers, creditors and employees.
This will enable our company to emerge from the financial
reorganization process much stronger, better positioned and more
profitable than it is today."

MacWhorter emphasized, "Over the last several months, CEYONIQ
has taken a number of steps to streamline operations, and we
have made great strides.  We have established fast-acting,
functional teams, allowing our employees to focus more on
providing our clients with an even higher quality level of
service and business solutions than ever before."  MacWhorter
added, "We have optimally streamlined our business workforce to
most effectively support our customers, and we do not anticipate
any additional reductions as a result of this process.  With
many of our operational improvements already in place, CEYONIQ
is well positioned to emerge from financial restructuring as a
strong, profitable company like other companies such as Macy's
and 7-11 Stores."

Consistent with CEYONIQ's commitment to the marketplace, the
Company has completed several long-range initiatives designed to
support its business growth:

     *  In November of this year, CEYONIQ launched its USA
PATRIOT Act Compliance Solution.  The company's solution
provides an efficient and secure means to capture and store
sensitive customer identification documentation that is at risk
for identity theft and scrutiny under the Equal Credit
Opportunity Act.

     *  In September 2002, CEYONIQ relocated its fully staffed
Customer Service organization to a new Customer Service facility
located in Louisville, Colorado to better serve our customers.

MacWhorter concluded, "We appreciate the ongoing loyalty and
encouragement from our customers, employees, partners, and
suppliers.  Their dedication, support, and faith in our
solutions, services and team are critical to our success, and
for that I thank them.  Our management team, employees, and I
are committed to making this financial reorganization successful
and leading our North American business operations toward a
brighter future."

CEYONIQ will provide additional communications regarding the
company's successful progression through the financial
reorganization process to all interested parties.  The company
has set up an information section on its website, which will be
regularly updated, at http://us.ceyoniq.com/finanreorg If you
have a specific question regarding the financial reorganization
process, you may also call 1-800-860-2260.

CEYONIQ, Inc., is a provider of software solutions and services
that help companies to increase the value of their customer
relationships.  CEYONIQ's integrated solution portfolio includes
USA PATRIOT Act Compliance, document and content management,
imaging, loan process automation, signature card verification,
statement services, and deposit operations solutions.  With a
proven track record of more than 2,000 customer contracts in
North America, the company's goal is to enable the success of
organizations by providing financial solutions that deliver the
right information to the right people at the right time.  To
learn more about CEYONIQ, Inc., and its solutions, visit its Web
site at http://us.ceyoniq.com


CEYONIQ INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ceyoniq Inc.
        13900 Lincoln Park Drive
        Suite 300
        Herndon, VA 20171

Bankruptcy Case No.: 02-85887-RGM

Chapter 11 Petition Date: December 03, 2002

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: John Russell Bollinger, Esq.
                  LeClair Ryan, P.C.
                  707 East Main St., Suite 1100
                  Richmond, VA 23219
                  (804) 916-7106
                  Email: jbollinger@leclairryan.com

                  Stephen Keith Gallagher, Esq.
                  LeClair Ryan
                  225 Reineckers Lane, Suite 290
                  Alexandria, VA 22314
                  (703)684-8007
                  Fax : (703)684-8075
                  Email: sgallagher@leclairryan.com


Estimated Assets: $1-10 Million

Estimated Debts: $10-50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Banc of America               Trade Debt          $760,553
Securities, LLC
800 Market St.
St. Louis, MO 63150-3446
617-856-8900

Bisys Document Solutions      Trade Debt          $695,758
2188 Parkway Lake Drive
Birmingham, AL 35244
800-849-8061


Herndon Office LLC            Trade Debt          $577,302
13900 Lincoln Park Drive
Herndon, VA 20171
703-709-3555

Richard McMahon               Severance           $310,000
22 Glenhurst Court
North Potomac, MD 20878
301-869-4639

Tom Giampa                    Severance           $287,500
6593 Rapidan Court
Warrenton, VA 20187
540-349-4518

Ingram Micro                  Trade Debt          $130,502

Metzler Realty Advisors       Trade Debt          $113,370

Gates/Arrow Distributing      Trade Debt           $95,483

IBM Italia spa Cyprus Branch  Trade Debt           $66,476

Pricewaterhouse Coopers LLP   Trade Debt           $50,395

Siemens                       Trade Debt           $46,313

Eastman Kodak Co.             Trade Debt           $36,409

Prevlent Software, Inc.       Trade Debt           $32,000

Pascarelli Smith LLC          Trade Debt           $30,000

Siebel System                 Trade Debt           $27,875

Datatrade LLC                 Trade Debt           $24,538

PC Connection Inc.            Trade Debt           $24,265

Crossroads Systems Inc.       Trade Debt           $24,116

American Arbitration          Trade Debt           $21,895
Association

Vertex, Inc.                  Trade Debt           $21,840


CHESAPEAKE ENERGY: Fitch Affirms Senior Unsecured Notes at BB-
--------------------------------------------------------------
Fitch Ratings affirmed the 'BB-' rating of Chesapeake Energy's
senior unsecured notes. Fitch also affirms the 'BB+' rating on
Chesapeake's senior secured bank facility and the 'B' rating on
the convertible preferred stock. The Rating Outlook for
Chesapeake is Stable.

Chesapeake recently announced that it had agreed to acquire $300
million of Mid-Continent gas assets through an acquisition of a
wholly-owned subsidiary of Tulsa-based ONEOK. Chesapeake will
fund the transaction with $150 million of equity and upon
completion of that component it will issue $150 million of debt.
The ONEOK acquisition fits well with CHK's existing Mid-
Continent assets and with Chesapeake's business strategy of
creating value by acquiring and developing low-cost, long-lived
natural gas assets in the Mid-Continent region of the U.S. This
transaction will increase its proved reserves by 8% to almost
2.5 tcfe and its production by 12% to over 565,000 mcfe per day.
Since Dec. 31, 2001, CHK has increased its reserve base by
approximately 40%.

The ratings reflect the conservative nature in which the
transaction is being funded, Chesapeake's long-lived, focused
natural gas reserve base and its modest credit profile.
Chesapeake's proved reserves, pro forma for the latest
acquisition are nearly 2.5 Tcfe, which provide a reserve life of
close to 11 years. Additionally, approximately 90% of
Chesapeake's proved reserves are natural gas and are primarily
located in the very familiar Mid Continent region. Fitch expects
Chesapeake to achieve synergies through its recent acquisition
and to expand upon the current production from those properties.

Chesapeake has generated credit metrics consistent with its
rating over the last 12 months. Coverages, as measured by
EBITDA-to-interest, are roughly than 4.5 times for the latest
12-month period, and debt-to-EBITDA is approximately 3.0x.
Chesapeake's present debt on both an absolute ($1.8 billion pro
forma for the proposed offering) and a proven barrel of oil
equivalent ($4.28 per BOE pro forma for acquisitions and bond
offering) basis is high for the rating. Fitch expects these
measures to improve in the intermediate term from internally
generated cash flow.

Chesapeake is an Oklahoma City-based company whose primary focus
is the exploration, production and development of natural gas.
Chesapeake began operations in 1989 and completed its initial
public offering in 1993. Its proved reserves are predominantly
natural gas (91%), mostly proved developed (71%), and are based
in North America. Its operations are concentrated in the Mid-
Continent (86% of assets and 75% of production), the Gulf Coast
and the Permian Basin. Chesapeake has been active in increasing
its natural gas reserve base by making acquisitions within its
core areas of operation as well as through the drillbit.


CHESAPEAKE ENERGY: Commencing $150M Private Senior Note Offering
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence an
offering of $150 million of a new issue of senior notes due 2014
through a private placement eligible for resale under Rule 144A.
The offering of the notes, which is subject to market and other
conditions, will be made within the United States only to
qualified institutional buyers, and outside the United States to
non-U.S. investors.

Chesapeake intends to use the net proceeds of the offering to
finance, in part, the recently announced acquisition of natural
gas properties from ONEOK, Inc., which is scheduled to close in
January 2003, or in the event the ONEOK acquisition is not
consummated, proceeds will be used for general corporate
purposes including possible future acquisitions.

Chesapeake Energy Corporation is one of the 10 largest
independent natural gas producers in the U.S. Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.

                         *    *    *

As reported in Troubled Company Reporter's Aug. 9, 2002 edition,
Moody's Investors Service took several rating actions on
Chesapeake Energy Corporation.

                      Rating Assigned

      * B1 - $250 million senior unsecured notes, due
        2012.

                      Ratings Affirmed

      * B1 - $108 million 7.875% senior unsecured notes, due
        2004,

      * B1 - $250 million 8.375% senior unsecured notes, due
        2008,

      * B1 - 800 million 8.125% senior unsecured notes, due
        2011,

      * B1 - $143 million 8.5% senior unsecured notes, due 2012,

      * Caa1 - $150 million 6.75% convertible preferred,

      * B1 - Senior Implied Rating,

      * B2 - Unsecured Issuer Rating.

Fitch Ratings has assigned a 'BB-' rating to Chesapeake Energy's
$250 million senior note offering. Fitch maintains its 'BB+'
rating on its senior secured bank facility and a 'B' rating on
its convertible preferred stock. The Rating Outlook for
Chesapeake is Stable.


CHESAPEAKE ENERGY: Plans to Commence 20-Million Share Offering
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence a
proposed public offering of 20 million shares of common stock.

Chesapeake intends to use the net proceeds of the offering to
finance, in part, the recently announced acquisition of natural
gas properties from ONEOK, Inc., which is scheduled to close in
January 2003, or in the event the ONEOK acquisition is not
consummated, proceeds will be used for general corporate
purposes including possible future acquisitions.

Chesapeake Energy Corporation is one of the 10 largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.


CHESAPEAKE ENERGY: Preparing Prospectus for Equity Offering
-----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) will file a
preliminary supplemental prospectus with the Securities and
Exchange Commission relating to the proposed public offering of
20 million shares of common stock.  The company expects to price
the offering the week of December 9, 2002.

Chesapeake intends to use the net proceeds of the offering to
finance, in part, its recently announced acquisition of Mid-
Continent natural gas properties from ONEOK, Inc., which is
scheduled to close in January 2003, or in the event the ONEOK
acquisition is not consummated, proceeds will be used for
general corporate purposes including possible future
acquisitions.

Credit Suisse First Boston, Morgan Stanley and Salomon Smith
Barney are joint book-running managers for the offering.  Bear
Stearns & Co. Inc., Lehman Brothers and Johnson Rice & Company,
LLC are also managing underwriters.  When available, copies of
the preliminary prospectus supplement relating to the offering
may be obtained from the offices of Credit Suisse First Boston,
Prospectus Department, One Madison Avenue, New York, New York
10010, 212-325-2580, Morgan Stanley, Prospectus Department, 1585
Broadway, New York, New York 10036, 212-761-4000, and Salomon
Smith Barney, Brooklyn Army Terminal, 140 58th Street, 8th
Floor, Brooklyn, New York 11220, 718-765-6732.

Chesapeake is an independent energy company engaged in oil and
natural gas exploitation, acquisition and exploration activities
primarily in the Gulf of Mexico, the Rocky Mountains, Permian
Basin/Mid-Continent and the Gulf Coast.

Chesapeake Energy Corporation is one of the 10 largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.


COAST HOTELS: S&P Revises Ratings Outlook to Stable from Pos.
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Coast
Hotels & Casinos Inc. to stable from positive, given longer-
than-anticipated timing for the IPO of its common stock, and
soft third quarter performance.

Concurrently, Standard & Poor's affirmed its double-'B'-minus
corporate credit rating on the Las Vegas, Nev.-based company.
Total debt outstanding on September 30, 2002, was $444 million.
Coast owns and operates four casinos in the Las Vegas market:
Orleans, the Gold Coast, Suncoast, and the Barbary Coast.

"The ratings for Coast reflect its good operating and
development track record, and its solid position in the Las
Vegas 'locals' market," said Standard & Poor's credit analyst
Craig Parmelee. He added, "These factors are offset by the
company's relatively small number of properties, and an
aggressive capital spending plan."

In May 2002, Coast's parent company, Coast Hotels Inc., filed a
registration statement for a proposed IPO of its common stock.
Proceeds from this offering were to be used to repay outstanding
balances under Coast's revolving credit facility, and any excess
funds would be used to fund expansion projects such as those
ongoing at the Orleans and the Gold Coast. The offering has not
yet occurred, and given the company's comments that the timing
is indefinite and subject to market conditions, Standard &
Poor's now expects that most of the external capital
requirements stemming from these or other projects will be
funded with debt capital.

Coast's properties have performed well during the past couple of
years. However, during its third quarter ended Sept. 30, 2002,
Coast reported a 17% decline in EBITDA, primarily as expenses,
associated with operating the expanded Orleans, increased, while
revenue at this property declined. Revenue was affected by a
lower-than-normal hold percentage, and lower-than-expected
visitor volume, which had been affected by ongoing construction
and a temporary reduction in available parking spaces. It is
likely to take a few quarters for visitation to recover, and for
the property to ramp-up following the expansion.

Coast's credit profile is expected to remain fairly steady
despite the company's spending plans. It also anticipates a
successful amendment or refinancing of the bank facility in the
first quarter of 2003.


CONSECO INC: Fitch Downgrades 45 MH Transactions Ratings to C
-------------------------------------------------------------
Fitch Ratings downgrades 45 limited guarantee bonds to 'C' in 45
Conseco Finance/Green Tree Finance manufactured housing (MH)
transactions. The rating action follows Conseco Finance's
failure to make required guarantee payments on ten of its MH
transactions on Dec. 2, 2002. Conseco Finance has indicated that
it intends to suspend all such future guarantee payments
relating to MH trusts until there is resolution to the
restructuring of its MH business. The transactions' structure
allows for the bonds to recover current shortfalls in the future
in the event there is sufficient excess spread.

Conseco Finance Corp., was downgraded to 'D' from 'CC' by Fitch
on Dec. 4, 2002.  Conseco, Inc., Conseco Finance Corp.'s parent,
is rated 'D' by Fitch.

Green Tree Finance transactions with B-2 classes downgraded to
'C' from 'CC':

          --GTFC 1994-1;           --GTFC 1994-2;
          --GTFC 1994-3;           --GTFC 1994-5;
          --GTFC 1994-6;           --GTFC 1994-7;
          --GTFC 1994-8;           --GTFC 1995-1;
          --GTFC 1995-2;           --GTFC 1995-3;
          --GTFC 1995-4;           --GTFC 1995-5;
          --GTFC 1995-6;           --GTFC 1995-7;
          --GTFC 1995-8;           --GTFC 1995-9;
          --GTFC 1995-10;          --GTFC 1996-1;
          --GTFC 1996-2;           --GTFC 1996-3;
          --GTFC 1996-4;           --GTFC 1996-5;
          --GTFC 1996-6;           --GTFC 1996-7;
          --GTFC 1996-8;           --GTFC 1996-9;
          --GTFC 1996-10;          --GTFC 1997-1;
          --GTFC 1997-2;           --GTFC 1997-3;
          --GTFC 1997-4;           --GTFC 1997-5;
          --GTFC 1997-6;           --GTFC 1997-8;
          --GTFC 1998-1;           --GTFC 1998-3;
          --GTFC 1998-4;           --GTFC 1998-6;
          --GTFC 1998-7;           --GTFC 1999-1;
          --GTFC 1999-2;           --GTFC 1999-3;
          --GTFC 1999-4;           --GTFC 1999-5;

Conseco Finance (CFC) transactions with B-2 classes downgraded
to 'C' from 'CCC'.

          --CFC 2000-1.

DebtTraders reports that Conseco Inc.'s 10.500% bonds due 2004
(CNC04USR2) are trading between 25 and 30. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for
real-time bond pricing.


CORNING: Will Take $825MM Goodwill & Impairment Charges in Q4
-------------------------------------------------------------
Corning Incorporated (NYSE:GLW) announced that its fourth
quarter results will include additional pretax non-cash charges
in the range of $800 to $825 million.

The charges will include approximately $400 million to impair
goodwill in the company's telecommunications segment and $400 to
$425 million of impairment charges related to the tangible and
intangible assets in Corning's conventional television glass and
photonic technologies businesses.

The company determined its goodwill charge after completing its
annual assessment of goodwill as required under Statement of
Financial Accounting Standards No. 142, (SFAS 142) of the
Financial Accounting Standards Board. At the end of the third
quarter, Corning had $2.1 billion in goodwill, with
approximately $1.9 billion related to the telecommunications
segment.

"The goodwill charge is consistent with what we told investors
they might expect during our third-quarter conference call,"
James B. Flaws, vice chairman and chief financial officer said.
"The accounting for SFAS142 is complex, but at its core is
Corning's long-term view of the telecommunications marketplace
and the resulting estimated cash flow and fair market values of
its telecommunications segment. Our outlook does not anticipate
any significant growth in the telecommunications segment until
late 2004. However, we expect longer term improvement as
bandwidth demand continues to grow absorbing existing network
capacity. This recovery could be enhanced by public policy
changes, consolidation of the industry and the introduction of
new broadband applications."

Corning said its other pretax impairment charges of $400 to $425
million are related to the decline in expected future cash flows
from its conventional television glass and photonic technologies
businesses. The charge related to the conventional television
glass business of approximately $150 million reflects the impact
of the decline in the conventional television tube industry in
North America. The charge related to photonic technologies of
$250 to $275 million reflects the very significant decline and
the prolonged expected downturn in the optical components
marketplace.

                    Overview of 2002 Charges

Corning has recorded restructuring and impairment pretax charges
totaling $619 million through September 30, 2002. In October,
Corning announced that it would record a pretax restructuring
and impairment charge in the range of $550 to $650 million in
the fourth quarter. Today's announcement will bring the
company's total 2002 pretax restructuring and impairment charges
to approximately $2 billion.

The company also expects to record an after-tax gain of
approximately $400 million from the previously announced sale of
its precision lens business to 3M for $850 million. The
transaction is scheduled to be completed by the end of the year.

Flaws said, "This has been a very difficult year for Corning,
our employees, our communities and our shareholders. The long
and deep depression in telecommunications industry capital
spending has challenged us. Yet we continue to make progress
against our goals. Our restructuring should help us achieve
profitability in 2003 and we are prepared to do more if
necessary.

"Our financial health remains strong with significant cash and
short-term investment balances, the expected proceeds from the
sale of the precision lens business and continued access to our
committed revolving credit line."

Established in 1851, Corning Incorporated --
http://www.corning.com-- creates leading-edge technologies that
offer growth opportunities in markets that fuel the world's
economy. Corning manufactures optical fiber, cable and photonic
products for the telecommunications industry; and high-
performance display glass and components for television,
information technology and other communications-related
industries. The company also uses advanced materials to
manufacture products for scientific, semiconductor and
environmental markets.

                          *    *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its ratings on two synthetic transactions related
to Corning Inc., to double-'B'-plus from triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                         RATINGS LOWERED

              Corporate Backed Trust Certificates Corning
                 Debenture-Backed Series 2001-28 Trust

        $12.843 million corning debenture-backed series 2001-28

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-

            Corporate Backed Trust Certificates Corning
              Debenture-Backed Series 2001-35 Trust

       $25.2 million corning debenture-backed series 2001-35

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


COVANTA: Seeks Court Nod to Renew & Modify AIG Insurance Program
----------------------------------------------------------------
Covanta Energy Corporation and non-debtor affiliate Covanta
Energy Group, Inc. -- Insured Parties --  seek Judge
Blackshear's permission to renew and modify their insurance
arrangement with American International Group and its affiliates
to provide primary casualty insurance covering their potential
casualty liabilities, including, among other things, workers'
compensation liability.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, recalls that the Court previously authorized the
Debtors to continue paying its prepetition insurance
arrangements, including with respect to workers' compensation
obligations and losses -- the Existing Insurance Program.

The Existing Insurance Program is typically renewed every
October.  Since AIG provides the most cost-effective insurance
structure, the Insured Parties want to renew their insurance
program.  The terms of the Renewal Insurance Program is
basically the same in the Existing Insurance Program.

Specifically, the Renewal Insurance Program provides that:

1. The Renewal Insurance Program will be effective from October
   20, 2002 to October 20, 2003;

2. The Renewal Insurance Program covers "primary casualty"
   liabilities related to the Debtors' energy businesses.  The
   primary casualty liabilities comprise of workers'
   compensation, general liability, products and completed
   operations liability, and automobile liability;

3. The premium due and payable under the Renewal Insurance
   Program is $3,629,375.  Covanta has complied with the
   requirements set forth in the Renewal Insurance Program with
   respect to the timing of the premium payments;

4. Covanta is required to provide collateral totaling $4,600,000
   in the form of cash or letter of credit using AIG's approved
   format and approved banks.  The collateral secures the
   Insured Parties' obligations to pay to AIG the self-insured
   retention provided under the policy.  Covanta has complied
   with the requirements set forth in the Renewal Insurance
   Program with respect to the substance and timing of the
   collateral payment by making a $2,000,000 cash payment to AIG
   and obtaining a $2,000,000 letter of credit;

5. Self-insured retentions at $250,000 per accident apply to
   each claim under the Renewal Insurance Program; and

6. The Renewal Insurance Program is contingent on the Court's
   approval pursuant to an order satisfactory to American Home
   Assurance Company -- an AIG affiliate -- on or before
   December 4, 2002.

Ms. Buell asserts that the Court should approve the Debtors'
request because:

   (i) insurance renewals has been part of the Debtors' ordinary
       course of business since 1986.  However, AIG required
       Court approval of the Debtors' entry into the Renewal
       Insurance Program;

  (ii) the Debtors are required to maintain insurance covering
       casualty liabilities, including, among other things,
       workers' compensation liabilities by various federal,
       state and local statutes, rules and regulations, as well
       as by the DIP Agreement and various project documents;

(iii) casualty liability insurance structures have become
       standard practice among large companies like the Debtors;
       and

  (iv) the proposed renewal and modification of the Existing
       Insurance Program is the most cost effective and fair
       manner in which to comply with the Debtors' statutory and
       other duties to maintain insurance to continue their
       business. (Covanta Bankruptcy News, Issue No. 18;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


DEL MONTE: Issuing New $300 Million of Senior Subordinated Notes
----------------------------------------------------------------
Del Monte Foods Company (NYSE: DLM), through its wholly-owned
subsidiary Del Monte Corporation, announced a new issue of $300
million of Senior Subordinated Notes due 2012.

The Notes will be issued by SKF Foods Inc., a wholly-owned
subsidiary of H. J. Heinz Company (NYSE: HNZ), to which Heinz
will contribute Heinz's U.S. and Canadian pet food and pet
snacks, U.S. tuna and retail private label soup and U.S. infant
feeding businesses. SKF Foods then will be spun-off to Heinz
shareholders. In partial consideration for the contribution of
these Heinz businesses to SKF Foods, SKF Foods will issue the
Notes to Heinz, which will transfer them to the H. J. Heinz
Finance Company. Heinz Finance will sell the Notes to qualified
investors in transactions exempt from registration under the
Securities Act of 1933. Immediately after the spin-off, SKF
Foods will merge with the Corporation. SKF Foods will be the
surviving company in the merger and will become a wholly-owned
subsidiary of Del Monte Foods Company. After the merger, SKF
Foods will change its name to "Del Monte Corporation" and the
Notes will become Del Monte Corporation obligations.

Neither the Corporation nor SKF Foods will receive any of the
proceeds from the sale of the Notes by Heinz Finance. The Notes
are part of a financing plan designed to finance the acquisition
of SKF Foods by Del Monte Foods Company.

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

                          *     *     *

As previously reported in Troubled Company Reporter, Fitch
Ratings affirmed its 'BB-' rating on Del Monte Corporation's
(the operating subsidiary of Del Monte Foods Company) senior
secured credit and its 'B' rating on its senior subordinated
notes. The affirmation followed the company's announcement that
it will be merging with certain non-core U.S. assets of Heinz.
Rated securities totaled $642.5 million at March 31, 2002. The
Rating Outlook is Stable.


DEL MONTE: Heinz Transaction Continues to Proceed on Schedule
-------------------------------------------------------------
In connection with its previously announced transaction with Del
Monte, H. J. Heinz Company (NYSE:HNZ) announced second quarter
Fiscal 2003 operating highlights (three months ending October
30, 2002) for the businesses designated to be spun off to its
shareholders and then merged with Del Monte Corporation, a
subsidiary of Del Monte Foods Company (NYSE:DLM). These
businesses include Heinz's U.S. and Canadian pet food, U.S. tuna
and retail private label soup, and U.S. infant feeding.

The Heinz/Del Monte transaction is proceeding on schedule toward
closing by the end of calendar 2002 or early 2003, with a Del
Monte stockholder meeting scheduled for December 19, 2002,
regulatory review completed, physical separation of the
businesses achieved and financing activities underway.

H. J. Heinz Company is one of the world's leading processors and
marketers of high-quality ketchup, condiments, sauces, meals,
soups, snacks and infant foods through all retail and
foodservice channels. A host of favorite brands, such as
Heinz(R) ketchup, Ore-Ida(R) french fries, Boston Market(R) and
Smart Ones(R) meals and Plasmon(R) baby food are the growth
drivers in Heinz's two strategic global segments: Meal Enhancers
and Meals & Snacks. Heinz's 50 companies have number-one or
number-two brands in 200 countries, showcased by the Heinz(R)
brand, a global consumer icon with $2.5 billion in annual sales.
Fourteen additional brands, each with more than $100 million in
annual sales, generate a further $2.6 billion. Information on
Heinz is available at http://www.heinz.com/news


DELTA AIR LINES: November 2002 System Traffic Climbs 11%
--------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the
month of November 2002.  Traffic comparisons are provided for
year-over-year activity for 2001 and 2000 because the events of
Sep. 11, 2001, distort comparisons to 2001.

System traffic for November 2002 increased 11.0 percent from
November 2001 on a capacity increase of 4.4 percent.  Delta's
system load factor was 68.3 percent in November 2002, up 4.0
points from the same period last year. Compared to November
2000, November 2002 system traffic is down 11.4 percent,
capacity is down 9.8 percent and load factor is down 1.2 points.

Domestic traffic in November 2002 increased 9.2 percent year
over year on a capacity increase of 4.0 percent.  Domestic load
factor in November 2002 was 68.6 percent, up 3.3 points from the
same period a year ago.  Compared to November 2000, November
2002 domestic traffic is down 11.2 percent, capacity is down
10.4 percent and load factor is down 0.6 points.  International
traffic in November 2002 increased 17.6 percent year over year
on a 5.6 percent increase in capacity.  International load
factor was 67.3 percent, up 6.8 points from November 2001.
Compared to November 2000, November 2002 international traffic
is down 12.0 percent, capacity is down 7.7 percent and load
factor is down 3.3 points.

During November 2002, Delta operated its schedule at a 99.3
percent completion rate, compared to 98.7 percent in November
2001 and 97.5 percent in November 2000.  Delta boarded 8,643,616
passengers during the month of November 2002.  Detailed traffic
and capacity are attached.

Delta Air Lines' 8.30% bonds due 2029 (DAL29USR1) are trading at
about 58 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAL29USR1for
real-time bond pricing.


ENRON CORP: National City Seeks Stay Relief Re Trust Securities
---------------------------------------------------------------
National City Bank is a successor property trustee under:

   (a) the Amended and Restated Declaration of Trust of Enron
       Capital Trust I dated as of November 18, 1996 -- the
       Declaration I; and

   (b) the Amended and Restated Declaration of Trust of Enron
       Capital Trust II dated as of January 13, 1997 --
       Declaration II.

                      Enron Capital Trust I

According to Edward M. Fox, Esq., at Pryor Cashman Sherman &
Flynn LLP, in New York, pursuant to Declaration I, ECT I issued
8,000,000 8.30% Trust Originated Preferred Securities, with an
aggregate liquidation amount with respect to the assets of ECT I
of $200,000,000 and a liquidation amount of $25 per ECT I TOPRS.
The ECT I TOPRS are currently listed and traded over the counter
under the symbol "EONNQ."  Also, ECT I issued 247,440 8.30%
Trust Common Securities with an aggregate liquidation amount
with respect to the assets of ECT I of $6,186,000 and a
liquidation amount I of $25 per ECT I Trust Common Security.
Under Declaration I, the ECT I Trust Common Securities were
purchased by Enron North America Corp., which covenanted to
maintain direct ownership of the ECT I Trust Common Securities.
Moreover, a distribution to holders of ECT I TOPRS has priority
over a distribution to ECT I Trust Common Securities.

                 Enron Preferred Funding LP

Enron Preferred Funding LP is a Delaware limited partnership
governed by the Amended and Restated Agreement of Limited
Partnership of Enron Preferred Funding LP dated as of November
21, 1996 -- the EPF I Agreement.  Under the EPF I Agreement,
EPF I issued to ECT I 8,247,440 8.30% Partnership Preferred
Securities with a stated liquidation preference of $25 per PPS.
The 8.30% PPS constitute the limited partnership interests in
EPF I.

The assets of EPF I consist of:

   (i) $181,926,000 principal amount 7.75% Subordinated
       Debentures due 2016 Enron Corp. issued pursuant to an
       Indenture dated as of November 21, 1996 between the
       Debtor and The Chase Manhattan Bank, as indenture
       trustee;

  (ii) $29,108,000 principal amount of 7.75% Debentures due 2016
       issued by Enron Pipeline Company pursuant to an Indenture
       dated as of November 21, 1996 between ETS, as issuer,
       Enron as guarantor and CMB as indenture trustee; and

(iii) $29,108,000 principal amount of 7.75% Debenture due 2016
       issued by Enron Capital and Trade Resources Corp.
       pursuant to an indenture dated as of November 21, 1996
       between ENA, as issuer, Enron as guarantor and CMB as
       indenture trustee.

In addition, EPF I also owns $2,500,000 in short term,
investment grade debt securities issued by third parties not
affiliated with Enron.

                        Enron Capital Trust II

Enron Capital Trust II is a statutory business trust governed by
the terms of the Declaration II, wherein Enron Corp. is a
sponsor.  Pursuant to an Instrument of Resignation, Appointment
and Acceptance dated as of December 19, 2001, by and among
Enron, ENA, ETS, JPMorgan Chase Bank and NCB, NCB became the
successor Property Trustee under Declaration II for ECT II.

Under the Declaration II, ECT II issued 6,000,000 8-1/8% Trust
Originated Preferred Securities, with an aggregate liquidation
amount with respect to the assets of ECT II of $150,000,000 and
$25 per ECT II TOPRS.  ECT II also issued 186,000 8-1/8% Trust
Common Securities, with an aggregate liquidation amount with
respect to the ECT II assets of $4,650,000 and $25 per ECT II
Trust Common Security.

Pursuant to Declaration II, the ECT II Trust Common Securities
were purchased by Enron, which covenanted to maintain direct
ownership of the ECT II Trust Common Securities.  A distribution
to holders of ECT II TOPRS has priority over a distribution of
ECT II Trust Common Securities.

                      Enron Preferred Funding II

Enron Preferred Funding II, LP is a Delaware limited partnership
govered by the Amended and Restated Agreement of Limited
Partnership of Enron Preferred Funding II, LP, dated as of
January 16, 1997.

Pursuant to the EPF II Agreement, EPF II issue to ECT II
6,186,000 8-1/8% Partnership Preferred Securities with a stated
liquidation preference of $25 per Partnership Preferred
Security. The 8-1/8% PPS constitute the limited partnership
interests in EPF II with Enron being the general partner.

The assets of EPF II consists of:

   (i) $136,450,000 principal amount 7.75% Subordinated
       Debentures due 2016 Series II Enron issued pursuant to an
       Indenture dated as of January 16, 1997 between Enron and
       CMB, as indenture trustee;

  (ii) $21, 836,000 principal amount of 7.75% Debentures due
       2016 Series II ETS issued; and

(iii) $21,836,000 principal amount of 7.75% Debentures due 2016
       Serious II ENA issued.

In addition to the 1997 Debentures, EPF II also issued
$1,900,000 in short-term, investment grade debt securities third
parties issued.

Pursuant to Declaration I and II, Mr. Fox relates, each of ECT I
and ECT II terminated when Enron filed for bankruptcy.  Under
the EPF I Agreement and the EPF II Agreement, EPF I and EPF II
are required to pay the fees and expenses of National, as
Property Trustee for each of ECT I and ECT II.

Accordingly, National asks the Court to lift the automatic stay
to permit:

   (i) the liquidation or other redemption, of the Eligible
       Securities EPF I and EPF II held, the payment of the fees
       and expenses of National, as Property Trustee, of each of
       ECT I and ECT II out of the proceeds of the liquidation
       or other redemption and the distribution of the balance
       of the proceeds to holder of the ECT I TOPRS and the ECT
       II TOPRS in accordance with the provisions of Declaration
       I and EPF I Agreement and Declaration II and EPF II
       Agreement respectively;

  (ii) the termination of ECT I and ECT II; and

(iii) the distribution of 8.30% PPS and 8-1/8% PPS directly to
       holders of ECT I TOPRS and ECT II TOPRS, respectively.

National also asks the Court to compel the Debtors to determine
by a certain date, to the extent necessary, whether to assume or
reject Declaration I and Declaration II.

Mr. Fox clarifies that National does not seek to modify the
automatic stay to permit enforcement of the ECT I Debentures or
the ECT II Debentures.

Pursuant to Section 362(d)(1) of the Bankruptcy Court, Mr. Fox
contents that cause exist to modify the automatic stay,
including:

   (a) Enron is the Sponsor and the holder of Trust Common
       Securities, of ECT I and ECT II and the general partner
       of EPF I and EPF I;

   (b) as Enron and its affiliates continue to reduce their
       workforce, the Regular Trustees of ECT I and ECT I may no
       longer continue to be employed by Enron and there will be
       fewer and fewer employees available to fulfill the
       necessary functions of Enron under Declaration I, EPF I
       Agreement, Declaration II, EPF II Agreement, including
       acting as Regular Trustees of ECT I and ECT II; and

   (c) to permit the Property Trustee or holders of ECT I TOPRS
       and ECTI II TOPRS to take steps necessary to realize on
       the Eligible Securities in order to avoid any chance that
       they may be lost, misplaced or otherwise mishandled to
       the detriment of the holders of the ECT I TOPRS and the
       ECT II TOPRS; and

   (d) to permit the Property Trustee or holders of ECT I TOPRS
       and ECT II TOPRS to take steps necessary to realize on
       the Eligible Securities so that their value is not
       adversely affected by interest rate fluctuations or other
       economic events; and

   (e) Enron has no equity in ECT I, EPF I, ECT II or EPF II and
       the Property is not necessary to an effective
       reorganization.

Moreover, Mr. Fox asserts, the Debts should be compelled to
assume or reject Declaration I and II immediately pursuant to
Section 365(d)(2) of the Bankruptcy Code.  The balance of
equities in this case strongly favors National and the holders
of ECT I TOPRS and ECT II TOPRS.  "The Debtor's failure to act
is already causing substantial hardship," Mr. Fox notes.  In
addition, compelling the Debtor to assume or reject the
Declarations will result in no harm whatsoever to the Debtor.
(Enron Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EVERCOM INC: Reaches Agreement for Debt Workout via Equity Swap
---------------------------------------------------------------
Evercom has taken the next important step in its efforts to
restructure.  Progress has been continuing in an orderly way and
now an overall agreement in principle has been reached between
its senior lenders, the ad hoc committee of subordinated
bondholders and Evercom's Board to restructure its balance
sheet.

Dick Falcone, Chairman and CEO, commented: "We have made
progress on many fronts, and now we are looking forward to
advancing our efforts in the marketplace with an anticipated
solid balance sheet as a foundation for growth."

Eric Hanson, chairman of the ad hoc committee of bondholders
commented: "We have gotten to know this company and its
marketplace even better in the last six months and are delighted
with this step.  I am pleased that this restructuring will allow
the company to move forward and reach its full potential.  I
believe that bondholders will see significant returns from their
new equity holdings."

Michael Pizette, Managing Director of Back Bay Capital,
Evercom's largest lender, states that "upon consummation of the
proposed restructuring plan offered to the holders of publicly
traded bonds, Evercom will have a stronger balance sheet and
consequently will be able to devote more of its attention to its
core business."

This restructuring will result in the subordinated debt holders
exchanging their debt for 98% of the equity of the restructured
company.  Existing equity will retain a 2% interest in the
restructured company and will have warrants to subscribe for
additional equity at significantly higher prices.  It is
anticipated that documents relating to the exchange offer will
be mailed to bondholders in December and it is expected that the
transaction will close early in 2003, subject to any regulatory
reviews.  Audited financial statements for the company's fiscal
year ended December 31, 2001, and unaudited financial statements
for the nine months ended September 30, 2002, along with
management's discussion and analysis will be included in the
exchange offer document.  Following the conversion of the
publicly traded bonds, the Company's total outstanding
indebtedness will be reduced to a level that can comfortably be
serviced by cash flow from operations.

Evercom is a provider of inmate telecommunications systems,
serving approximately 2,000 correctional facilities throughout
the United States.  The Company has become a recognized leader
in providing comprehensive, innovative technical solutions and
responsive value-added service to the corrections industry.


FARMLAND INDUSTRIES: All Proofs of Claim Due on January 10, 2003
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
sets January 10, 2003, as the last date for creditors of
Farmland Industries, Inc., and their debtor-affiliates, to file
their Proofs of Claim against the Debtors' estates or be forever
barred from asserting those claims.

Proofs of Claims are to be filed with the Debtors' Claims
Administrator. If sent by overnight mail or by hand delivery,
proofs must be addressed to:

      Bankruptcy Management Corporation
      c/o Farmland Claims Processing Dept.
      1330 E. Franklin Avenue
      El Segundo, CA 90245

If by mail, to:

      Bankruptcy Management Corporation
      c/o Farmland Claims Processing Dept.
      PO Box 905
      El Segundo, CA 90245-0905

Farmland Industries, Inc., and its debtor-affiliates, filed for
Chapter 11 protection on May 31, 2002. Laurence M. Frazen, Esq.,
Cynthia Dillard Parres, Esq., and Robert M. Thompson, Esq., at
Bryan Cave LLP represent the Debtors in their restructuring
efforts. When the debtors filed for protection from its
creditors, it listed total assets of $2.7 billion and total
liabilities of $1.9 billion.


FEDERAL-MOGUL: Court Grants Committees More Time to File Actions
----------------------------------------------------------------
On November 12, 2002, the U.S. Bankruptcy Court for the District
of Delaware issued an order extending the deadline for the
Official Committee of Unsecured Creditors; the Official
Committee of Asbestos Claimants; and the Legal Representative of
Future Asbestos-Related Claimants in the Chapter 11 cases of
Federal-Mogul Corporation and its debtor-affiliates, to commence
adversary proceedings against the Debtors' Prepetition Lenders
to November 21, 2002.

However, anticipating that the issues related to a consensual
plan of reorganization will not be resolved by that time, the
Committees and the Futures Representative stipulated anew with
the Prepetition Agent, on behalf of the Existing Lenders and the
holders of Tranche C Loans, as well as the Surety Bond Issuers,
to a sixth extension of their deadline to commence adversary
proceedings.  The parties agree to move the deadline to December
31, 2002.

In the adversary proceedings, the Committees and the
Representative will seek to:

   -- challenge the amount, validity, enforceability,
      perfection, or priority of the Existing Obligations or the
      liens on the Existing Obligations Collateral in respect
      thereof; or

   -- assert any claims or causes of action,

against the Prepetition Agent, the Existing Lenders, the Surety
Bond Issuers or the holders of the Tranche C Loans.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, asserts that the extension of the Litigation
Commencement deadline is without prejudice to the right of the
Prepetition Agent, the Existing Lenders, the holders of Tranche
C Loans and the Surety Bond Issuers to, at any time, initiate an
action to establish the amount, validity, enforceability,
perfection, or priority of the Existing Obligations or the liens
on the Existing Obligations Collateral with respect to the
Tranche C Loan. (Federal-Mogul Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING: Continues Talks to Sell Certain Wisconsin Retail Stores
----------------------------------------------------------------
Fleming Companies, Inc., (NYSE: FLM) announced plans for the
sale of its Rainbow Foods stores in Wisconsin. Fleming is
engaged in advanced negotiations with current and prospective
Sentry retailers for the sale of eight Rainbow Foods stores in
Wisconsin. In addition, the company has entered into an
agreement with Roundy's, Inc., for the sale of three Rainbow
Foods stores located in Brookfield, Kenosha and Waukesha,
Wisconsin. The transaction with Roundy's is expected to be
finalized within 45 days and is subject to closing conditions.

Financial terms for the total transactions, including net
proceeds and anticipated supply arrangements with the Sentry
retailers, will be disclosed in aggregate after the signing of
the remaining purchase agreements. Upon receipt, the company
intends to apply the cash proceeds from these transactions to
Fleming's senior secured term loan balance. Fleming continues
to pursue the divestiture of its remaining retail locations.

With its national, multi-tier supply chain network, Fleming is
the #1 supplier of consumer package goods to retailers of all
sizes and formats in the United States. Fleming serves nearly
50,000 retail locations, including supermarkets, convenience
stores, supercenters, discount stores, concessions, limited
assortment, drug, specialty, casinos, gift shops, military
commissaries and exchanges and more. Fleming serves more than
600 North American stores of global supermarketer IGA. To learn
more about Fleming, visit its Web site at http://www.fleming.com

                        *    *    *

As reported in Troubled Company Reporter's September 30, 2002
edition, Fleming Companies, Inc.'s senior unsecured debt was
lowered to 'BB-' from 'BB' by Fitch Ratings following the
company's announced plans to divest its retail business. At the
same time, Fleming secured bank facility is downgraded to 'BB'
from 'BB+' and its senior subordinated notes are lowered to 'B'
from 'B+'. About $1.9 billion in debt is affected by the rating
action. The Rating Outlook remains Negative.

The Negative Outlook continues to reflect uncertainty
surrounding Fleming's agreement with Kmart, as its contract with
Kmart has not yet been confirmed in the bankruptcy process,
There is also concern that additional Kmart stores may close,
which will adversely impact the company's wholesale business. In
addition, the inherent integration risks associated with
acquisitions made earlier this year also persist.


GENCORP: Affirms 2002 Earnings Guidance & Provides 2003 Outlook
---------------------------------------------------------------
GenCorp Inc., (NYSE: GY) affirmed its earnings guidance for FY
2002. The Company will announce its year end results in late
January and expects earnings per share to be in the lower end of
its previously announced range of $0.90 to $1.00, excluding
unusual items and restructuring charges. The guidance includes
income from retiree benefit plans, net of tax, of approximately
$24 million, or $0.54 per share.

For FY 2003, the Company expects net earnings from operations to
increase by approximately 20%, with cash flow from operations
becoming positive in FY 2003. The earnings and cash flow
improvements projected for FY 2003 are attributable to improved
operations in all three of the Company's operating segments. The
Company also expects that there will be a pension surplus in FY
2003, but does not anticipate booking significant income from
retiree benefit plans.

In terms of segment performance in FY 2003, the Company
currently anticipates GDX Automotive sales of $700 to $730
million. This forecast reflects a reduction when compared to FY
2002 projected sales, and is driven primarily by a combination
of OEM price reductions and discontinuations of unprofitable
platforms. GDX expects its margins to be between 5.5% and 7.0%
in FY 2003.

For its Aerojet segment, the Company is currently forecasting FY
2003 sales to be in the range of  $265 to $275 million, a slight
improvement over projected FY 2002 sales. Projected sales
increases are partially offset by NASA funding issues which
resulted in the cancellation of the COBRA booster engine
program. Projected FY 2002 sales also include sales from the
NASA X-38 De-Orbit Propulsion Stage delivery. Aerojet's
projected FY 2003 operating income margin is expected to be
between 11% and 13%.

In its Aerojet Fine Chemical segment, the Company is currently
forecasting FY 2003 revenues of  $52 to $57 million and
operating margins between 6.5% and 8.5%.

In October 2002, GenCorp completed the acquisition of the assets
of General Dynamics Ordnance and Tactical Systems Space
Propulsion and Fire Suppression business. The Company is making
progress towards additional acquisitions that meet the Company's
strategic and financial criteria to grow its Aerospace and
Defense business. In addition, the Company continues to make
progress towards monetizing its real estate assets, although it
has not included any real estate sales in the FY 2003 guidance.

GenCorp is a multi-national, technology-based manufacturer with
leading positions in the automotive, aerospace, defense and
pharmaceutical fine chemicals industries. Additional information
about GenCorp can be obtained by visiting the Company's Web site
at http://www.GenCorp.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its preliminary double-'B' and single-'B'-plus
ratings to senior unsecured and subordinated debt securities,
respectively, filed under GenCorp Inc.'s $300 million SEC Rule
415 shelf registration.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.


GENEVA STEEL: Engages Tanner + Co. as New Independent Auditors
--------------------------------------------------------------
Effective as of August 31, 2002, Arthur Andersen LLP, the
independent accountant for Geneva Steel Holdings Corp., was
banned from practice before the Securities and Exchange
Commission and ceased rendering auditing services. Andersen
audited the Company's consolidated financial statements for the
fiscal years ended September 30, 1999 and September 30, 2000.
Andersen had also been engaged to audit the Company's financial
statements for the three months ended December 31, 2000 and the
year ended December 31, 2001 following the Company's use of
fresh start accounting after emerging from bankruptcy in January
2001. The audit had not been completed primarily due to the
filing by Geneva Steel LLC, the Company's primary subsidiary, of
a voluntary bankruptcy petition in January 2002. Andersen's
reports on the Company's 1999 Financials and 2000 Financials did
not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to audit scope or
accounting principles, except for a modification as to the
Company's ability to continue as a going concern.

On October 7, 2002, the Audit Committee of the Board of
Directors, which is responsible for the selection and
replacement of the Company's independent accountant, engaged
Tanner + Co. to be the Company's new independent accountant.
This engagement was approved by the Company's secured lenders
and the bankruptcy court.

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002. Andrew A. Kress, Esq., Keith R. Murphy, Esq.
and Stephen E. Garcia, Esq. at Kaye Scholer LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $264,440,000 in total
assets and $192,875,000 in total debts.


GENUITY: Asks Court Okay to Set-Up Asset Sale Bidding Protocol
--------------------------------------------------------------
In connection with the proposed sale of substantially all its
assets, Genuity Inc., and its debtor-affiliates ask the Court to
approve certain bidding procedures.

Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, contends that the Bidding Procedures will
maximize the realizable value of the Purchased Assets for the
benefit of the Debtors' estates, creditors and other interested
parties.

   A. Determination of "Qualified Bidder" Status: To participate
      in the Bidding Process, each person, other than Level 3
      Communications LLC, must deliver to the Sellers:

      -- an executed confidentiality agreement in form and
         substance satisfactory to the Sellers; and

      -- current audited financial statements of the Potential
         Bidder or, if the Potential Bidder is an entity formed
         for the purpose of acquiring the Purchased Assets,
         current audited financial statements of the equity
         holders of the Potential Bidder or any other form of
         financial disclosure acceptable to the Sellers and
         their advisors demonstrating the Potential Bidder's
         ability to close a proposed transaction.

      A "Qualified Bidder" is a Potential Bidder that timely
      delivers these documents and that the Debtors' board of
      directors determines is financially able to consummate the
      purchase of the Purchased Assets;

   B. Due Diligence for Qualified Bidders: To obtain due
      diligence access or additional information from the
      Sellers, a Qualified Bidder must first advise the Sellers
      in writing of its preliminary proposal regarding:

      -- the purchase of the Assets;

      -- a purchase price range;

      -- the proposed structure and financing of the
         transaction;

      -- any additional conditions to closing that the Qualified
         Bidder may wish to impose; and

      -- the nature and extent of additional due diligence the
         Qualified Bidder may wish to conduct.

      If, based on the preliminary proposal and additional
      factors as the Sellers determine are relevant, the Sellers
      determine that the preliminary proposal is reasonably
      likely to result in a bona fide and serious higher or
      otherwise better offer for the Purchased Assets, the
      Sellers will afford the Qualified Bidder access to
      relevant due diligence.  The Sellers will designate an
      employee or other representative to coordinate all
      reasonable requests for additional information and due
      diligence access from the Qualified Bidders.  Any
      additional due diligence will not continue after the Bid
      Deadline.  None of the Sellers, their affiliates or any of
      their representatives are obligated to furnish any
      information relating to the Purchased Assets to any person
      except to a Qualified Bidder who makes an acceptable
      preliminary proposal;

   C. Bid Deadline: A Qualified Bidder who desires to make a bid
      must deliver a written copy of its bid not later than the
      bid deadline to:

         Skadden, Arps, Slate, Meagher & Flom LLP
         Four Times Square, New York, New York 10036
         Attention: J. Gregory Milmoe, Esq.

                           and

         Skadden, Arps, Slate, Meagher & Flom LLP
         One Rodney Square, P.O. Box 636, Wilmington, Delaware
         Attention: Eric M. Davis, Esq.

      After receipt, the Sellers will immediately distribute a
      copy of each bid to the Proposed Purchaser;

   D. Determination of "Qualified Bid" Status: A bid received
      from a Qualified Bidder will constitute a "Qualified Bid"
      only if it includes all of the Required Bid Documents and
      meets all of the Bid Requirements.  The Purchase Agreement
      will be deemed a Qualified Bid for all purposes in
      connection with the Bidding Process, the Auction and the
      Sale;

      -- Required Bid Documents: All bids must include these
         documents:

         a. written offer stating that:

             * the Qualified Bidder offers to purchase all or
               substantially all of the Purchased Assets,

             * the Qualified Bidder is prepared to enter into a
               legally binding purchase and sale agreement for
               the acquisition of the Business on terms and
               conditions no less favorable to the Sellers than
               the Purchase Agreement within not more than one
               day after entry by the Bankruptcy Court of the
               Sale Order, and

             * the Qualified Bidder's offer is irrevocable until
               the closing of the purchase of the Purchased
               Assets; and

         b. a good faith deposit in the form of a certified
            check payable to the order of the Sellers in an
            amount equal to or greater than the sum of the
            maximum amount of the Expense Reimbursement plus the
            Break-up fee; provided, however, that in no event
            will the Proposed Purchaser be required to make the
            Good Faith Deposit;

      -- Bid Requirements: All bids must satisfy these
         requirements:

         a. the Sellers must determine, in the good faith
            opinion of their board of directors after
            consultation with an independent financial advisor,
            that the bid:

             * is not materially more burdensome or conditional
               than the terms of the Purchase Agreement, and

             * has a value greater than or equal to the sum of
               the amount of the Breakup Fee, plus the maximum
               amount of the Expense Reimbursement, plus the
               consideration to the Sellers arising out of the
               Purchase Agreement including the payment of the
               Purchase Price and the assumption of the Assumed
               Liabilities;

         b. the bid is on substantially the same or better terms
            and conditions than those set forth in the Purchase
            Agreement;

         c. the bid is accompanied by satisfactory evidence of
            committed financing or other ability to perform the
            acquisition of the Purchased Assets;

         d. the bid is not conditioned on the Bankruptcy Court's
            approval of any bid protections, including the
            breakup fee, termination fee, expense reimbursement
            or similar type of payment;

         e. the bid acknowledges and represents that the bidder:

             * has had an opportunity to conduct any and all due
               diligence regarding the Purchased Assets prior to
               making its offer,

             * has relied solely on its own independent review,
               investigation and inspection of any documents and
               the Purchased Assets in making its bid, and

             * did not rely on any written or oral statements,
               representations, promises, warranties or
               guaranties whatsoever, whether express, implied,
               by operation of law or otherwise, regarding the
               Purchased Assets, or the completeness of any
               information provided, except as expressly stated
               in the Bidding Procedures; and

         f. the bid is received by the Bid Deadline;

   E. Auction: If more than one Qualified Bid is received, the
      Sellers will conduct an auction with respect to the
      Purchased Assets.  If no Qualified Bid is received by the
      Bid Deadline, the Proposed Purchaser's bid will be deemed
      the highest or otherwise best offer for the Purchased
      Assets and the Sellers will proceed with the transactions
      contemplated by the Purchase Agreement.  The Auction, if
      required, will commence at 9:00 a.m. (Eastern Time) on the
      date established by the Court in the Procedures Order, at
      the offices of Skadden, Arps, Slate, Meagher & Flom LLP,
      Four Times Square, New York, New York, 10036 or at a later
      time or other place as agreed by the Proposed Purchaser
      and the Sellers, and which the Sellers will notify all
      Qualified Bidders who have submitted Qualified Bids.  At
      least one business day prior to the Auction, the Sellers
      will provide to the Proposed Purchaser and all other
      Qualified Bidders a copy of the highest or otherwise best
      Qualified Bid received and copies of all other Qualified
      Bids.  In addition, the Sellers will inform the Proposed
      Purchaser and each Qualified Bidder who has expressed its
      intent to participate in the Auction of the identity of
      all Qualified Bidders that may participate in the Auction.

      Only the Proposed Purchaser, the Sellers, Qualified
      Bidders who have submitted Qualified Bids and
      representatives of any statutory committee appointed in
      these cases will be entitled to attend, participate and be
      heard at the Auction, and only the Proposed Purchaser and
      Qualified Bidders will be entitled to make any subsequent
      Qualified Bids at the Auction.

      During the Auction, bidding will begin at the purchase
      price stated in the highest or otherwise best Qualified
      Bid, and will subsequently continue in minimum increments
      of at least $1,000,000 higher than the previous Qualified
      Bid.  Subsequent Qualified Bids submitted by the Proposed
      Purchaser will be deemed to include a credit in an amount
      equal to the sum of the Break-up Fee and the maximum
      amount of the Expense Reimbursement.

      Bidding at the Auction will continue until the highest or
      otherwise best Qualified Bid is determined.  After the
      conclusion of the Auction, the Sellers will:

      -- review each Qualified Bid on the basis of financial and
         contractual terms and other factors relevant to the
         Sale process, including those factors affecting the
         speed and certainty of consummating the Sale, and

      -- identify the highest or otherwise best offer for the
         Purchased Assets;

   F. Acceptance of Qualified Bids: At the Sale Hearing, the
      Sellers will seek entry of an order authorizing and
      approving the Sale:

      -- if no Qualified Bid is received, to the Proposed
         Purchaser pursuant to the terms and conditions set
         forth in the Purchase Agreement; or

      -- if another Qualified Bid is received by the Sellers, to
         the Proposed Purchaser or any other Qualified Bidder as
         the Sellers determine to have made the highest or
         otherwise best offer to purchase the Purchased Assets.

      The Sale Hearing may be adjourned or rescheduled.

      The Sellers' presentation to the Bankruptcy Court for
      approval of a particular Qualified Bid does not constitute
      the Sellers' acceptance of the bid, except with respect to
      the bid of the Proposed Purchaser as reflected in the
      Purchase Agreement.  The Sellers will be deemed to have
      accepted any other bid only when the bid has been approved
      by the Bankruptcy Court at the Sale Hearing.

      Following the Sale Hearing approving the Sale of the
      Purchased Assets to the Successful Bidder, if the
      Successful Bidder fails to consummate an approved Sale
      because of a breach or failure to perform on the part of
      the Successful Bidder, the next highest or otherwise best
      Qualified Bid, will be deemed to be the Successful Bid and
      the Sellers will be authorized, but not required, to
      consummate the Sale with the Qualified Bidder submitting
      the bid without further Bankruptcy Court order;

   G. Return of Good Faith Deposit: The Good Faith Deposits of
      all Qualified Bidders will be retained by the Sellers and
      all Qualified Bids will remain open until closing of the
      purchase of the Purchased Assets; provided, however, that
      in no event will the Proposed Purchaser be required to
      make the Good Faith Deposit.  If a Successful Bidder fails
      to consummate an approved Sale because of a breach or
      failure to perform on the part of the Successful Bidder,
      the Sellers will not have any obligation to return the
      Good Faith Deposit deposited by the Successful Bidder, and
      the Good Faith Deposit irrevocably will become property of
      the Sellers;

   H. Modifications: The Sellers may:

      -- determine which Qualified Bid, if any, is the highest
         or otherwise best offer; and

      -- reject at any time before entry of the Bankruptcy Court
         order approving a Qualified Bid, any bid that is:

         a. inadequate or insufficient,

         b. not in conformity with the requirements of the
            Bankruptcy Code, the Bidding Procedures or the terms
            and conditions of the Purchase Agreement, or

         c. contrary to the best interests of the Sellers, their
            estates and their creditors.

      At or before the Sale Hearing, the Sellers may impose
      other terms and conditions on the Qualified Bidders as
      they determine to be in the best interests of their
      estates, creditors and other parties-in-interest in these
      cases. (Genuity Bankruptcy News, Issue No. 2; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


GLASSMASTER CO.: Recurring Losses Raise Going Concern Doubts
------------------------------------------------------------
Glassmaster Company is a diversified manufacturer of
thermoplastic and thermoset plastic materials, industrial
controls, and electronics that produces and sells a broad range
of product lines to customers across multiple industries. The
Company classifies its business into two operating segments:
Industrial Products, consisting of extruded synthetic
monofilaments and pultruded fiberglass and composites and;
Controls and Electronics, consisting of mechanical and
electronic controls, electronic test equipment, and circuit
boards.

Consolidated sales for the fiscal year ended August 31, 2002
were $17.6 million compared to $18.9 million last year, a
decrease in sales of 6.7%. The net loss for the year was
$543,332, or $0.33 per share, compared to a net loss of
$1,271,671, or $0.78 per share, last year.

Industrial Products segment sales declined 7.4% to $11.7 million
this year compared to $12.7million in the prior year. Sales in
the first and second quarters of the 2002 fiscal year declined
12.7% and 28.1%, respectively, when compared to the prior year
periods, reflecting the impact of the September 11th terrorist
attacks on a U.S. manufacturing economy already in recession.
Sales in the third and fourth quarters increased 3.5% and 13.7%,
respectively, compared to the same prior year periods as some
gradual improvement in customer order patterns was seen.
Industrial Products sales, including Specialty Monofilament and
The Composite Modular Building System, are expected to improve
in tandem with the economy and as recently developed products
begin to generate additional revenue in 2003. Several new
products have been approved for production, however release
dates from the Company's customers continue to be delayed due to
the uncertain economic climate. The Company continues to search
for additional distribution channels and marketing partners to
increase sales of Industrial Products.

Controls and Electronics segment sales declined 3.8% for the
year to $5.9 million. Electronic controls products and contract
manufacturing services saw increased sales that offset the
decline in sales of cable systems and control assemblies used in
the heavy truck and bus industry which has been depressed for
the past three years. Sales of controls and electronics are
expected to improve in 2003 due to new electronic products and
related circuit board contract manufacturing revenue. New
product and engineering innovations already approved on new
heavy truck production will also contribute to sales growth and
increased market penetration, particularly as the trucking
industry begins to recover from its prolonged slump.

Total gross profit increased 35.5%, to $2.29 million, compared
with $1.69 million during the 2001 fiscal year. The increase in
gross profit is due to manufacturing cost reductions implemented
throughout the year, with the significant effect on gross profit
occurring during the last six months of the 2002 fiscal year.
The Company continues in its efforts to reduce the cost of
manufacturing on all products, but any significant future
increases in gross profit will result from increasing levels of
throughput at Monofilament and higher rates of utilization on
electronic production equipment at Controls.

The Company has incurred recurring losses from operations during
the past four fiscal years and as a result, is in violation of
certain financial covenants contained in its primary lending
agreements. These agreements currently provide for revolving
working capital lines of credit and long term equipment and real
estate financing for the company's industrial products segment
in South Carolina and its controls and electronics segment in
Michigan (through its wholly owned subsidiary, Glassmaster
Controls Company, Inc.).

Glassmaster has incurred recurring losses from operations, and
as of August 31, 2002, the Company's current liabilities
exceeded its current assets by $379,397. Its total liabilities
of $11,020,010 exceed its total Assets of $11,434,804 less
deferred tax assets of $1,204,551 by $789,757. These factors
raise substantial doubt about the Company's ability to continue
as a going concern. Management has continued cost reduction
programs and is pursuing opportunities to raise additional
equity capital through outside sources. Additionally, the
Company's management is pursuing possible sales of assets and
product lines, and pursuing affiliations with other companies to
sustain operations until current sales levels of existing
products and known sales of new products, along with expected
improved profit margins through cost reductions, can move the
Company toward future profitability.


GLOBAL CROSSING: Court Approves New Tecota Lease Agreement
----------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates, currently
maintain two Points Of Presence in Miami, Florida: one on the
sixth floor at 50 NE Ninth Street and one at One NE First
Street. The Debtors have determined that it is not necessary to
continue operating both the Miami POPs.

The Debtors found that the costs of centralizing their
activities at the First Street Location would be significantly
more than centralizing their activities at the Ninth Street
Location.  The Ninth Street Location also has superior public,
private, transit and network interconnection.  Accordingly, the
Debtors determined that it was in their best interests to
negotiate a new lease for the Ninth Street location with
Technology Center of the Americas, LLC.

While the Debtors desire to maintain the Ninth Street Location,
Mr. Basta believes that the assumption of the Original Tecota
Lease is not a viable option.  Pursuant to the Original Tecota
Lease, the Debtors lease 135,000 square feet of space and are
obligated to pay the Landlord $298,000 per month in total rent,
consisting of base rent at an annual rate of $19.50 per square
foot and common area and maintenance charges at an annual rate
of $7 per square foot.  The contraction in the
telecommunications industry and the Debtors' businesses has
dramatically reduced the Debtors' need for POPs, including the
Debtors' need for the entirety of the Ninth Street Location.
Based on the Debtors' current business plan, less than 70,000
square feet of POP space is required in Miami.

Since the Petition Date, Mr. Basta relates that the Debtors have
paid no rent to the Landlord for the Ninth Street Location.
Until April 8, 2002, the Debtors benefited from a "rent holiday"
under the Original Tecota Lease.  Subsequently, the Landlord
agreed to temporarily defer the rent while negotiations for a
new lease were underway.  However, the Rent Deferral has
expired.  If the Debtors were to assume the Original Tecota
Lease, then for the 15 years that remain under the term of that
lease, they would be obligated not only to lease almost twice
the POP space they require in Miami at an unacceptably high
rent, but they would also be required to pay the Landlord almost
$2,100,000 in cure costs for the overdue rent for the months of
April 2002 through October 2002.

                   The Tecota Agreement

On September 26, 2002, after extensive arms-length negotiations,
the Debtors and the Landlord executed the Tecota Agreement,
which sets forth the parties' agreement on the New Lease
Documentation.

Pursuant to the terms of the Tecota Agreement, the Landlord
agree to reduce:

-- the leased space in the Ninth Street Location to 67,500
   square feet; and

-- the rent to $1 per square foot annually for the period April
   9, 2002 through June 30, 2003.

As a result, under the New Lease, the Total Rent during the
Initial Period is $45,000 per month.  Compared to the Original
Tecota Lease, the New Lease will reduce the Debtors' monthly
rent obligations by over $250,000 during the Initial Period for
an aggregate savings of over $3,750,000.

The New Lease Documentation also provides that the Debtors have
a one-time unrestricted right to terminate the New Lease at any
time up to the earlier of:

-- January 31, 2003; and

-- the closing of the Debtors' Chapter 11 cases, provided that
   simultaneously with the termination, the Debtors will pay the
   Landlord $3,900,000.

The salient terms of the Tecota Agreement are:

-- New Lease: The Original Tecota Lease will be terminated
   effective as of April 9, 2002.  The New Lease term will
   commence April 9, 2002 and terminate April 30, 2017.  The
   Debtors will lease 67,500 square feet of the Premises from
   the Landlord.  The Debtors and the Landlord will be bound by
   the New Lease Documentation, each of which constitutes a
   postpetition agreement;

-- New Guaranty: The parties agree to terminate the Original
   Guaranty.  Pursuant to the New Guaranty, GC Holdings is the
   guarantor of GC Latin America's obligations under the New
   Lease.  In the event that GC Holdings no longer exists or
   is no longer the owner of all the U.S. and Latin American
   Assets of Global Crossing Ltd., GC Latin America will provide
   a substitute guarantor as provided in the New Lease
   Documentation;

-- New Fiber Agreement: The parties agree to terminate the
   Original Fiber Agreement and enter into the New Fiber
   Agreement.  The New Fiber Agreement provides for the
   operation and maintenance of independent fiber cable
   distribution systems, one of which will be utilized to
   provide for direct GC Latin America service connections
   between GC Latin America and its customers who are located in
   the Ninth Street Location and the second of which will be
   utilized by NAP to provide for direct service connections
   between NAP and its general building customers;

-- New SNA: The parties agree to terminate the Original
   Subordination, Non-disturbance and Attornment Agreement and
   enter into the New Subordination Agreement, which provides:

    * The Debtors will subordinate its rights under the New
      Lease to the rights of the Landlord's mortgagee, and

    * if, at any time, the Landlord's mortgagee, or their
      successors or assigns, acquires the Landlord's rights
      under the New Lease, the New Lease will continue in full
      force and effect as a lease between the landlord and the
      Debtors;

-- Conditions: The New Lease Documentation will not become
   effective unless and until the Court approves the rejection
   of the One NE First Street Lease and, in fact, the lease has
   been rejected.  The New Lease Documentation will not become
   effective unless and until the Liens have been discharged or
   removed to bond;

-- Waiver: The Landlord, the Landlord's mortgagee will be deemed
   to have waived and released all claims that the Landlord and
   the Landlord's mortgagee may have against the Debtors by
   reason of the termination of the Original Tecota Lease, the
   Original Guaranty and the Original Fiber Agreement; and

-- Termination: The Debtors are entitled to a one-time
   unrestricted right to terminate the Tecota Agreement and the
   New Lease Documentation, at any time up to the date that is
   the earlier of:

    * January 31, 2003; or

    * closing of the Debtors' Chapter 11 cases, provided that
      simultaneously with the termination, the Debtors will pay
      the Landlord $3,900,000.

Pursuant to Sections 363, 365 and 554 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, the
Court approved:

-- the Tecota Agreement among Global Crossing Latin America and
   Caribbean Co.; Global Crossing Telecommunications; Global
   Crossing Holdings Inc.; Technology Center of the Americas,
   LLC, as landlord; and NAP of the Americas, Inc.;

-- the termination of a real property lease dated September 29,
   2000 between Global Crossing Latin America and Caribbean Co.,
   Global Crossing Telecommunications and Technology Center of
   the Americas, for the property located at 50 NE Ninth St in
   Miami, Florida and entry into a new Lease Agreement dated as
   of April 9, 2002;

-- termination of the existing Guaranty of Lease by GC Holdings,
   dated September 28, 2000, and entry into a new Guaranty of
   Lease dated as of April 9, 2002;

-- termination of the existing Agreement for Fiber Cable
   Distribution System, dated December 28, 2001, and entry into
   a new Agreement for Fiber Cable Distribution System dated as
   of April 9, 2002; and

-- termination of the existing Subordination, Nondisturbance and
   Attornment Agreement, and entry into a new Subordination,
   Nondisturbance and Attornment Agreement dated as of April 9,
   2002. (Global Crossing Bankruptcy News, Issue No. 29;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF AMERICA: Committee Taps Kronish Lieb as Lead Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to the Official Committee of Unsecured Creditors
of Golf America Stores, Inc., to retain Kronish Lieb Weiner &
Hellman LLP as its lead counsel in the Debtor's on-going chapter
11 case.

Kronish Lieb is expected to:

     a) attend the meetings of the Committee;

     b) review financial information furnished by the Debtor to
        the Committee;

     c) confer with the Debtor's management and counsel;

     d) review the Debtor's schedules and statement of affairs;

     c) advise the Committee as to the ramifications regarding
        all of the Debtor's activities and motions before this
        Court;

     f) file appropriate pleadings on behalf of the Committee;

     g) analyze and review accountant's work product and reports
        to the Committee;

     h) provide the Committee with legal expertise in relation
        to the case;

     i) prepare various applications and memoranda of law
        submitted to the Court for consideration and handle all
        other matters relating to the representation of the
        Committee that may arise;

     j) negotiate offers to liquidate the Debtor's inventory;

     k) negotiate offers to sell the leases and other assets;

     l) assist the Committee in negotiations with the Debtor and
        other parties-in-interest on a plan of reorganization;
        and

     m) perform such other legal services for the Committee as
        may be necessary or proper in these proceedings.

Kronish Lieb's customary hourly rates are:

          Lawrence C. Gottlieb          $590 per hour
          Jay R. Indyke                 $485 per hour
          Ronald R. Sussman             $475 per hour
          Cathy R. Hershcopf            $425 per hour
          Eriz J. Haber                 $390 per hour
          Bethanne D. Haft              $210 per hour
          Rebecca Goldstein             $170 per hour

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


HAYES LEMMERZ: Obtains OK to Renew AFCO Insurance Financing Deal
----------------------------------------------------------------
The Debtors sought and obtained Court authority to enter into
two insurance premium financing agreements with AFCO Credit
Corp.

Early in these cases, the Debtors entered into two insurance
premium financing agreements with AFCO to finance premiums for
necessary insurance coverage.  The Court authorized the Debtors
to enter into the Initial Finance Agreements on December 7,
2001. Essentially, the insurance coverage to be financed through
the Finance Agreements would replace the coverage that the
Debtors financed through the Initial Finance Agreements

The maintenance of the insurance coverage provided by the
Insurance Policies is essential to the Debtors' continued
operations.  The terms of the Insurance Policies are
characteristic of those of insurance policies typically
maintained by corporate entities that are similar in size and
nature to the Debtors.  Specifically, the Insurance Policies
provide coverage for the Debtors' property, general liability,
crime and umbrella liability coverage liabilities that the
Debtors may incur during the operation of their business. The
premiums payable under the Insurance Policies is $5,740,465.

Pursuant to the Finance Agreements, AFCO will pay the premiums
for the Insurance Policies in full.  In return, pursuant to the
terms of the Finance Agreements, the Debtors are required to pay
to AFCO a $1,919,878 down payment and eight monthly installments
of $483,638.  The Finance Agreements provide for an interest
rate of 3.375% with respect to the amounts financed.

As was the case with the Initial Finance Agreements, the Debtors
were unable to obtain unsecured credit with respect to insurance
premium financing. Accordingly, the Finance Agreements provide
that the amount financed would be secured by all unearned and
returned premiums resulting from reduction or cancellation of
the coverage under the Insurance Policies.  In addition,
pursuant to the Finance Agreements, the Debtors would be
required to grant AFCO a power of attorney to effect
cancellation of the Insurance Policies and collect the unearned
premiums should the Debtors default under the terms of the
Finance Agreements.  However, AFCO will not be able to exercise
this power of attorney until:

-- it has provided the Debtors the notice and cure period
   required by applicable state statute; and

-- the Debtors have failed to cure any default within the
   period.

In addition, the cost of funds under the Finance Agreements is
lower than under the Debtors' postpetition financing arrangement
with their postpetition lenders.  Accordingly, it is more
beneficial for the Debtors to finance the Insurance Policies
through AFCO than to borrow under the DIP Agreement to purchase
the Insurance Policies.  Although the DIP Agreement restricts
the creation and existence of any liens on the Debtors'
property, the Debtors have provided counsel for the lenders
under the DIP Agreement with a copy of the Finance Agreements
and believe the lenders will consent to this motion.  Financing
the premiums to be paid under the Insurance Policies enables the
Debtors to maintain critical insurance coverage while preserving
their available cash.

Judge Walrath authorizes Hayes Lemmerz International, Inc., and
its debtor-affiliates to enter into an Insurance Financing
Agreement with AFCO on an interim basis.  If there are no
objections, the interim order will be considered a final
order. (Hayes Lemmerz Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HERCULES INC: S&P Rates $350MM Sr. Sec. Credit Facilities at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to specialty chemical producer Hercules Inc.'s proposed
$350 million senior secured credit facilities.

Standard & Poor's said that at the same time, it has affirmed
its 'BB' corporate credit rating on the company. The outlook
remains positive. Hercules Inc., based in Wilmington, Delaware,
has approximately $684 million of debt outstanding as of Sept.
30, 2002 (excluding preferred securities).

"The completion of Hercules' refinancing plan is an important
development from a credit perspective in that it will provide
funds to repay $125 million in notes scheduled to mature early
next year," said Standard & Poor's credit analyst Kyle Loughlin.
"The new revolving credit facility is expected to be unused at
closing, which together with Hercules proven ability to generate
free cash flow over the course of the business cycle, should
provide ample liquidity for the foreseeable future".

The bank facilities are rated the same as the corporate credit
rating and are secured by a first-priority security interest in
substantially all domestic assets, including accounts
receivables and inventory, property plant and equipment and a
pledge of intercompany notes due from a material foreign
subsidiary. The new revolving facility replaces Hercules
existing $200 million bank revolving credit facility that
matures in 2003. The new facilities are subject to a maximum
debt to EBITDA ratio, minimum interest coverage ratio, and
capital spending limitations. The minimum net worth
requirements, contained in the previous facilities, have been
eliminated. Standard & Poor's noted that the bank facility
rating is based on preliminary terms and conditions.


HOLLYWOOD ENTERTAINMENT: Offering $200MM Sr. Subordinated Notes
---------------------------------------------------------------
Hollywood Entertainment Corporation, (Nasdaq: HLYW) owner of the
Hollywood Video chain of over 1,800 video superstores, expects
to commence an offering this week of $200 million aggregate
principle amount of senior subordinated notes due 2011. The
notes will be issued under the Company's effective shelf
registration statement filed under the Securities Act of 1933.
Substantially all of the net proceeds of the offering would be
used to redeem a portion of the Company's outstanding 10.625%
Senior Subordinated Notes due 2004.

UBS Warburg LLC will act as the lead managing underwriter for
the offering.  Copies of the prospectus and the preliminary
prospectus supplement, when available, can be obtained from the
offices of UBS Warburg, 677 Washington Boulevard, Stamford, CT
06901.

Hollywood Entertainment owns and operates the second largest
video store chain in the United States.  Hollywood Entertainment
and Hollywood Video are registered trademarks of Hollywood
Entertainment Corporation.

At September 30, 2002, Hollywood Entertainment's balance sheet
shows that total current liabilities exceeded total current
assets by about $130 million.


HORSEHEAD INDUSTRIES: Wants to Stretch Exclusivity to March 31
--------------------------------------------------------------
Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
and its debtor-affiliates, ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their exclusive periods.
The Debtors want to stretch their exclusive plan filing period
through March 31, 2003, and they want to maintain the exclusive
right to solicit acceptances of that plan through May 30, 2003.

The Debtors assert that their progress in this case has been
significant and compels an extension of the Exclusive Periods.

Since the Petition Date, the Debtors and their court-retained
professionals have been focusing on carrying out the Debtors'
reorganization. To this end, they have been working diligently
to operate the Debtors' businesses and handle the vast number of
crucial administrative and business decisions which have faced
them in the initial phases of their chapter 11 cases.

The Debtors continue to respond to a multitude of information
requests made by the Committee and its professionals, the
Debtors' Bank Group, vendors, customers, landlords and other
parties-in-interest.  Currently, the Debtors are negotiating an
agreement with their Bank Group, to provide them a post-petition
credit facility. The Debtors expect to conclude the negotiations
quickly.

Additionally, the Debtors have been identifying non-core assets
which can be sold to create needed funds and reducing carrying
costs.

Horsehead Industries, Inc. d/b/a Zinc Corporation of America,
the largest zinc producer filed for chapter 11 protection on
August 19, 2002. Laurence May, Esq., at Angel & Frankel, PC
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$215,579,000 in assets and $231,152,000 in debts.


HUGHES ELECTRONICS: Refinances and Extends Sr. Credit Facilities
----------------------------------------------------------------
Hughes Electronics Corporation has refinanced and extended $1.9
billion of senior credit facilities.  The amended credit
facilities mature on August 31, 2003 and include a $1.28 billion
revolving credit facility and a $650 million term loan.

"We are very pleased with the successful completion of this
transaction," said Michael J. Gaines, HUGHES' chief financial
officer.  "Our lead arrangers structured a flexible financing
solution that was well received in the market, and both credit
facilities were oversubscribed.  We appreciate the continuing
support of these investors."

Bank of America Securities and Salomon Smith Barney were joint
book-running lead arrangers of the HUGHES facilities.

HUGHES, a unit of General Motors Corporation, is a world-leading
provider of digital television entertainment, broadband
services, satellite-based private business networks, and global
video data broadcasting.  The earnings of HUGHES are used to
calculate the earnings attributable to General Motors Class H
common stock (NYSE: GMH).

                         *    *    *

As reported in Troubled Company Reporter's November 21, 2002
edition, Standard & Poor's lowered its corporate credit ratings
on Hughes Electronics Corp., and its 81%-owned subsidiary
PanAmSat Corp., to 'B+' from 'BB-'. Standard & Poor's also
lowered its senior secured bank loan ratings on the companies to
'BB-' from 'BB'. The downgrade reflects concern about continuing
discretionary cash flow deficits and refinancing risk at Hughes.

The PanAmSat downgrade reflects the company's majority ownership
by Hughes and not PanAmSat's stand-alone operating performance
or financial condition, which have been stable.

All ratings remain on CreditWatch with negative implications
pending the resolution of the merger transaction with EchoStar
Communications Corp. El Segundo, California-based Hughes has
roughly $800 million debt, excluding debt at PanAmSat.


IMC GLOBAL: S&P Assigns BB Rating to Proposed $100MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
fertilizer producer IMC Global Inc.'s proposed $100 million
senior unsecured notes due 2011.

Standard & Poor's said that at the same time it has affirmed its
'BB' corporate credit rating on the company. Lake Forest,
Illinois-based IMC is one of the largest global producers of
phosphate and potash crop nutrients for the agricultural
industry and has more than $2.1 billion of debt outstanding. The
outlook remains negative.

"The ratings on IMC Global reflect the company's average
business profile, offset by an aggressive financial profile,"
said Standard & Poor's credit analyst Peter Kelly.

IMC holds the world's leading position in the production of
phosphate fertilizers and is the largest supplier of potash.


INDYMAC BANCORP: S&P Changes Outlook to Stable from Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pasadena, California-based IndyMac Bancorp and its subsidiary,
IndyMac Bank FSB, to stable from negative. All ratings on both
entities, including IndyMac Bancorp's 'BB+/B' counterparty
credit ratings, are affirmed.

The ratings affirmation reflects the relatively low level of
credit risk associated with IndyMac's lending business and more
stable business model created from the company's de-REITing in
early 2000 and the subsequent purchase of SGV Bancorp, the
parent of First Federal Savings and Loan Association of San
Gabriel Valley. Limiting the rating is a lack of product
diversity.

"The outlook revision reflects the success the company has had
in hedging its servicing asset in the current environment of low
interest rates and extraordinarily high volume of home mortgage
refinancing," said credit analyst Daniel Martin.


INTEGRATED HEALTH: Selling Operations to Trans Healthcare Inc.
--------------------------------------------------------------
Trans Healthcare, Inc., has entered into an agreement with
Integrated Health Services, Inc., to purchase IHS through a
stock transaction.  The acquisition is expected to be finalized
by the end of the second quarter 2003.

The strength of THI combined with the infrastructure and
workforce of IHS will help to create an impressive healthcare
company, offering the clinical capabilities, operational
expertise, and sound financial backing necessary to succeed as
the aging population continues to increase.  In the coming
months, THI and IHS will be working towards the effective
integration of the two companies.

"We are excited about the possibilities for this newly formed
company, which benefits from unique strengths brought to the
table by both THI and IHS," said Anthony Misitano, Chairman and
CEO of THI. "Opportunities exist in a number of key areas, which
will enhance not only financial performance but improve the care
and service delivered to both residents and patients." Misitano
went on to say that overlaying the THI business model across the
IHS network will create shareholder value, and the fact that the
corporate office in Sparks, MD and its workforce will be
maintained, minimizes both the time required to integrate as
well as overall integration risks.

Joe Bondi, Chief Executive Officer of IHS said, "We are pleased
to have entered into this agreement with THI, which has a strong
reputation in the healthcare field and in particular the long
term care industry.  Its management team is committed to
ensuring that we develop an appropriate organizational structure
to best serve the needs of our patients, residents, their
families, and the employees who provide their care. The
conclusion of this sale agreement will represent a successful
reorganization of IHS."

THI, headquartered in Camp Hill, PA., currently operates 94
skilled nursing facilities, specialty hospitals, and outpatient
rehabilitation clinics in 12 states. Upon completion of the
acquisition THI will operate 274 facilities representing over
25,000 beds in 21 states with a workforce of 48,000. THI's
executive management team has extensive experience and a proven
track record in the healthcare industry. The company, which is
privately held, receives financial backing from GTCR Golder
Rauner, a leading private equity firm based in Chicago, IL.

As previously announced, IHS filed for Chapter 11 Bankruptcy
protection on February 2, 2000.  After examining a number of
alternatives for restructuring, IHS has determined that pursuing
a strategic sale is the best option for the estate and its
creditors.  IHS expects to file a Plan of Reorganization (POR)
with the U.S. Bankruptcy Court for the District of Delaware by
the end of 2002.  The terms of the transaction with THI will be
disclosed in the POR.

Trans Healthcare Inc., is a privately owned regional healthcare
corporation that operates specialty hospitals, skilled nursing
facilities, and outpatient rehab centers that combine
appropriate care with cost savings. Go to http://www.thicare.com
for additional information.

IHS is a highly diversified health services provider, offering a
broad spectrum of post-acute medical and rehabilitative services
through its nationwide healthcare network.  These services
include long term, skilled nursing, and subacute care, long term
acute care, outpatient rehabilitation, hospice care, and
contract rehabilitation services.  Supporting a wide variety of
healthcare needs, IHS currently operates over 159 locations in
21 states throughout the United States.


MAGNUM HUNTER: Executives Sell 482,000+ Shares in Block Trade
-------------------------------------------------------------
Magnum Hunter Resources, Inc., (NYSE: MHR) announced the sale of
482,334 shares of common stock in a block trade to certain
institutional holders.  This sale facilitated by the Company on
behalf of certain executive officers and one director provided
the funds necessary to exercise 462,334 common stock options
owned by these individuals.  Predominately all of the stock
options exercised today would have expired on December 12, 2002,
five years from issuance.  The average exercise price of these
expiring stock options was $3.75 per share.  All of the shares
sold were placed with the assistance of SWS Securities, Inc.

Subsequent to the exercise of these common stock options and
this associated sale, the three current executive officers and
the one director will have increased their aggregate net common
share ownership in the Company by approximately 24,000 shares.
One executive officer sold common shares not related to the
exercise of the expiring options for federal income tax purposes
and to retire a promissory note due to the Company.  The
Chairman, President and Chief Executive Officer of Magnum Hunter
did not participate in any of these sales.

Magnum Hunter Resources, Inc., is one of the nation's fastest
growing independent exploration and development companies
engaged in three principal activities: (1) the exploration,
development and production of crude oil, condensate and natural
gas; (2) the gathering, transmission and marketing of natural
gas; and (3) the managing and operating of producing oil and
natural gas properties for interest owners.

                          *     *     *

As previously reported, Standard & Poor's raised the corporate
credit ratings of Magnum Hunter Resources Inc., to BB- and its
senior unsecured debt rating to B+.


MARK NUTRITIONALS: Reports Major Progress in Chapter 11 Reorg.
--------------------------------------------------------------
Mark Nutritionals, whose Body Solutions(TM) brand is a national
leader among weight loss products, announced major steps forward
in its reorganization under Chapter 11.   Among important recent
developments, the company has:

     --  Hired a new management team to develop specific
         reorganization plans and take the company forward;

     --  Reached an agreement with the U.S. Federal Trade
         Commission; and

     --  Made substantial progress in turning around losses and
         rapidly positioning the company for doing business in
         the right markets with controlled growth and resulting
         profitability.

In light of these recent developments, CEO Larry Cochran said
the company's Chapter 11 Reorganization was "going better, and
more quickly than expected.

"We've already had a dramatic turnaround in stemming significant
losses and are headed to profitability within the next 30 days."

The new management team at Mark Nutritionals includes three of
the former top executives at Pace Foods, who helped turn Pace
Picante(TM) Sauce into a household name, and engineered its sale
to Campbell Soup for $1.1 billion. Robert Burke, Bill Wagner and
Gary Lane, formerly VP of Sales and Marketing, Chief Financial
Officer and Director of Retail for Pace Foods respectively, have
been retained by Mark Nutritionals.  In addition to the Pace
Foods experience, the new management team has over 50 combined
years of successful senior level experience with major branded
food companies such as Frito-Lay, Hershey, and General Mills.

The former Pace executives are working with Cochran to
aggressively develop and implement financial, marketing and
operations plans that will form the reorganization plan,
expected to be presented to creditors and filed with the court
by the end of the year.

"With the new management team, we now have the right people and
with over $120 million previously spent marketing and developing
a strong brand, we believe this is a great turnaround
opportunity to build on the brand and be a leader in the
sector," Cochran said.  "We fully expect that Mark Nutritionals
will emerge from the bankruptcy quickly and with an even
stronger position than it previously held in the nutritional
products industry.

"Our main objective is to demonstrate a clear path to
sustainable profitability that will create significant value for
creditors and ensure that the Body Solutions brand remains a
leader in the weight loss industry," Cochran continued.

The FTC had been investigating Mark Nutritionals for the claims
made in its prior marketing of Body Solutions products since the
Fall of 2002.  The agreement provides for mutually agreeable
definitions of how Body Solutions will market its products in
the future, including increased restrictions on how third party
endorsements are used.

"In addition, several state Attorneys General have made similar
claims and we are confident that, working cooperatively with
them, we can also address their concerns," Cochran said.

Cochran continued, "Body Solutions enjoys a high level of
visibility and customer loyalty, and this agreement with the FTC
is part of our commitment to lead the industry by example."

Body Solutions filed for Chapter 11 protection in September.
The company retained turnaround specialist Larry Cochran of
Eldon Partners, LLC immediately after filing.  Eldon Partners is
a turnaround and business advisory firm based in San Antonio,
TX.

Body Solutions is a leading healthy weight loss system that
combines a behavior modification with nutritional products,
including dietary supplements and meal replacements.  More
information can be obtained at www.bodysolutions.com .

Text of the agreed order with the FTC can be obtained from the
FTC's Web site at
http://www.ftc.gov/os/2002/12/marknutritionalsord.htm


MORGAN STANLEY: Fitch Cuts Ratings on 3 Note Classes to Low-Bs
--------------------------------------------------------------
Fitch Ratings downgrades the following classes of the Morgan
Stanley Dean Witter Owner Trust 2000-F1:

     --Class X participating interests to 'AA' from 'AAA';

     --Class S participating interests to 'AA' from 'AAA';

     --Class B notes to 'A+' from 'AA';

     --Class C notes to 'BBB+' from 'A';

     --Class D notes to 'BBB' from 'A-';

     --Class E notes to 'BB-' from 'BBB';

     --Class F notes to 'B+' from 'BBB-';

     --Class G notes to 'B-' from 'BB' .

In addition, the above referenced classes will remain on Rating
Watch Negative. It should be noted that class H participating
interests, class J participating interests, and owner trust
certificates were not rated by Fitch. The class A's are insured
by MBIA.

As of the October 2002 reporting date, this transaction has
experienced cumulative defaults of approximately $44,171,100, or
18.9% of original principal balance. Total current defaults are
at $39,042,100 or 17.6% of the subject pool balance. This does
not include $5,100,000 in exposure to Sybra, Inc., which is
anticipated to be resolved in the near term. Four out of the
five borrower defaults occurred in 2002. The increased speed of
defaults has stressed the transaction beyond original
expectations. Outstanding advances on the entire trust currently
total approximately $1,279,700. Notably, the default of two
large borrower relationships (Pandix LLC/E-Z Serve Convenience
Stores and Clark Retail Enterprises) together account for
$34,440,000 of the total current defaults.

The downgrades take into account the assumed impact to the
collateral pool and current available credit enhancements to
each affected certificate interest represented by the combined
defaults of three borrowers totaling $20,700,000. The impact of
such a concentrated amount of defaults, net of recoveries has
resulted in the above listed actions. It should be noted that
the current rating actions are without regard to the potential
impact associated with the bankruptcy status of Clark Retail
Enterprises, Inc.  CRE (which filed for bankruptcy protection in
mid-October) is a significant borrower relationship in the MSDW
securitization. As of recent, the borrower and its creditors are
in the process of developing a viable workout solution. Fitch
continues to monitor the CRE bankruptcy, as well as overall pool
performance to maintain an appropriate assessment of credit risk
and therefore the above ratings will remain on Rating Watch
Negative.

The subject pool is comprised of collateral from two
originators: Franchise Finance Company of America and Morgan
Stanley Dean Witter Mortgage Capital. MSDWMC was a Morgan
Stanley Dean Witter conduit formed to originate franchise loans
(currently inactive, no longer originating). MSDWMC originated
their loans through American Commercial Capital who assisted
MSDWMC in origination, marketing, research and underwriting.
GECFF was involved in this transaction as a contributor of
collateral to provide additional liquidity for its own
originations. The original pool consisted of 22 franchise loans
originated by MSDWMC, one promissory note backed by two
franchise loans originated by GECFF, and 1 franchise loan also
originated by GECFF. ACC (now part of Wells Fargo) is the
primary and special servicer on the MSDWMC originated collateral
while GECFF is the primary and special servicer on the GECFF
originated collateral.


MSDW OWNER: Fitch Downs Ratings on 2000-F1 Class G Notes to B-
--------------------------------------------------------------
Fitch Ratings downgrades the following classes of the Morgan
Stanley Dean Witter (MSDW) Owner Trust 2000-F1:

     --Class X participating interests to 'AA' from 'AAA';

     --Class S participating interests to 'AA' from 'AAA';

     --Class B notes to 'A+' from 'AA';

     --Class C notes to 'BBB+' from 'A';

     --Class D notes to 'BBB' from 'A-';

     --Class E notes to 'BB-' from 'BBB';

     --Class F notes to 'B+' from 'BBB-';

     --Class G notes to 'B-' from 'BB' .

In addition, the above referenced classes will remain on Rating
Watch Negative. It should be noted that class H participating
interests, class J participating interests, and owner trust
certificates (OTC) were not rated by Fitch. The class A's are
insured by MBIA.

As of the October 2002 reporting date, this transaction has
experienced cumulative defaults of approximately $44,171,100, or
18.9% of original principal balance (OPB). Total current
defaults are at $39,042,100 or 17.6% of the subject pool
balance. This does not include $5,100,000 in exposure to Sybra,
Inc., which is anticipated to be resolved in the near term. Four
out of the five borrower defaults occurred in 2002. The
increased speed of defaults has stressed the transaction beyond
original expectations. Outstanding advances on the entire trust
currently total approximately $1,279,700. Notably, the default
of two large borrower relationships (Pandix LLC/E-Z Serve
Convenience Stores and Clark Retail Enterprises) together
account for $34,440,000 of the total current defaults.

The downgrades take into account the assumed impact to the
collateral pool and current available credit enhancements to
each affected certificate interest represented by the combined
defaults of three borrowers totaling $20,700,000. The impact of
such a concentrated amount of defaults, net of recoveries has
resulted in the above listed actions. It should be noted that
the current rating actions are without regard to the potential
impact associated with the bankruptcy status of Clark Retail
Enterprises, Inc. (CRE). CRE (which filed for bankruptcy
protection in mid-October) is a significant borrower
relationship in the MSDW securitization. As of recent, the
borrower and its creditors are in the process of developing a
viable workout solution. Fitch continues to monitor the CRE
bankruptcy, as well as overall pool performance to maintain an
appropriate assessment of credit risk and therefore the above
ratings will remain on Rating Watch Negative.

The subject pool is comprised of collateral from two
originators: Franchise Finance Company of America (FFCA, now
known as GE Capital Franchise Finance [GECFF]) and Morgan
Stanley Dean Witter Mortgage Capital (MSDWMC). MSDWMC was a
Morgan Stanley Dean Witter (MSDW) conduit formed to originate
franchise loans (currently inactive, no longer originating).
MSDWMC originated their loans through American Commercial
Capital (ACC) who assisted MSDWMC in origination, marketing,
research and underwriting. GECFF was involved in this
transaction as a contributor of collateral to provide additional
liquidity for its own originations. The original pool consisted
of 22 franchise loans originated by MSDWMC, one promissory note
backed by two franchise loans originated by GECFF, and 1
franchise loan also originated by GECFF. ACC (now part of Wells
Fargo) is the primary and special servicer on the MSDWMC
originated collateral while GECFF is the primary and special
servicer on the GECFF originated collateral.


NATIONAL STEEL: PBGC Intends to Assume Company's Pension Plans
--------------------------------------------------------------
National Steel Corporation, Inc., has received notice that the
Pension Benefit Guaranty Corporation, the federal pension
insurer, has indicated an intention to assume responsibility for
seven National Steel Corporation pension plans.

"We are disappointed that the PBGC took this action at this
time. However, we recognize that if the PBGC assumes
responsibility for the plans current employees who retire will
receive their basic pension benefits and our retirees will
continue to receive monthly checks, subject to federal limits,"
said Mineo Shimura, Chairman and Chief Executive Officer.  "We
were aware that this action eventually could occur due to the
significant underfunding of our plans, large ongoing funding
requirements, market conditions and our bankruptcy filing.  We
do not expect that the PBGC's action will impact our plan to
reorganize the Company.  We continue to have good liquidity and
will continue to provide our customers with the service and
quality that they demand."

Legacy costs such as pensions have long been an issue for the
entire steel industry.  In addition, the impact of the
investment market over the past two years combined with low
interest rates have significantly exacerbated pension funding
requirements and have resulted in record pension liabilities,
particularly in the steel industry.

If the PBGC assumes responsibility for the plans, it will take
over the assets of the plans and use its insurance funds to pay
guaranteed benefits to National Steel workers.  The affected
pension plans are the National Steel Corporation Retirement
Program; National Steel Corporation Pension Plan -- Hourly
Employees; Granite City United Steelworkers of America Pension
Plan; Granite City Pension Plan for Chemical Workers,
Bricklayers, Hodcarriers, Blacksmiths, and Watchman's Union;
Weirton Retirement Program; National Steel Pellet Company
Pension Plan for Hourly Wage Employees; and Pension Plan for
Salaried Employees of National Steel Pellet Company.  The
Company's American Steel Corporation Hourly Pension Plan was not
implicated by the PBGC's announcement.

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

DebtTraders reports that National Steel Corp.'s 9.875% bonds due
2009 (NSTL09USR1) are trading between 38 and 40. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NCS HEALTHCARE: Postpones Vote on Merger with Genesis Health
------------------------------------------------------------
NCS HealthCare, Inc., (NCSS.OB) is postponing its special
meeting of shareholders to vote on the Genesis Health Ventures,
Inc., (Nasdaq: GHVI) merger.  As a result of this afternoon's
decision by the Delaware Supreme Court, described below, the
meeting has been rescheduled from December 5, 2002, to
December 12, 2002.  The meeting time and place will be announced
shortly. NCS and Genesis currently intend to close their merger
as soon as practicable following that meeting.

The Delaware Supreme Court approved a request for an
interlocutory appeal of the Delaware Chancery Court's recent
decision denying a preliminary injunction that would have
delayed or possibly prevented NCS's proposed merger with
Genesis.  Previously, the Delaware Supreme Court had denied this
request for an interlocutory appeal.  The Court has now decided
to hear the appeal on December 10, 2002, along with certain
other appeals that were already pending.

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

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

In connection with the special meeting of stockholders relating
to NCS's proposed merger with Genesis Health Ventures, Inc. and
a pending tender offer from Omnicare, Inc., NCS HealthCare,
Inc., has filed certain materials with the Securities and
Exchange Commission, including a definitive proxy statement and
a Solicitation/Recommendation Statement on Schedule 14D-9.


NIAGARA MOHAWK: Verifies NYPSC Staff Position Re Pension Expense
----------------------------------------------------------------
The New York Public Service Commission Staff has raised a
concern that Niagara Mohawk Power did not properly reconcile its
pension and OPEB expense to the allowance that was reflected in
the Company's rates for the period from January 1, 1996 through
August 31, 1998.  Under the NYPSC Staff's position, as the
result of this and other less significant adjustments, the
Company should have recorded an additional $80 million in its
deferral account for the benefit of customers, and should have
accrued interest on this amount thereafter.  The interest during
calendar years 1999, 2000, and 2001 would have been about $10
million annually.

The Company is in the process of investigating and verifying the
NYPSC Staff position, and expects to resolve these issues with
the Staff.  One potential outcome of those discussions could
require the restatement of the Company's income statements for
the prior three years to reflect the increase in interest
expense that should have been recorded on the Company's income
statements.  Because the Company recorded losses in years 1999
and 2000, and earnings of $29,521,000 in 2001, the amount of
this interest expense is material when compared to the Company's
earnings in those years.  If necessary, the restatement process
could lead to other adjustments that would normally be booked to
goodwill.  The increase in the deferral account balance of $80
million is not material to the balance sheet of the Company and
when finally resolved will be reflected in an adjustment to the
Company's goodwill that occurs as of the merger with National
Grid.

Niagara Mohawk Power's September 30, 2002, balance sheet
reported a working capital deficit at about $748 million.


NOVATEL WIRELESS: Fails to Meet Nasdaq Min. Equity Requirement
--------------------------------------------------------------
Novatel Wireless, Inc. (Nasdaq:NVTL), a leading provider of
wireless data communications access solutions, has received a
Nasdaq Staff Determination Letter regarding the qualification
for listing of its common stock on The Nasdaq National Market.

The Staff Determination Letter indicates that the Company
satisfies the National Market's listing standard regarding
minimum bid price, but does not currently comply with the
minimum stockholder's equity requirement of $10,000,000, as set
forth in Marketplace Rule 4450(a)(3) and therefore is still
potentially subject to delisting. At the end of third quarter of
2002, Novatel Wireless' stockholder equity was $11,754,000.

The Nasdaq Stock Market Staff invited Novatel Wireless to make a
written submission to the Nasdaq Listing Qualifications Panel to
address the issue and this submission has been made. Pending the
results of the Nasdaq Listing Qualifications Panel's review of
this submission, Novatel Wireless' common stock remains under
the review of the listing panel and is potentially subject to
delisting from The Nasdaq National Market. However, Novatel
Wireless continues to currently meet all the listing
requirements to list on The Nasdaq SmallCap Market and could
consider transferring shares of its common stock to The Nasdaq
SmallCap Market.

Novatel Wireless, Inc., is a leading provider of wireless data
modems and software for use with handheld computing devices and
portable personal computers. The Company delivers innovative and
comprehensive solutions that enable businesses and consumers to
access personal, corporate and public information through email,
enterprise networks and the Internet. Novatel Wireless also
offers wireless data modems and custom engineering services for
hardware integration projects in a wide range of vertical
applications. The Novatel Wireless product portfolio includes
the Minstrel(R) Family of Wireless Handheld Modems, Merlin(TM)
Family of Wireless PC Card Modems, Sage(R) Wireless Serial
Modems, Lancer 3W(TM) Family of Ruggedized Modems and
Expedite(TM) Family of Wireless Embedded Modems. Headquartered
in San Diego, California, Novatel Wireless is listed on the
Nasdaq Stock Market (Nasdaq: NVTL). For more information, please
visit the Novatel Wireless Web site at
http://www.novatelwireless.com

                         *     *     *

            Liquidity and Going Concern Uncertainty

In its SEC Form 10-Q filed on November 14, 2002, the Company
reported:

"We believe that our available cash reserves, which includes
proceeds from our common stock financing in September 2002,
together with our operating cash flows and available borrowings
under our revolving line of credit, which we are in the process
of renewing with our bank will be sufficient to fund operations
and to meet our working capital needs and anticipated capital
expenditures through the end of the first quarter of 2003.
However, there can be no assurance that we will become
profitable or generate positive cash flows. If we fail to
significantly increase revenues and reduce costs, we will
continue to experience losses and negative cash flows from
operations. Consequently, we may be required to seek additional
financing in the future. If we are unable to obtain additional
financing, we may not be able to continue as a going concern.

"Since our inception, we have funded our operations primarily
through sales of our equity securities and the issuance of the
Series A Redeemable Convertible Preferred Stock which is
classified as subordinated debt in our financial statements, and
to a lesser extent, capital lease arrangements and borrowings
under our line of credit. To date, gross proceeds from these
transactions have totaled approximately $179.3 million,
including gross proceeds from our initial public offering in
November 2000 of $56 million, gross proceeds from the exercise
of the underwriters over-allotment option in December 2000 of
$8.2 million, gross proceeds from the Series A Redeemable and
Convertible Preferred Stock financing in December 2001 of
approximately $27.2 million and gross proceeds from the common
stock issuance in September 2002 of approximately $2.8 million.
At September 30, 2002, we had approximately $6.6 million in cash
and cash equivalents.

"We are party to a credit facility with Silicon Valley Bank,
Commercial Finance Division, which allows the Company to borrow
up to the lesser of $5 million at any one time outstanding or
80% of eligible accounts receivable balances. This credit
facility bears interest at prime plus 2% (6.75% at September 30,
2002), is secured by substantially all of the assets of the
Company and expires on November 29, 2002. As of September 30,
2002, $700,000 of borrowings were outstanding under this
facility. We are currently in the process of renewing our line
of credit facility, the outcome of which could result in amended
terms and/or financial covenants.

"We currently anticipate the current working capital, including
budgeted cash flow and available borrowings under our credit
facility, will be sufficient to meet our working capital
requirements and anticipated capital expenditures through the
end of the first quarter of 2003. If the we continue to
experience negative cash flow, we may be required to raise
additional funds through the private or public sale of
additional debt or equity securities or through commercial bank
borrowings to fund our working capital requirements and
anticipated capital expenditures. Our ability to obtain
additional capital will depend on financial market conditions,
investor expectations for the wireless technology industry, the
national economy and other factors outside our control. There
can be no assurance that such additional financing will be
available on acceptable terms, or at all. If needed, the failure
to secure additional financing would have a material adverse
effect on our business, financial condition and operating
results and may impair our ability to continue our operations at
their current level."


NOVEX SYSTEMS: Accountants Radin Glass Air Going Concern Doubts
---------------------------------------------------------------
Novex Systems International, Inc., is a corporation formed under
the laws of New York. Until May 11, 1999, Novex was known as
Stratford Acquisition Corp. and had been a corporation organized
under the laws of Minnesota. Effective May 11, 1999, Stratford
merged into its wholly-owned subsidiary, Novex Systems
International, Inc., a newly-formed New York corporation, which
was the surviving corporation. The purpose of the merger was to
"redomesticate" the company from the state of Minnesota where it
had virtually no business activity, to the State of New York
where the company had its corporate headquarters. Furthermore,
it was management's belief that New York has a more developed
body of laws governing public companies than does Minnesota. For
this reason, the new entity, Novex, was incorporated in the
State of New York, and the Minnesota company, Stratford, was
merged into Novex. As a result, the Minnesota company
essentially dissolved into and became a part of the surviving
entity, Novex.

Novex also has a wholly-owned operating subsidiary, Novex
Systems International, Ltd. (formerly known as Novacrete
Technology (Canada) Inc.), which is a company registered under
the laws of the Province of Ontario, Canada. The operations of
Novex Canada were discontinued in October 2001 and the entity is
now dormant.

While net sales for the year ending May 31, 2002 was $1,866,914,
net sales for the same period ended May 31, 2001, were $2,007
705. The decrease in sales was attributable principally to the
Company's inability to ship orders on a more timely basis due to
cash constraints and the overall slowness of the economy. On May
31, 2002, Novex had approximately $80,000 in back orders that
needed to be shipped.

Novex achieved a gross margin of 36% for the year ending May 31,
2002. The increase in gross margin during this period was
attributable primarily to the discontinuation of certain lower
margin products and some products that were associated with
Novex' Canadian operation. Any further change in the gross
margin will result directly from changes in product sales mix
and sales volume.

For the year ending May 31, 2002, the Company generated a loss
from operations of $661,088. Included in this loss are non-
recurring expenses of $20,275 that were paid to an investor
relations group, $72,000 of royalty payments to the former Sta-
Dri shareholders and $24,057 in sales commissions to former
manufacturer's representatives that were terminated when the
company entered into a marketing alliance with U.S. Anchor Corp.
Also, in this period, the Company incurred non-cash charges for
depreciation and amortization of $137,588. The aggregate of the
non-recurring expenses and the non-cash expenses was $253,920.

In addition, on account of Novex having been in a default
position on its term loan with Dime Commercial Corp., raised its
rate of interest during the entire fiscal year through May 31,
2002 which was approximately 2% over the referenced rate set
forth in the loan agreements. Debt-related finance charges for
the fiscal period 2002 were $347,266 and the Company had to
issue 137,879 shares of the same class of preferred stock that
is outstanding to the existing holders of the Company's
preferred stock. The total of these finance-related charges
equals $476,362.

As of May 31, 2002, the Company had $710,608 in current assets,
which consisted principally of accounts receivable of $386,218
and inventory of $156,284. The Company's net property, plant and
equipment totaled $1,231,399 and goodwill of $628,784, which is
attributable to the two acquisitions that the Company completed
in 1999 and 2000.

As of May 31, 2002, the Company had $3,665,360 in current
liabilities, wich includes a bridge loan of $1,011,000 from an
investment group that is also a shareholder and is represented
on the Company's Board of Directors, a $704,000 term loan and a
revolving line of credit of $572,310 with Dime Commercial Corp.
that matured on August 13, 2002, but was called prematurely by
the lender and has resulted in two separate lawsuits. It had
accounts payable of $381,360, accrued expenses of $306,206 which
includes accrued interest of $151,814.

On October 10, 2002, the auditing firm of Radin, Glass & Co.,
LLP, of New York, the Certified Public Accounting firm for Novex
issued an Auditors Report in which they said, among other
statements: "The Company has suffered from recurring losses from
operations, including a net loss of $965,481 for the year ended
May 31, 2002, and has a negative working capital and shareholder
deficiency as of May 31, 2002. These factors raise substantial
doubt the Company's ability to continue as a going concern."


OAKWOOD HOMES: S&P Downgrades Class B-2 Rating to D
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
corporate guaranteed B-2 classes of four Oakwood Homes Corp.
(Oakwood)-related manufactured housing transactions to 'D'.
Concurrently, the ratings on various classes of 1994 and 2002
vintage Oakwood-related transactions are placed on CreditWatch
with negative implications. In addition, the ratings on various
other Oakwood-related transactions issued between 1995 and 2001,
inclusively, remain on CreditWatch with negative implications,
where they were placed on October 28, 2002.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest payments and the ultimate repayment of
their original principal investment. As reported in the November
2002 distribution reports, the subordinate B-2
certificateholders of Oakwood Mortgage Investors Inc.'s series
1997-A, 1997-B, 1997-C, and 1998-B experienced interest
shortfalls totaling $76,612.87. These interest shortfalls
represent rating defaults on the basis that these transactions
failed to pay timely interest to certificateholders.
Additionally, Standard & Poor's believes that B-2 interest
shortfalls will continue to be prevalent in the future for the
aforementioned transactions, given the failure of Oakwood (class
B-2 guarantor) to make payments as required under the corporate
guarantees, the adverse performance trends displayed by the
underlying pools of manufactured housing retail installment
contracts that secure the affected classes, and the location of
B-2 interest at the bottom of the transaction payment priorities
(after distributions of senior principal). Furthermore, as a
result of the high level of losses experienced by the underlying
collateral pools, all subordinated certificates have been
written down significantly.

In line with Oakwood's intention to file for Chapter 11
bankruptcy protection, on the November 2002 payment date,
Oakwood Acceptance Corp. LLC, in its capacity as servicer, did
not advance for delinquent payments and recovered all
outstanding advances made in previous periods across all of its
manufactured housing transactions. Consequently, in many cases,
the funds available for distribution were depleted or
insufficient to make full payments of interest to
certificateholders located throughout the capital structure,
including the senior classes of some deals. Although Oakwood's
recovery of its previous advances created a one-time liquidity
shortfall on the November 2002 payment date, given the senior
priority afforded the rated certificates (except for the B-2
classes described above) in terms of interest distributions,
Standard & Poor's expects that payments received during the
November 2002 collection period will be sufficient to pay the
full coupon due to investors on the December 2002 payment date
in addition to covering any November 2002 payment date interest
shortfalls (and accrued interest).

The CreditWatch placements reflect Standard & Poor's concern
regarding the impact that Oakwood's bankruptcy will have on
servicing and, ultimately, transaction performance.
Historically, when a seller/servicer has exited the manufactured
housing originations business or declares bankruptcy, it has
negatively impacted the seller/servicer's dealer relationships
and, consequently, its ability to liquidate repossession
inventory at maximum recovery rates, increasing loss severity.
However, since Oakwood has been transitioning from a retail
liquidation strategy to a wholesale liquidation strategy during
the past 18 months, the impact of Oakwood's recent bankruptcy on
transaction loss severity should be somewhat muted as many
transactions have already displayed higher loss severity. Prior
to declaring bankruptcy, approximately 60% of Oakwood's
liquidations were through wholesale channels.

Oakwood filed for Chapter 11 bankruptcy protection on Nov. 15,
2002 and has indicated that it has reached an agreement in
principle with Berkshire Hathaway Inc., its largest senior
unsecured creditor, to restructure its balance sheet. The
proposed plan calls for the conversion of the company's $303
million of senior unsecured debt and its $275 million of
corporate guarantee obligations on the subordinated bonds into
100% of the company's post-restructuring equity stake.

As part of its restructuring, Oakwood closed five manufacturing
plants and its loan origination operations in Texas on Nov. 14,
2002. Oakwood also intends to close approximately 75 retail
locations, primarily located in Tennessee and Texas.

Oakwood is in the process of petitioning the bankruptcy court to
allow Oakwood Acceptance to assign its servicing rights to a new
affiliate. That new affiliate would then sign a subservicing
agreement with Oakwood Acceptance. By doing this, the servicing
fee would move to a more senior position (currently subordinate)
in the monthly transaction payment priority defined for each
deal. Additionally, according to Oakwood, the servicing fee may
increase to as much as 150 basis points per annum for some
transactions originated after 1999.

Oakwood announced on November 23, 2002 that it has reached an
agreement in principle with Berkshire Hathaway Inc., Greenwich
Capital Financial Products Inc., and Ranch Capital LLC to
provide debtor in possession (DIP) financing while it completes
its reorganization. The $215 million DIP facility, for which it
expects to receive final court approval in mid-December,
includes a $140 million line to be used for general corporate
liquidity needs and a $75 million loan servicing advance line.
Oakwood also has interim financing of up to $25 million until
the proposed agreement receives final court approval. This
facility will replace Oakwood's existing $65 million revolving
credit facility and its $50 million loan servicing advance
facility, thus providing the company with an additional $100
million in liquidity. Oakwood also announced that it has reached
an agreement in principle for continued access to its existing
$200 million loan purchase facility, which will allow its
finance company to originate loans as usual. Amendments to the
loan purchase facility permitting continued access have been
executed and the facility is available to Oakwood.

On October 28, 2002, the ratings on all classes of Oakwood-
related manufactured housing transactions issued between 1995
and 2001 were placed on CreditWatch with negative implications
based on the worse-than-expected performance of the underlying
pools of manufactured housing contracts resulting from Oakwood's
discontinuation of its loan assumption program and its shift to
a wholesale liquidation strategy from a retail liquidation
strategy. Standard & Poor's downgraded Oakwood to 'D' on Nov.
18, 2002.

Standard & Poor's will continue to monitor the aforementioned
transactions closely and complete a detailed review of the
credit performance of these transactions relative to the
remaining credit support in order to determine if any further
rating actions are necessary.

                       RATINGS LOWERED

               Oakwood Mortgage Investors Inc.
            Subordinate pass-through certificates

                              Rating
     Series      Class     To          From
     1997-A      B-2       D           B-
     1997-B      B-2       D           B-
     1997-C      B-2       D           B-
     1998-B      B-2       D           B-

    RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS

          Oakwood Mortgage Investors Inc. Series 1994-A

                              Rating
               Class    To              From
               A-2      AAA/Watch Neg   AAA
               A-3      AA/Watch Neg    AA

                         OMI Trust 2002-A

                              Rating
               Class    To              From
               A-1      AAA/Watch Neg   AAA
               A-2      AAA/Watch Neg   AAA
               A-3      AAA/Watch Neg   AAA
               A-4      AAA/Watch Neg   AAA
               A-IO     AAA/Watch Neg   AAA
               M-1      AA/Watch Neg    AA
               M-2      A/Watch Neg     A
               B-1      BBB/Watch Neg   BBB

                         OMI Trust 2002-B

                              Rating
               Class    To              From
               A-1      AAA/Watch Neg   AAA
               A-2      AAA/Watch Neg   AAA
               A-3      AAA/Watch Neg   AAA
               A-4      AAA/Watch Neg   AAA
               A-IO     AAA/Watch Neg   AAA
               M-1      AA/Watch Neg    AA
               M-2      A/Watch Neg     A
               B-1      BBB/Watch Neg   BBB

                         OMI Trust 2002-C

                              Rating
               Class    To              From
               A-1      AAA/Watch Neg   AAA
               A-IO     AAA/Watch Neg   AAA
               M-1      AA/Watch Neg    AA
               M-2      A/Watch Neg     A
               B-1      BBB/Watch Neg   BBB

             RATINGS REMAIN ON CREDITWATCH NEGATIVE

          Oakwood Mortgage Investors Inc. Series 1995-A

               Class    Rating
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               B-1      A-/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1995-B

               Class    Rating
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               B-1      BBB/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1996-A

               Class    Rating
               A-3      AAA/Watch Neg
               A-4      AA+/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1996-B

               Class    Rating
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               A-6      AA/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1996-C

               Class    Rating
               A-5      AAA/Watch Neg
               A-6      AA+/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1997-A

               Class    Rating
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               A-6      AA/Watch Neg
               B-1      BBB/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1997-B

               Class    Rating
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               M-1      AA/Watch Neg
               B-1      BBB/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1997-C

               Class    Rating
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               A-6      AAA/Watch Neg
               M-1      AA/Watch Neg
               B-1      BBB/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1998-A

               Class    Rating
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               M-1      AA/Watch Neg
               B-1      BBB/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1998-B

               Class    Rating
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

          Oakwood Mortgage Investors Inc. Series 1998-D

               Class    Rating
               A        AAA/Watch Neg
               A-1ARM   AAA/Watch Neg

                    OMI Trust 1999-C

               Class    Rating
               A-2      AAA/Watch Neg
               M-1      AA-/Watch Neg
               M-2      BBB+/Watch Neg
               B-1      BB+/Watch Neg

                    OMI Trust 1999-D

               Class    Rating
               A-1      AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 1999-E

               Class    Rating
               A-1      AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg

                    OMI Trust 2000-A

               Class    Rating
               A-2      AAA/Watch Neg
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               A-5      AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 2000-B

               Class    Rating
               A-1      AAA/Watch Neg
               M-1      AA/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 2000-C

               Class    Rating
               A-1      AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 2000-D

               Class    Rating
               A-1      AAA/Watch Neg
               A-2      AAA/Watch Neg
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 2001-C

               Class    Rating
               A-1      AAA/Watch Neg
               A-2      AAA/Watch Neg
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               A-IO     AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 2001-D

               Class    Rating
               A-1      AAA/Watch Neg
               A-2      AAA/Watch Neg
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               A-IO     AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg

                    OMI Trust 2001-E

               Class    Rating
               A-1      AAA/Watch Neg
               A-2      AAA/Watch Neg
               A-3      AAA/Watch Neg
               A-4      AAA/Watch Neg
               A-IO     AAA/Watch Neg
               M-1      AA/Watch Neg
               M-2      A/Watch Neg
               B-1      BBB/Watch Neg


OCEAN POWER: Hires Halperin & Associates as Bankruptcy Counsel
--------------------------------------------------------------
Ocean Power Corporation wants to retain Halperin & Associates as
its bankruptcy counsel to prosecute its chapter 11
restructuring.  The Debtor tells the U.S. Bankruptcy Court for
the Southern District of New York that it selected Halperin &
Associates because of the Firm's considerable experience in
reorganization and insolvency proceedings of this nature.

As Counsel to the Debtors, Halperin & Associates will:

  a. advise the Debtor with respect to its powers and duties as
     a debtor-in-possession in the continued operation of its
     business and the management of its property;

  b. assist the Debtor to emerge from the chapter 11 case;

  c. assist the Debtor in confirming a plan of reorganization in
     this case;

  d. prepare, on behalf of the Debtor, necessary applications,
     answers, orders, reports and other motions, complaints,
     pleadings and documents;

  e. appear before the Bankruptcy Judge and the United States
     Trustee and to represent the interests of the Debtor before
     said Bankruptcy Judge and the United States Trustee; and

  f. perform any and all other legal services for the Debtor
     that may be necessary and appropriate herein;

Alan D. Halperin, Esq., submits that he, his partners and his
Firm are "disinterested" as that term is used in 11 U.S.C. Sec.
101(14).

Halperin & Associates will charge the Debtor for services at its
regular hourly rates:

          attorneys             $275 to $135 per hour
          law clerks            $100 per hour
          paraprofessionals     $75 to $60 per hour

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


PCNET INT'L: Creditors Unanimously Approve Plan of Arrangement
--------------------------------------------------------------
PCNET International Inc. (TSX-V: PCT) announced that all classes
of its creditors have voted 100% in favor of accepting its
proposed Plan of Arrangement and Compromise.  The implementation
of the plan is subject to court review and approval which is
scheduled for December 13, 2002.

"PCNET would like to thank its key stakeholders; subscribers,
creditors and employees for their outstanding support through
the CCAA process to date.  PCNET is looking forward to an
expedient conclusion of the remaining CCAA process". says Brad
Williams, President and CFO.

Peter Casson, PCNET's CEO adds, "Our successful conclusion to
the CCAA process will position us to effectively and
aggressively continue with the implementation of our strategic
business plan. This is a very exciting time for PCNET".

PCNET International Inc. (TSX-V: PCT) is a leading Internet
Access Provider with its head office in Victoria British
Columbia.  Since its inception in 1995, PCNET has grown to be
one of Western Canada's largest ISPs.  PCNET provides a full
range of retail and wholesale Internet services including dial-
up and high speed Internet access, website hosting, server co-
location and computer hardware sales.


PENTON MEDIA: NYSE Accepts Plan to Meet Listing Requirements
------------------------------------------------------------
Penton Media, Inc., (NYSE:PME) announced that the New York Stock
Exchange has accepted the Company's proposed business plan for
returning to compliance with all of the NYSE's continued listing
standards.

The standards include: a $1.00 share price and a $1.00 average
share price over a consecutive 30-trading-day period; an average
market capitalization of not less than $50 million over a 30-
trading-day period; and stockholders' equity of not less than
$50 million.

With the acceptance of the plan, Penton will continue to be
listed on the NYSE, subject to quarterly monitoring by the NYSE
for progress against the Company's goals as outlined in the
plan. Failure to achieve the plan's financial and operational
goals will result in the Company being subject to NYSE trading
suspension and delisting.

Penton Media is a leading, global business-to-business media
company that produces market-focused magazines, trade shows and
conferences, and a broad offering of online media products.
Penton's integrated media portfolio serves the following
industries: Internet/broadband; information technology;
electronics; natural products; food/retail; manufacturing;
design/engineering; supply chain; aviation;
government/compliance; mechanical systems/construction; and
leisure/hospitality.

                      *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's revised its outlook on business-to-business media company
Penton Media Inc., to negative from developing due to additional
concerns about the company's profitability in light of continued
revenue declines and the operating difficulties of key end
markets. Standard & Poor's also affirmed its existing ratings on
Penton, including its single-B-minus corporate credit rating.

                        Outlook

Ratings could be lowered if Penton fails to maintain adequate
liquidity to fund its operations during this difficult operating
environment.

Ratings List:                            To:             From:

Penton Media Inc.

* Corporate credit rating          B-/Negative/--      B-/Dev/--
* Senior secured debt rating              B-
* Subordinated debt rating               CCC


PUTNAM: Fitch Places Fixed Rate Note Ratings on Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed Putnam CBO II on Rating Watch Negative.
The transaction is backed by a portfolio of high yield bonds.
Fitch has taken the action after reviewing the performance of
the transaction. Increased level of defaults and deteriorating
credit quality have increased the credit risk of this
transaction to the point the risk may no longer be consistent
with the ratings.

The following classes have been placed on Rating Watch Negative:

               Putnam CBO II, Ltd.

     --senior secured fixed-rate notes 'AA';

     --second priority senior secured fixed-rate notes 'CC'.


SAFETY-KLEEN CORP: Plans to Line-Up $250 Million Exit Financing
---------------------------------------------------------------
Amounts due under the DIP Facility must be repaid on the earlier
of March 31, 2003, or the effective date of the Plan.  Safety-
Kleen Corp., and its debtor-affiliates tell creditors in the
disclosure statement explaining their proposed plan of
reorganization that they intend to finalize the material terms
of a new revolving credit facility before the Confirmation Date.

The Reorganized Debtors expect to sign a new $250,000,000 Exit
Facility, with a $125,000,000 sublimit for letters of credit.
The proceeds from the Exit Facility will be used to repay the
DIP Facility, make other required payments under the Plan, and
conduct their post-reorganization operations.  This Exit
Facility will be secured by a first lien on substantially all of
the assets of the Reorganized Debtors.  The Debtors will use
availability under this Exit Facility to provide for the release
of the Lenders' obligations on prepetition letters of credit
outstanding as of the Effective Date, with the exception of
letters of credit posted in favor of Frontier Insurance Company,
for which the Debtors will use their reasonable, best efforts to
cause their release. (Safety-Kleen Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAKS INC: Reports 7% Comparable Store Sales Decline in November
---------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) announced that comparable
store sales for the four weeks ended November 30, 2002 compared
to the four weeks ended December 1, 2001 decreased 7.0% on a
total company basis. By segment, comparable store sales
decreased 8.1% for SDSG and decreased 5.1% for SFAE for the
month.

November 2002 comparable store sales were negatively affected by
a shift in the retail-reporting calendar, with only two post-
Thanksgiving shopping days included in the month of November
2002, compared to nine post-Thanksgiving days in November 2001.
Both SDSG and SFAE had significantly lower levels of clearance
inventory than one year ago. At SFAE, the "Act I" designer sale
event was repositioned from November last year into December
this year due to substantially reduced levels of clearance
merchandise.

Sales for the first three weeks of the month were below plan.
However, sales momentum built in the final week of the month
with the company generating a comparable store sales increase of
mid-single digits in the fourth week.

In November 2001, comparable store sales increased 3.5% for
SDSG, 1.8% for SFAE, and 2.9% on a total company basis.

Merchandise categories with the best sales performances for SDSG
in November were decorative and soft home, accessories,
outerwear, and women's better and special size sportswear.
Categories with softer sales performances for SDSG in November
were junior's apparel, men's sportswear and furnishings,
intimate apparel, and hard home. Categories with the best sales
performances for SFAE in November were men's dress furnishings,
jewelry, accessories, cosmetics, handbags, "gold range" women's
apparel, and European designer collections. Categories with the
softest sales performances for SFAE in November were women's
designer, bridge, and contemporary sportswear; American designer
collections; men's sportswear; and women's petite apparel.

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 61 Saks Fifth Avenue stores and 52 Saks Off
5th stores. The Company also operates its Saks Department Store
Group (SDSG) with 245 department stores under the names of
Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson
Pirie Scott, Bergner's, and Boston Store.

                          *    *    *

As reported in Troubled Company Reporter's July 30, 2002
edition, Fitch Ratings affirmed its 'BB+' rating of Saks
Incorporated's $700 million bank facility and its 'BB-' rating
of the company's senior notes. Approximately $1.2 billion of
senior notes are affected by the action, which follows Saks'
announcement that it has agreed to sell its credit card
receivables to Household International. The Rating Outlook
remains Negative.

The ratings reflect Saks' solid position within its markets
balanced against its weak operating results and high financial
leverage. Saks' operations have been pressured by soft apparel
sales and growing competition from specialty and discount
retailers.


SANMINA-SCI CORP: S&P Downgrades Corporate Credit Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sanmina-SCI Corp to 'BB-' from 'BB' and its
subordinated note ratings to 'B' from 'B+'. At the same time,
Standard & Poor's assigned a 'BB' bank loan rating to the
proposed $250 million senior secured credit facility due 2007,
and a 'BB-' rating to the proposed $450 million of senior
secured notes due 2009. The previous senior secured bank loan
rating is withdrawn. The ratings outlook is stable. Total debt
is $2.1 billion.

The rating action is based on weak credit measures for the
rating and the likelihood that profitability will remain
depressed over the intermediate term, largely due to sluggish
demand in major end markets.

San Jose, California-based Sanmina-SCI is a leading provider of
electronic manufacturing services for the computing,
telecommunications and data communications industries.

Proceeds from the debt issue and term loan will be used to repay
debt under its existing credit facility, repay the outstanding
balance under its receivables securitization facility, refinance
or restructure its other debt, and fund further expansion of its
business and working capital. "We recognize that the transaction
offers the benefits of enhanced liquidity and extension of near-
to intermediate-term debt maturities," said Standard & Poor's
credit analyst Andrew Watt.

The most recent restructuring actions are expected to improve
capacity utilization while reducing operating costs by about
$200 million annually. These actions as well as potential new
business should improve operating performance in 2003


SEVEN SEAS PETROLEUM: Has Until Today to Cure Potential Default
---------------------------------------------------------------
Seven Seas Petroleum Inc., (Amex: SEV) said that in connection
with its continuing efforts to sell its producing properties in
Colombia, the Company has obtained an extension of time to cure
a potential default under its Note Purchase and Loan Agreement
with Chesapeake Energy Corporation until the close of business
today, December 9, 2002.  This extension applies to the
Company's previously announced failure to make the $6,875,000
semiannual interest payment on its 12.5% $110 Million Senior
Subordinated Notes due November 15, 2002.

Seven Seas Petroleum Inc., is an independent oil and gas
exploration and production company operating in Colombia, South
America.

Seven Seas Petroleum Inc.'s 12.500% bonds due 2005 (SEV05USR1),
DebtTraders reports, are trading between 42 and 45 cents-on-the-
dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SEV05USR1for
real-time bond pricing.


SIMULA: Kennedy Capital Management Discloses 10.6% Equity Stake
---------------------------------------------------------------
Kennedy Capital Management, Inc., a Missouri corporation,
beneficially owns 1,375,300 shares of the common stock of Simula
Inc., representing 10.6% of the outstanding common stock shares
of the Company.  Kennedy Capital has sole powers to vote and/or
dispose of the shares so held.

As of September 30, 2002, Simula Inc.'s total shareholders
equity deficit of about $2.7 million.


SLOAN'S AUCTION: Files Chapter 11 Petition in Greenbelt, Md.
------------------------------------------------------------
Sloan's Auction Galleries Ltd. filed for protection from
creditors under chapter 11 of the U.S. Bankruptcy Code.  The
153-year-old auction house estimates it has $500,000 to $1
million in assets and owes consignors and other creditors
between $1 million and $10 million.

"This is absolutely not the death of Sloan's," Colin R. Clarke,
acting president of Sloan's, who was named to the post two weeks
ago, told Dana Hedgpeth at the Washington Post.  "This gives us
the time to try to raise additional capital."  The company is
hopeful it'll find an outside equity investor or merger partner.

Sloan's chapter 11 case, number 02-23901, pends before the U.S.
Bankruptcy Court for the District of Maryland in Greenbelt and
was assigned to Judge Duncan W. Kier.  Bradford F. Englander,
Esq., at Linowes and Blocher LLP in Silver Springs, Maryland,
serves as the Company's bankruptcy counsel.

In its first day pleadings, the company asks for Court approval
of post-petition cash management procedures, continuing
authority to honor credit card agreements, and permission to
retain and employ Maryland First Financial Services Corporation
as its Financial Advisor and Escrow and Disbursement Agent.
These requests come before Judge Kier on Dec. 9 at 10:00 a.m.


SOLECTRON: Will Announce First Quarter 2003 Results on Dec. 19
--------------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
will announce its first quarter fiscal 2003 earnings at 1:30
p.m. PT/4:30 p.m. ET on Dec. 19.  You are invited to listen to
the company's regularly scheduled conference call live on the
Internet at 2:00 p.m. PT/5:00 p.m. ET.

The news release and market-specific information about the
company's earnings will be posted by 2:00 p.m. PT/5:00 p.m. ET
on the company's Web site at http://www.solectron.com/investor

    What:      Solectron Corporation Q1 Fiscal 2003 Earnings
               Conference Call and Webcast

    When:      Thursday, Dec. 19 - 2:00 p.m. PT/5:00 p.m. ET

    Web address:

   http://www.firstcallevents.com/service/ajwz370607993gf12.html

    How:       If you choose to listen live over the Internet,
               log on to the Web at the address above.  You may
               register for the call on this Web site anytime
               prior to Thursday, Dec. 19 -- 2:00 p.m. PT/5:00
               p.m. ET.

    Playback:  If you are unable to participate during the live
               Webcast, the call will be archived at
               http://www.solectron.com/investor

A taped replay will also be available Dec. 19, one hour after
the conclusion of the call, through Jan. 2, 2003.  To access the
replay, call 800-642-1687 from within the United States, or 706-
645-9291 from outside the United States, and specify password
"6760528".

Solectron -- http://www.solectron.com-- provides a full range
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and
introduction services, materials management, high-tech product
manufacturing, and product repair and end-of-life support
services. Solectron, the first two-time winner of the Malcolm
Baldrige National Quality Award, has a full range of industry-
leading supply-chain services on five continents. Its
headquarters are in Milpitas, California.

                        *    *    *

As reported in Troubled Company Reporter's March 27, 2002
edition, Fitch Ratings lowered Solectron Corporation's ratings
as follows: senior bank credit facility from 'BBB-' to 'BB',
senior unsecured debt from 'BBB-' to 'BB', and the Adjustable
Conversion Rate Equity Security Units from 'BB+' to 'B+'. The
Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.


SOLUTIA: Fitch Affirms Sr. Sec. Facility & Note Ratings at BB-/B
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Solutia Inc. Fitch
currently rates Solutia's senior secured bank facility at 'BB-'
and senior secured notes at 'B'. The Rating Outlook is Negative.
Solutia has recently announced that it has signed a definitive
agreement to sell its resins, additives and adhesives business
to UCB S.A. for $500 million. Although the application of net
sale proceeds toward debt reduction could be significant,
Solutia would be loosing a solid EBITDA-contributing business
and interest coverage may only be mildly affected. In addition,
the company still faces challenging industry conditions and the
unknown impact of the final resolution to ongoing
polychlorinated biphenyl-related litigation.

Solutia is a specialty chemical company with $2.8 billion in
sales in 2001. This diverse company produces films, resins, and
nylon plastics and fibers for domestic and international
markets. Some of Solutia's products are name brands, such as
Saflex plastic interlayer for windows and Wear-Dated carpet
fibers. End-use markets for Solutia's products include
construction and home furnishings, automotive,
aviation/transportation, electronics, and pharmaceuticals.


SPECTRASITE HOLDINGS: Files Plan & Disclosure Statement in N.C.
---------------------------------------------------------------
SpectraSite Holdings, Inc., filed its Chapter 11 Plan of
Reorganization and a Disclosure Statement providing a
comprehensive explanation of the plan with the U.S. Bankruptcy
Court for the Eastern District of North Carolina.  Full-text
copies of the Plan and the Disclosure Statement are available
for a fee at:

  http://www.researcharchives.com/bin/download?id=021204032727

                            and

  http://www.researcharchives.com/bin/download?id=021204031637

Prior to the commencement of the Chapter 11 Case, an informal
committee of certain major holders of the Debtor's Senior Notes
was organized.  The members of the Prepetition Noteholders
Committee held approximately 66% of the outstanding principal
amount of the Senior Note Claims.  The Debtor relates that it
has extensive negotiation with the Committee and its
professional advisors.  This Plan was proposed in cooperation
with the Prepetition Noteholders Committee, the Debtor submits.
The Debtor further assures the Court that the Prepetition
Noteholders Committee and its professional advisors unanimously
approve the Plan and have advised that all of its members intend
to vote in favor of the Plan.

To achieve what the Debtor believes is the highest value for
holders of Claims and Equity Interests, the Plan contemplates:

  1) the payment in full, or otherwise unimpaired treatment of

     (a) Priority Tax Claims,

     (b) Other Priority Claims,

     (c) Senior Secured Guaranty Claims,

     (d) Other Secured Claims and

     (e) Other Guaranty Claims;

  2) Cash payment to holders of Allowed Unsecured Claims of less
     than $25,000 or to those holders of claims who elect to
     reduce their Claims to $25,000;

  3) the Pro Rata distribution of $23,750,000 shares of New
     Common stock to holders of Allowed General Unsecured Claims
     of more than $25,000;

  4) the Pro Rata distribution of 100% of the New Warrants to
     acquire up to 1,250,000 shares of the New Common Stock to
     holders of Old Common Stock;

  5) no distribution to holders of Subordinated Security Claims;
     and

  6) the cancellation of Other Equity Interests in the Debtor.

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


STELCO INC: Consolidates Nanticoke & Hamilton Operations
--------------------------------------------------------
Stelco Inc. announces a restructuring of its two integrated
steel operations located in Hamilton, Ontario, and Nanticoke,
Ontario, into one business named Stelco Integrated Steel
Business. It will consist of Stelco's two integrated steel
plants, Stelco Hamilton, and Stelco Lake Erie. Stelco's
Integrated Steel Business will be led by M. R. (Marcel)
Francoeur, Senior Vice President - Operations, Stelco Inc., and
W. G. (Bill) Missen, Senior Vice President - Commercial, Stelco
Inc. These gentlemen will report to J. C. (Jim) Alfano,
President and Chief Executive Officer, Stelco Inc.

Mr. Alfano stated, "This restructuring of Stelco's Integrated
Steel Business is facilitated by the excellent progress we have
made in executing our strategic plan over the past six years.
Over $900 million has been invested in new technology and
facility upgrades at the two integrated steel plants, resulting
in significant improvements in productivity, quality, and cost
reduction. Stelco Lake Erie's steelmaking capacity has been
expanded by 34 percent and hot strip rolling by 60 percent.
Stelco Hamilton's operations have been modernized and
streamlined, reducing cost and enhancing our value-added
products capability. We have strengthened our position as a
leading North American integrated steel business.

"Going forward, our focus will be on continued performance
improvement of our Integrated Steel Business to drive improved
financial results and grow our business. This can best be
accomplished by running one integrated steel business and
deriving the maximum operational synergy from the two
facilities.

"The restructuring of Stelco Inc.'s Integrated Steel Business
will support our key objectives of improved quality and service
to our customers, increased returns to our shareholders, and
enhanced opportunities for our employees to grow and develop."

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2001 were $2.6 billion.

                         *   *   *

As reported in the Troubled Company Reporter's January 15, 2002
edition, Standard & Poor's assigned its single-'B' subordinated
debt rating to Stelco Inc.'s CDN$90 million convertible
subordinated debt issue due February 1, 2007. At the same time,
Standard & Poor's assigned its preliminary double-'B'-minus
senior unsecured debt rating and preliminary single-'B'
subordinated debt rating to the company's CDN$300 million shelf.

In addition, the ratings outstanding on the company, including
the double-'B'-minus corporate credit rating, were affirmed. The
outlook is negative.

The ratings on Stelco reflect a weakened financial profile due
to the effect of the ongoing economic downturn and the
prevailing difficult steel industry conditions on its financial
results, offset by the company's fair business position.


US AIRWAYS: Wachovia Demands Payment for Administrative Expenses
----------------------------------------------------------------
Wachovia Bank, N.A., formerly known as First Union National
Bank, seeks allowance and payment of administrative expenses in
the Chapter 11 cases US Airways Group Inc., and its debtor-
affiliates, pursuant to Section 503(a) and (b) of the Bankruptcy
Code.

Wachovia is a national bank headquartered in Charlotte, North
Carolina.  The Debtors are the lessees of Aircraft and Engines
under 42 leases assigned to Wachovia in its capacity as
indenture trustee or equipment trust trustee under 42
corresponding Equipment Trust Agreements.  Wachovia also has a
security interest in the Wachovia Aircraft and Engines.

Peter A. Ivanick, Esq., at LeBoeuf, Lamb, Greene & MacRae,
reminds Judge Mitchell that the Debtors have rejected leases for
nine of the Wachovia Aircraft and Engines.  Additionally,
between August 11, 2002 and the lease rejection dates, the
Wachovia Aircraft and Engines remained in the Debtors'
possession and the Debtors continued to receive the benefits to
which they were entitled under the Leases.  Despite operating
the Aircraft, the Debtors have made no payments to Wachovia
under the Leases since August 11, 2002.

Mr. Ivanick reports that the aggregate amount due and unpaid on
account of the Debtors' postpetition use of the Wachovia
Aircraft and Engines subject to the Leases is $2,520,199.94.
The Postpetition Indebtedness is an actual, necessary cost and
expense of preserving the estate as described in Section 503(b)
and constitutes an administrative expense.  Mr. Ivanick asserts
that Wachovia is entitled to immediate payment of the
Postpetition Indebtedness as an administrative expense.

Accordingly, Wachovia asks the Court for an order:

   -- allowing it an administrative expense claim for
      $2,520,199.94;

   -- requiring the Debtors to immediately pay this
      administrative expense claim. (US Airways Bankruptcy News,
      Issue No. 16; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (U13USR2) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for
real-time bond pricing.


UAL CORP: Loan Guaranty Rejection Spurs Corp. Credit Cut to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on UAL Corp. and subsidiary United Air Lines Inc. to 'D'
from 'CCC-' following the rejection by the Air Transportation
Stabilization Board (ATSB) of United's application for a federal
loan guaranty. The ratings on United's senior unsecured debt
were also lowered to 'C' from 'CC'. The implications on the
CreditWatch listing for all debt issues were revised to negative
from developing.

"The ATSB's decision will almost certainly lead to a Chapter 11
bankruptcy filing by UAL and United as soon as United has
completed arrangements for debtor-in-possession financing," said
Standard & Poor's credit analyst Philip Baggaley. "The downgrade
of UAL's and United's corporate credit ratings to 'D' reflect
United's continuing payment default on about $920 million of
debt and, with the ATSB's action yesterday, the disappearance of
any realistic possibility of the defaults being cured before
grace periods expire on the debt," Mr. Baggaley continued.

Although the ATSB described the loan guaranty rejection as not
being final, United does not have time to develop and secure
approval for more substantial cost reductions before it runs
short of cash and grace periods on deferred debt payments
expire. Once debtor-in-possession financing is arranged, UAL and
United should be able to reorganize in Chapter 11, assuming no
serious damage to airline revenues relating to a war in Iraq
or terrorism, but the bankruptcy process could be long and
difficult.

Standard & Poor's ratings on United's senior unsecured debt will
be lowered to 'D' upon a bankruptcy filing. Ratings of aircraft-
backed debt and airport revenue bonds are being reviewed and may
be lowered before or upon bankruptcy, depending on prospects for
continued payment and recovery for each debt issue.

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
between 11 and 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


UNITED AIRLINES: Continental Applaud ATSB for 'Right' Decision
--------------------------------------------------------------
Continental Airlines (NYSE: CAL) issued the following statement
in response to the Air Transportation Stabilization Board's
decision to deny a federal loan guarantee for United Air Lines:

"The U.S. government did the right thing for the taxpayers and
for competition by letting the marketplace determine winners and
losers."


UNITED AIRLINES: Traffic Up 7.7% as Load Factor Rises to 69.2%
--------------------------------------------------------------
United Airlines' (NYSE: UAL) total scheduled revenue passenger
miles rose 7.7 percent in November vs. the comparable month in
2001 as capacity was increased 6.7 percent. The carrier's
passenger load factor came in at 69.2 percent, up from 68.5
percent a year ago.

"United carried robust traffic over the Thanksgiving holiday
weekend," said Chris Bowers, senior vice president - marketing
and sales. "With the late Thanksgiving this year, our holiday
traffic was divided between late November and early December. We
set a company record on Sunday, Dec. 1, with a passenger load
factor of 90.5 percent. And our on-time performance so valued
by our customers continued to be excellent, as has been the case
at United all year. In fact, United ranked first in the U.S.
Department of Transportation Air Travel Consumer Report of all
major airlines for on-time performance in October that were
released earlier this week."

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
http://www.united.com


UNITED AIRLINES: Assuring Customers Planes Will Keep Flying
-----------------------------------------------------------
United Airlines' marketing folks were busy last week
distributing notes by e-mail to reassure frequent flyers that
planes will keep flying regardless of what happens on the legal
and financial fronts:


                                   December 5, 2002

Dear [United Airlines Traveler]:

      It is no secret that things have been tough at United. We
were disappointed to learn yesterday that the Airline
Transportation Stabilization Board (ATSB) could not approve the
proposal submitted by United for a $1.8 billion federal
loan guarantee.

      Whatever course we now chart with the company, I want to
be emphatically clear that United will continue to fly and
deliver exceptional service to customers worldwide. And, as a
Mileage Plus(R) member, you can continue to accrue and redeem
miles with confidence.

      Challenging times make a company stronger, leaner and more
focused. The employees of this airline stand ready and
committed to serve you today and in the future.

      Thank you for your support and we'll keep you posted.

                                   Sincerely,

                                   Chris Bowers
                                   Senior Vice President
                                   Marketing and sales


WA TELECOM: Verso Obtains Court Nod to Pay for NACT Acquisition
---------------------------------------------------------------
Verso Technologies, Inc. (NASDAQ: VRSO), an integrated
communications solutions company, has received the approval of
the Bankruptcy Court having jurisdiction over WA Telcom's
pending Chapter 11 reorganization proceedings to pay the amounts
owed to WA Telcom, from which Verso purchased NACT
Telecommunications, Inc.

On November 7, 2002, the company announced that it had
negotiated the early retirement of the secured note payable
related to Verso's acquisition of NACT and the outstanding
balances of other accrued liabilities for discounted amounts.
The company estimates that the combined savings from satisfying
these liabilities in this manner will be approximately $700,000.
The resulting improvement to the company's balance sheet will be
reflected in its fourth quarter financial reporting.

The company will satisfy these liabilities using the proceeds
from the company's previously announced $3.0 million private
placement financing, which is now complete. Please see related
press release dated November 7, 2002.

Verso Technologies provides integrated switching and solutions
for communications service providers who want to develop IP-
based services with PSTN scalability and quality of service.
Verso's unique, end-to-end native SS7 capability enables
customers to leverage their existing PSTN investments by
ensuring carrier-to-carrier interoperability and rich billing
features. Verso's complete VoIP migration solutions include
state-of-the-art hardware and software, OSS integration, the
industry's most widely used applications and technical training
and support. For more information about Verso Technologies,
contact the company at http://www.verso.com


WARNACO GROUP: Seeking Approval on Speedo Settlement Agreement
--------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and Sections 363 and 365 of the Bankruptcy Code, The
Warnaco Group, Inc., and its debtor-affiliates ask the Court
for:

   (a) approval of the Settlement Agreement by and among
       Authentic Fitness Corporation, Authentic Fitness
       Products, Inc., Warnaco, Inc., The Warnaco Group, Inc.
       and Speedo International Limited;

   (b) authority to enter into the Settlement Agreement; and

   (c) authority to assume the Amended License Agreements.

J. Ronald Trost, Esq., at Sidley Austin Brown & Wood LLP, in New
York, relates that AFC uses the Speedo trademarks through
certain license agreements with Speedo.  The current license
agreements were entered into on May 10, 1990 and amended at
various times subsequently.  More than half of AFC's revenue
comes from Speedo-branded products.

On September 12, 2000, Speedo filed a complaint and jury demand
in the U.S. District Court for the Southern District of New York
against AFC, Warnaco, Inc. and Warnaco Group seeking damages and
a declaratory judgment entitling it to terminate the Speedo
Licenses due to AFC's alleged defaults.  The Debtors denied the
allegations.  The Action is now stayed due to the Debtors'
Chapter 11 cases.  Mr. Trost recalls that Speedo sought for
relief from the automatic stay in this Court.  However, the
motion was denied.

Under the Amended Plan of Reorganization, the Debtors will
assume the Speedo Licenses.  However, absent a compromise as
contemplated under the Settlement Agreement, the Debtors'
intention to assume the Speedo Licenses under the Plan would
likely result in continuing litigation between the Parties.

The Debtors have denied all of the material allegations
contained in the District Court Action.  The Debtors have
asserted that they have no liability to Speedo and Speedo is not
entitled to terminate the Speedo Licenses.  Fortunately, Mr.
Trost relates, the parties have reached a mutual agreement to
amicably resolve the disputes between them by entering into a
settlement agreement to:

   (i) avoid the costs and risk of protracted litigation,

  (ii) ensure that the right of all parties to the Speedo
       License are clear and uninterrupted, and

(iii) facilitate the confirmation and consummation of the Plan,
       without any admission of wrongdoing or liability by
       any party.

Once the Court approves the Settlement Agreement, the Parties
will simultaneously enter into an amendment to the Speedo
Licenses and a Web Site Agreement.  Due to the confidentiality
of the information, the Debtors sought and obtained the Court's
approval to file the Amendment to the License Agreements and the
Web Site Agreement under seal.

The principal terms of the Settlement Agreement are:

   (a) Speedo will withdraw all pending claims, objections and
       actions, and dismiss with prejudice all litigation,
       against AFC, Warnaco Group and Warnaco, Inc., including
       the District Court Action.  The Parties will be bound by
       mutual general releases;

   (b) AFC will pay Speedo $2,057,866 to resolve all royalty and
       other claims relating to the Speedo Licenses to and
       through June 30, 2002;

   (c) AFC will reimburse Speedo $500,000 in legal fees;

   (d) AFC will assign to Speedo its SPEEDO.com and other Speedo
       domain names.  AFC will, after a reasonable transition
       period, rename its web sites to another Speedo
       derivative.  Speedo will provide "a hot link" from its
       new SPEEDO.com site to AFC's renamed web site;

   (e) Effective July 2003, the percentage royalty rate on New
       Sales under the Speedo Licenses will increase by 0.5% on
       New Sales exceeding $125,000,000;

   (f) AFC will be granted the right to sell fashion swimwear
       under its Ralph Lauren and Anne Cole brands and to sell
       non-Speedo apparel, accessories and other products in its
       Speedo Authentic Fitness Retail Stores;

   (g) The License Amendments will amend the Speedo Licenses to,
       inter alia, clarify certain rights and obligations and
       implement certain procedures to avoid future
       controversies including, among other things, changing the
       governing law of the Speedo License for the law of New
       South Wales, Australia and other specified jurisdictions
       to New York law; and

   (h) AFC will assume the Speedo Licenses, as amended, and
       supplemented by the License Amendments, and Speedo will
       not object to the assumption.

Mr. Trost asserts that the Court should approve the Settlement
Agreement because it is in the Debtors' best interest, under
these Second Circuit factors:

   (a) Although the Debtors believe that they have strong
       arguments in opposition to Speedo's claims and in support
       of the assumption of the Speedo Licenses under the Plan,
       the litigation could be complex and protracted, with an
       outcome that is not absolutely certain;

   (b) the litigation with respect to assumption to the Speedo
       Licenses under the Plan could be complex and most likely
       will result in substantial legal fees and expenses;

   (c) the approval is in the paramount interest of creditors
       as it fully and finally resolves any disputes between the
       parties including the District Court Action and avoids
       any issues relating to the assumption of the Speedo
       Licenses.  Moreover, the cost to the estates is
       relatively insignificant while the Debtors will be
       assured of its retention of the Speedo License and
       therefore, will enable them to maintain ongoing
       important relationships with suppliers and customers,
       avoid disruption of business and employee activities,
       and maintain uninterrupted sales.  In addition, the
       Settlement Agreement will assist the Debtors to
       accomplish a consensual confirmation of their Plan on
       an expedited basis; and

   (d) the Parties negotiated the Settlement Agreement at arm's
       length and in good faith.

Moreover, Mr. Trost contends that the assumption of the Amended
Speedo Licenses is warranted since it is one of the Debtors'
main assets.  Furthermore, Mr. Trost assures the Court that the
assumption satisfies all the Bankruptcy Code requirements,
including curing all outstanding defaults and the provision of
adequate assurance of future performance. (Warnaco Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WIDECOM GROUP: Accountants Doubt Ability to Continue Operations
---------------------------------------------------------------
The WideCom Group, Inc.'s chartered accountant of Mississauga,
Ontario, in the November 14, 2002 report on the Company's
financial statements has said:  "Substantial doubts existed,
especially in view of a negative net equity as at September 30,
2002, as well as on the date of this report, as to the Company's
ability to continue to meet its obligations and commitments and
also with regards to its ability to continue to generate
sufficient amounts of cash flows from its operations to maintain
its solvency for a reasonable period of time without continued,
substantial financial support from the personal resources of two
of its directors and one key employee who is very closely
related to those two directors. Information from management does
not provide definitive confirmation of the related willingness
and ability of the above mentioned individuals.

As more fully explained in Note 7(b), the Company's ability to
continue as a going concern may also be jeopardized by a
decision by a secured creditor (a financial institution) to
enforce its demand for an immediate, full repayment by the
Company of its indebtedness even though such an action might be
considered by management to be unlikely, extreme, unscrupulous,
or unwarranted.

As mentioned in Note 8(a), the Company is committed to issuing
100,000 common shares to a claimant of alleged infringement of
software and trademark ownership rights as part of an out-of-
court settlement. As of the date of this report, those shares
are yet to be issued. The effects of those to-be-issued shares
on the financial statements have not been included."

Since inception, WideCom has generated limited revenues from
operations and has not yet achieved significant profitability.
Revenues are primarily derived from product sales that are
recognized for accounting purposes when products are shipped.
The Company has limited revenue from operations, significant
losses and has a significant deficit.  Due to limited cash
resources, it has often relied on cash infusions from
management to meet ongoing obligations.  There is no certainly
that such access to funds will be available to it in the future.
In order to reduce losses, WideCom is said to have significantly
reduced Selling, General and Administrative costs.  But it
expected this will have a reduction on sales.

While the Company has received government grants in the past, it
does not meet the required pre-qualification for such grants
subsequent to conducting its public offering. In consideration
of this fact, WideCom shifted its research and development to an
affiliated joint venture based in Montreal, Canada.

In February 2000, WideCom established a majority-owned
subsidiary, Posternetwork.COM Inc., to engage in the business
line of offering an online printing service. Posternetwork is
currently engaged in organizational and financing activities.

Sales for the quarter ended Sept 30, 2002 were $204,033, an
increase of $56,154 as compared to $147,879 for the quarter
ended Spet 30, 2001.  Net revenues for the quarter ended Spet
30, 2002 were $152,365, an increase of $40,566 as compared to
$111,799 for the quarter ended Sept 30, 2001. The Company is
making efforts to increase the sales by exploring the market in
other countries.

Operating expenses for the quarter ended Spet 30, 2002 were
$299,207 an increase of $42,203, as compared to $257,004 for the
quarter ended Sept 30, 2001.  Selling, general and
administrative expenses for the quarter ended Sept 30, 2002 were
$131,848, increased by $10,742, or 9%, versus the same period in
the previous fiscal year. This increase in selling, general and
administrative expenses is due to higher marketing and other
related expeses for penetrating the products in overseas
markets.

Due to best efforts, the Company could maintain losses to
$146,842 for the quarter ended Sept 30, 2002 as compared to
$145,205 of Sept 30, 2001.

WideCom's cash requirements in connection with manufacturing and
marketing will continue to be significant. The Company has no
material commitments for capital expenditures. WideCom says it
believes, based on its current plans and assumptions relating to
its operations, projected cash flow from operations may not be
sufficient to satisfy its contemplated cash requirements for the
foreseeable future. It has relied on investments from management
to cover its short falls in the last fiscal year, such
investment may not be available to it in the future.  In the
event that its plans or assumptions change, or prove to be
incorrect, or if the projected cash flows otherwise prove to be
insufficient to fund operations (due to unanticipated expenses,
delays, problems or otherwise), the Company could be required to
seek additional financing sooner than currently anticipated.
There can be no assurance that this additional financing will be
available to it when needed, on commercially reasonable terms,
or at all.

The Company's common stock was delisted from the Nasdaq Small
Cap Market effective the close of business April 10, 2001 for
failure to meet certain minimum net tangible asset requirements.
The stock continues to trade on the OTC Bulletin Board.


WORLD AIRWAYS: Proposes Flight Attendant Pay Increases & Changes
----------------------------------------------------------------
World Airways (Nasdaq: WLDAC) announced that a contract proposal
has been sent out to its flight attendants, which provides pay
increases and other benefit changes requested by the flight
attendants in exchange for work rule changes.

Hollis Harris, chairman and chief executive officer of World
Airways, explained, "The agreement includes $6.3 million for pay
increases and benefits and $2 million of additional costs to the
Company.  It is the culmination of 2-1/2 years of negotiations
with the flight attendants and reflects an active and committed
effort on our part to reach an agreement that addresses many of
their concerns, while keeping World on a stable financial
footing as we continue our recovery and make plans in an
uncertain economic environment."

The proposed work rule changes were targeted to make this a
cost-neutral contract.  In a hotline message to the Company,
Harris strongly urged the flight attendants to vote yes on this
contract, which benefits the flight attendants and the Company.
The Company will also be mailing information packages to all
attendants.

According to the Company, the negotiating team representing the
flight attendants has recommended that its constituents reject
the contract.  The flight attendants will be voting on the
contract over the next several weeks, and the votes will be
counted on December 27, 2002, at the Airline Division of the
International Brotherhood of Teamsters (Local 210).

World Airways has been working with the National Mediation Board
to advance negotiations with the flight attendants since January
2002, when the Company requested mediation assistance.  The
collective bargaining agreement with the flight attendants
became amendable on July 1, 2000.

"Following our successful negotiations with World's pilots and
dispatchers in 1999 who gave up 10% of their salary for 18
months in 2000 and 2001 to pay for the changes they wanted, we
were hopeful that we could reach an agreement with the flight
attendants," noted Harris.  "The contract proposal that's on
the table represents our best effort in reaching an agreement
that addresses key requirements of the flight attendants.  If
the flight attendants vote in favor of this proposal, they will
be assured of three annual pay increases. At the end of the
three-year period, I believe that World Airways will be much
stronger. At that time, we would certainly be willing to
consider some of their additional demands."

If the contract proposal is rejected by the flight attendants,
the National Mediation Board could recommend a "cooling off"
period of up to 30 days.  At that time, the alternatives include
a final agreement approved by World and the flight attendants; a
strike; or an imposed contract.

Another option being considered by World Airways is a "deep
freeze," in which it would ask the National Mediation Board to
freeze the current contract for an additional period of time.

Harris concluded, "We have come as far as we can in putting
forward our best and most reasonable offer.  We have worked very
hard to develop an agreement that is positive for the flight
attendants and allows us to build upon our recent profitable
performance and create a Company we can all be proud of for
years to come."

Utilizing a well-maintained fleet of international range,
widebody aircraft, World Airways has an enviable record of
safety, reliability and customer service spanning more than 54
years.  The Company is a U.S. certificated air carrier providing
customized transportation services for major international
passenger and cargo carriers, the United States military and
international leisure tour operators.  Recognized for its modern
aircraft, flexibility and ability to provide superior service,
World Airways meets the needs of businesses and governments
around the globe.

World Airways' September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $22 million.


WYNDHAM INT'L: Closes $345-Million Asset Sale to Westbrook Hotel
----------------------------------------------------------------
Wyndham International, Inc., (AMEX:WBR) has closed the sale of
11 non-proprietary assets to Westbrook Hotel Partners IV, LLC
for approximately $345 million. As part of the same agreement
announced in September, the company expects to close the sale of
two additional properties to Westbrook for approximately $103
million prior to year-end. The company said it would use the net
proceeds from the sales to pay down debt.

"With the sale of these properties to Westbrook Hotel Partners
IV, we have sold approximately $1.4 billion in non-strategic
assets since 1998. We are aggressively pursuing our disposition
strategy to sell the remaining 35 non-proprietary assets in our
portfolio. With this transaction, we are on track to reach our
goal of becoming a proprietary-branded hotel operating company
focused on our Wyndham brand," stated Fred J. Kleisner, chairman
and chief executive officer of Wyndham International.

Properties included today's closing include:

Marriott Tyson's Corner                    Vienna, Va.
Marriott Houston North at Greenspoint      Houston
Marriott Philadelphia West                 West Conshohocken,
Pa.
Marriott Troy                              Troy, Mich.
Hilton Del Mar                             Del Mar, Calif.
Hilton Huntington                          Melville, NY
Doubletree Suites Minneapolis              Minneapolis
Radisson Englewood                         Englewood, NJ
Radisson Ft. Magruder                      Williamsburg, Va.
Hyatt Newporter                            Newport Beach, Calif.
Valley River Inn                           Eugene, Ore.

The two additional properties expected to close by year-end
include:

        -- Embassy Suites Chicago
        -- Wyndham Greenspoint Houston.

September's agreement outlined the sale of 12 non-proprietary
assets and one Wyndham-branded asset, which will retain the
Wyndham flag pursuant to a ten-year franchise agreement.

All 13 properties will be managed or asset managed by Sunstone
Hotel Investors, LLC. Sunstone currently operates 61 upscale and
mid-scale hotels with 14,838 rooms throughout the United States
with approximately 90 percent being full-service hotels.
Westbrook Hotel Partners IV, LLC is a newly formed entity of
Westbrook Partners Real Estate Fund IV.

Bear, Stearns & Co. Inc., and J.P. Morgan Securities Inc.,
served as financial advisors to Wyndham in connection with the
transaction.

Wyndham International, Inc., offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com

As previously reported, Standard & Poor's assigned a B- rating
to Wyndham's $750 million debentures and B corporate credit
rating.


YOUTHSTREAM MEDIA: Bankruptcy Filing Likely if Arrangement Fails
----------------------------------------------------------------
Youthstream Media Networks, Inc., announced that Jonathan
Diamond, interim chief executive officer and a director of the
company, has resigned from both positions.  Messrs. Sidney I.
Lirtzman and G. Kelly O'Dea previously had resigned as
directors.

The company is continuing to seek to negotiate an arrangement
with its principal creditors, but there can be no assurance that
it will successfully do so. If the company is unable to conclude
an arrangement with creditors, a bankruptcy filing is probable.


YUM! BRANDS: Will Hold Annual Executive Update on Wednesday
-----------------------------------------------------------
Yum! Brands, Inc., (NYSE:YUM) will hold its annual Executive
Update for Investors and Analysts December 11, 2002, 8:15 to
noon Eastern Time, at the St. Regis Hotel, New York City.

The meeting will be Web cast live by CCBN and can be accessed
through the company's Web site at http://www.yum.com

Presenters include David Novak, Chairman and CEO; Dave Deno,
CFO; Aylwin Lewis, COO; and Chuck Rawley, U.S. Chief Development
Officer. A question and answer session will follow the
presentations, tentatively from 11:00 am to noon.

The agenda includes the following:

     --  Overall strategic update
     --  Detailed review of the company's two key growth
         strategies-- international expansion and multibranding
     --  Operations performance update
     --  Financial review and 2002/2003 forecast

The Web cast will also be distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can monitor the meeting through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network. Institutional investors can access the meeting
via CCBN's password protected event management site,
StreetEvents -- http://www.streetevents.com

Yum! Brands, Inc., based in Louisville, Kentucky, is the world's
largest restaurant company in terms of system units, operating
and franchising over 32,500 restaurants in more than 100
countries and territories. Four of the company's restaurant
brands -- KFC, Pizza Hut, Taco Bell and Long John Silver's --
are the global leaders of the chicken, pizza, Mexican-style food
and quick-service seafood categories respectively. Since 1919,
A&W All-American Food has been serving a signature frosty mug
root beer float and all-American pure-beef hamburgers and hot
dogs, making it the longest running quick-service franchise
chain in America.

                         *    *    *

As previously reported, Fitch Ratings assigned a BB+ rating to
Yum! Brands' proposed $350 million Senior Notes, while Standard
& Poor's gave the same debt issue its BB rating. Meanwhile, S&P
rates the Company's $1.4 billion senior unsecured bank facility
at BB.


* BOND PRICING: For the week of December 9 - 13, 2002
-----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Accuride Corp.                         9.250%  02/01/06    57
Adaptec Inc.                           3.000%  03/05/07    70
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.250%  06/15/11    37
Adelphia Communications               10.875%  10/01/10    39
Advanced Energy                        5.000%  09/01/06    68
Advanced Energy                        5.250%  11/15/06    75
Advanced Micro Devices Inc.            4.750%  02/01/22    67
Advanstar Communications              12.000%  02/15/11    66
AES Corporation                        4.500%  08/15/05    29
AES Corporation                        8.000%  12/31/08    47
AES Corporation                        9.375%  09/15/10    47
AES Corporation                        9.500%  06/01/09    52
Aether Systems                         6.000%  03/22/05    73
Agere Systems                          6.500%  12/15/09    53
Agro-Tech Corp.                        8.625%  10/01/07    65
Akamai Technologies                    5.500%  07/01/07    38
Allegheny Generating Company           6.875%  09/01/23    73
Alternative Living Services (Alterra)  5.250%  12/15/02     1
Alkermes Inc.                          3.750%  02/15/07    59
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    69
Alpharma Inc.                          3.000%  06/01/06    71
Amazon.com Inc.                        4.750%  02/01/09    74
American Tower Corp.                   2.250%  10/15/09    74
American Tower Corp.                   5.000%  02/15/10    64
American Tower Corp.                   6.250%  10/15/09    67
American Tower Corp.                   9.375%  02/01/09    66
American & Foreign Power               5.000%  03/01/30    59
America West Airlines                  6.930%  01/02/08    58
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    45
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AMR Corp.                              9.000%  08/01/12    48
AMR Corp.                              9.000%  09/15/16    44
AMR Corp.                              9.750%  08/15/21    48
AMR Corp.                              9.800%  10/01/21    48
AMR Corp.                             10.000%  04/15/21    50
AMR Corp.                             10.200%  03/15/20    51
AnnTaylor Stores                       0.550%  06/18/19    61
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Argo-Tech Corp.                        8.625%  10/01/07    72
Armstrong World Industries             9.750%  04/15/08    40
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    40
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    69
Axcelis Technologies                   4.250%  01/15/07    62
Be Aerospace Inc.                      8.875%  05/01/11    66
Best Buy Co. Inc.                      0.684%  06?27/21    68
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    54
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.250%  06/15/19    56
Borden Inc.                            9.200%  03/15/21    59
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    71
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Building Materials Corp.               8.000%  10/15/07    74
Building Materials Corp.               8.000%  12/01/08    70
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    71
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    49
Calpine Corp.                          4.000%  12/26/06    46
Calpine Corp.                          7.875%  04/01/08    36
Calpine Corp.                          8.500%  02/15/11    42
Calpine Corp.                          8.625%  08/15/10    42
Calpine Corp.                          8.750%  07/15/07    42
Capital One Financial                  7.125%  08/01/08    75
Case Credit                            6.750%  10/21/07    74
Case Corp.                             7.250%  01/15/16    71
Cell Therapeutic                       5.750%  06/15/08    59
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Century Communications                 9.500%  03/01/05    23
Champion Enterprises                   7.625%  05/15/09    36
Charter Communications, Inc.           4.750%  06/01/06    25
Charter Communications, Inc.           5.750%  10/15/05    30
Charter Communications Holdings        8.250%  04/01/07    50
Charter Communications Holdings        8.625%  04/01/09    50
Charter Communications Holdings        9.625%  11/15/09    50
Charter Communications Holdings       10.000%  04/01/09    52
Charter Communications Holdings       10.000%  05/15/11    50
Charter Communications Holdings       10.250%  01/15/10    50
Charter Communications Holdings       10.750%  10/01/09    52
Charter Communications Holdings       11.125%  01/15/11    51
Ciena Corporation                      3.750%  02/01/08    67
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    70
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    74
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    58
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    22
Comforce Operating                    12.000%  12/01/07    59
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Cone Mills Corp.                       8.125%  03/15/05    60
Conexant Systems                       4.000%  02/01/07    45
Conexant Systems                       4.250%  05/01/06    50
Conseco Inc.                           8.750%  02/09/04     7
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    46
Corning Inc.                           3.500%  11/01/08    70
Corning Inc.                           6.300%  03/01/09    64
Corning Inc.                           6.750%  09/15/13    54
Corning Inc.                           6.850%  03/01/29    43
Corning Inc.                           7.000%  03/15/07    73
Corning Inc.                           8.875%  08/15/21    56
Corning Glass                          7.000%  03/15/07    74
Corning Glass                          8.875%  03/15/16    60
Cox Communications Inc.                3.000%  03/14/30    38
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.426%  04/19/20    45
Cox Communications Inc.                7.750%  11/15/29    29
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    74
Crown Castle International             9.375%  08/01/11    54
Crown Castle International             9.500%  08/01/11    71
Crown Castle International            10.750%  08/01/11    70
Crown Cork & Seal                      7.375%  12/15/26    69
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    48
Curagen Corp.                          6.000%  02/02/07    64
Cummins Engine                         5.650%  03/01/98    62
Cypress Semiconductor                  3.750%  07/01/05    71
Cypress Semiconductor                  4.000%  02/01/05    72
Dana Corp.                             7.000%  03/01/29    70
Dana Corp.                             7.000%  03/15/28    70
DDI Corp.                              6.250%  04/01/07    17
Delhaize America                       9.000%  04/15/31    72
Delta Air Lines                        7.700%  12/15/05    75
Delta Air Lines                        7.900%  12/15/09    68
Delta Air Lines                        8.300%  12/15/29    53
Delta Air Lines                        9.000%  05/15/16    62
Delta Air Lines                        9.250%  03/15/22    60
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    72
Dobson/Sygnet                         12.250%  12/15/08    63
Documentum Inc.                        4.500%  04/01/07    74
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    75
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    28
Edison Mission                        10.000%  08/15/08    35
El Paso Corp.                          7.000%  05/15/11    68
El Paso Corp.                          7.750%  01/15/32    59
El Paso Energy                         6.750%  05/15/09    73
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    73
Equistar Chemicals                     7.550%  02/15/26    74
E*Trade Group                          6.000%  02/01/07    72
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    72
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    46
Finova Group                           7.500%  11/15/09    34
Fleming Companies Inc.                 5.250%  03/15/09    42
Fleming Companies Inc.                10.625%  07/31/07    63
Fluor Corp.                            6.950%  03/01/07    59
Foamex L.P.                            9.875%  06/15/07    22
Food Lion Inc.                         8.050%  04/15/27    66
Ford Motor Co.                         6.500%  08/01/18    70
Ford Motor Co.                         6.625%  02/15/28    73
Ford Motor Co.                         7.125%  11/15/25    70
Ford Motor Co.                         7.500%  08/01/26    74
Fort James Corp.                       7.750%  11/15/23    73
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    52
Georgia-Pacific                        7.375%  12/01/25    70
Georgia-Pacific                        7.700%  06/15/15    73
Georgia-Pacific                        7.750%  11/15/29    70
Georgia-Pacific                        8.125%  06/15/23    71
Georgia-Pacific                        8.250%  03/01/23    62
Georgia-Pacific                        8.625%  04/30/25    74
Georgia-Pacific                        8.875%  05/15/31    71
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          6.375%  03/15/08    73
Goodyear Tire                          7.000%  03/15/28    49
Goodyear Tire                          7.857%  08/15/11    69
Gulf Mobile Ohio                       5.000%  12/01/56    61
Hanover Compress                       4.750%  03/15/08    74
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    68
Health Management Associates Inc.      0.250%  08/16/20    68
HealthSouth Corp.                      7.000%  06/15/08    70
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    68
Hertz Corp.                            7.000%  01/15/28    74
Human Genome                           3.750%  03/15/07    62
Human Genome                           5.000%  02/01/07    69
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    59
ICN Pharmaceuticals Inc.               6.500%  07/15/08    73
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    64
Ikon Office                            7.300%  11/01/27    68
Imcera Group                           7.000%  12/15/13    74
Imclone Systems                        5.500%  03/01/05    69
Incyte Genomics                        5.500%  02/01/07    68
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    55
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    56
Inland Steel Co.                       7.900%  01/15/07    47
International Rectifier                4.250%  07/15/07    75
Internet Capital                       5.500%  12/21/04    37
Interpublic Group                      1.870%  06/01/06    72
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    73
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    67
Kmart Corporation                      8.125%  12/01/06    16
Kmart Corporation                      8.250%  01/01/22    22
Kmart Corporation                      8.375%  07/01/22    22
Kmart Corporation                      9.375%  02/01/06    20
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    51
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    53
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    70
Level 3 Communications                 6.000%  09/15/09    42
Level 3 Communications                 6.000%  03/15/09    41
Level 3 Communications                 9.125%  05/01/08    65
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    56
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
LTX Corp.                              4.250%  08/15/06    66
Lucent Technologies                    5.500%  11/15/08    52
Lucent Technologies                    6.450%  03/15/29    45
Lucent Technologies                    6.500%  01/15/28    45
Lucent Technologies                    7.250%  07/15/06    65
Magellan Health                        9.000%  02/15/08    18
Mail-Well I Corp.                      8.750%  12/15/08    65
Mail-Well I Corp.                      9.625%  03/15/12    56
Mastec Inc.                            7.750%  02/01/08    75
MCI Communications Corp.               6.500%  04/15/10    46
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    60
Mediacom Communications                5.250%  07/01/06    71
Mediacom LLC                           7.875%  02/15/11    67
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    73
Metris Companies                      10.000%  11/01/04    75
Metris Companies                      10.125%  07/15/06    73
Mikohn Gaming                         11.875%  08/15/08    73
Mirant Corp.                           5.750%  07/15/07    44
Mirant Americas                        7.200%  10/01/08    48
Mirant Americas                        7.625%  05/01/06    64
Mirant Americas                        8.300%  05/01/11    42
Mirant Americas                        8.500%  10/01/21    35
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    75
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    58
Motorola Inc.                          5.220%  10/01/21    62
Motorola Inc.                          6.500%  11/15/28    75
MSX International                     11.375%  01/15/08    66
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp.               6.750%  05/15/08    16
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    73
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    72
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.625%  03/15/05    66
Northwest Airlines                     7.875%  03/15/08    56
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    75
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E Gas Transmission                  7.800%  06/01/25    60
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    74
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Pegasus Satellite                     12.500%  08/01/07    15
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    74
Polaroid Corp.                        11.500%  02/15/06     5
Polymer Group                          9.000%  07/01/07    21
Primedia Inc.                          7.625%  04/01/08    71
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    72
PSEG Energy Holdings                   8.500%  06/15/11    73
Public Service Electric & Gas          5.000%  07/01/37    71
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    54
Qwest Capital Funding                  7.000%  08/03/09    62
Qwest Capital Funding                  7.250%  02/15/11    62
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    66
Qwest Capital Funding                  7.900%  08/15/10    64
Qwest Communications Int'l             7.250%  11/01/06    74
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    25
Rite Aid Corp.                         4.750%  12/01/06    73
Rite Aid Corp.                         7.125%  01/15/07    70
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    71
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    74
SBA Communications                    10.250%  02/01/09    55
SC International Services              9.250%  09/01/07    69
SCI Systems Inc.                       3.000%  03/15/07    68
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    59
Sepracor Inc.                          5.750%  11/15/06    61
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    54
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    74
Sonat Inc.                             6.625%  02/01/08    62
Sonat Inc.                             6.750%  10/01/07    64
Sonat Inc.                             7.625%  07/15/11    53
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    73
Sprint Capital Corp.                   6.000%  01/15/07    74
Sprint Capital Corp.                   6.875%  11/15/28    68
Sprint Capital Corp.                   6.900%  05/01/19    70
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    72
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.000%  03/15/08    72
Tenneco Inc.                          11.625%  10/15/09    73
Tennessee Gas PL                       7.000%  10/15/28    53
Tennessee Gas PL                       7.500%  04/01/17    61
Tennessee Gas PL                       7.625%  04/01/37    56
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    52
Tesoro Pete Corp.                      9.625%  11/01/08    57
TIG Holdings Inc.                      8.125%  04/15/05    75
Time Warner Inc.                       6.625%  05/15/29    74
Time Warner Telecom Inc.               9.750%  07/15/08    58
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    71
Triton PCS Inc.                        8.750%  11/15/11    74
Triton PCS Inc.                        9.375%  02/01/11    74
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    72
US Airways Passenger                   9.010%  01/20/19    49
US Airways Inc.                        7.960%  01/20/18    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    26
United Air Lines                      11.210%  05/01/14    25
Universal Health Services              0.426%  06/23/20    64
US Timberlands                         9.625%  11/15/07    62
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    70
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    70
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Veeco Instrument                       4.125%  12/21/08    74
Vertex Pharmaceuticals                 5.000%  09/19/07    74
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    62
Weirton Steel                         11.375%  07/01/04    62
Westpoint Stevens                      7.875%  06/15/08    24
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     6.750%  01/15/06    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.750%  06/15/31    58
Williams Companies                     7.875%  09/01/21    62
Williams Companies                     9.375%  11/15/21    72
Williams Holding (Delaware)            6.250%  02/01/06    72
Williams Holding (Delaware)            6.500%  12/01/08    57
Wind River System                      3.750%  12/15/06    68
Witco Corp.                            6.875%  02/01/26    72
Witco Corp.                            7.750%  04/01/23    75
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    30
XM Satellite Radio                    14.000%  03/15/10    45
Xerox Corp.                            0.570%  04/21/18    62
Xerox Credit                           7.200%  08/05/12    71

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***